Document And Entity Information
Document And Entity Information - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
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 | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 46.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Land and improvements | $ 474,757 | $ 452,515 |
Building and improvements | 965,974 | 905,705 |
Acquired in-place lease assets | 148,130 | 138,916 |
Acquired above-market lease assets | 14,342 | 13,024 |
Total investment in property | 1,603,203 | 1,510,160 |
Accumulated depreciation and amortization | (102,585) | (85,255) |
Real Estate Investment Property, Net | 1,500,618 | 1,424,905 |
Investment in unconsolidated joint venture | 14,980 | 14,287 |
Total investment in real estate assets, net | 1,515,598 | 1,439,192 |
Cash and cash equivalents | 4,068 | 8,259 |
Other assets, net | 43,804 | 39,076 |
Total assets | 1,563,470 | 1,486,527 |
Liabilities: | ||
Mortgages and loans payable, net | 626,858 | 533,215 |
Acquired below-market lease liabilities, net of accumulated amortization of $7,534 and $6,362 respectively | 55,001 | 53,196 |
Accounts payable – affiliates | 2,332 | 3,499 |
Accounts payable and other liabilities | 33,811 | 34,383 |
Total liabilities | 718,002 | 624,293 |
Commitments and contingencies (Note 7) | 0 | 0 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 46,417 and 46,372 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 465 | 463 |
Additional paid-in capital | 1,027,931 | 1,026,887 |
Accumulated other comprehensive income | 5,303 | 4,390 |
Accumulated deficit | (188,231) | (169,506) |
Total equity | 845,468 | 862,234 |
Total liabilities and equity | $ 1,563,470 | $ 1,486,527 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Below Market Lease, Accumulated Amortization | $ 7,534 | $ 6,362 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued and outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, shares issued and outstanding | 46,417 | 46,372 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Rental income | $ 28,476 | $ 20,698 |
Tenant recovery income | 10,209 | 7,480 |
Other property income | 116 | 123 |
Total revenues | 38,801 | 28,301 |
Expenses: | ||
Property operating | 6,603 | 5,100 |
Real estate taxes | 6,121 | 4,517 |
General and administrative | 4,613 | 4,040 |
Acquisition expenses | 0 | 2,772 |
Depreciation and amortization | 17,022 | 12,289 |
Total expenses | 34,359 | 28,718 |
Other: | ||
Interest expense, net | (4,474) | (1,452) |
Gain on contribution of properties to unconsolidated joint venture | 0 | 3,341 |
Other expense, net | (55) | (121) |
Net (loss) income | $ (87) | $ 1,351 |
Per share information - basic and diluted: | ||
Net (loss) income per share - basic and diluted | $ 0 | $ 0.03 |
Weighted-average common shares outstanding: | ||
Basic and diluted | 46,512 | 46,024 |
Comprehensive income (loss): | ||
Net (loss) income | $ (87) | $ 1,351 |
Other comprehensive income: | ||
Unrealized gain on derivatives | 691 | 0 |
Reclassification of derivative loss to interest expense | 222 | 0 |
Comprehensive income attributable to stockholders | $ 826 | $ 1,351 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Balance, shares at Dec. 31, 2015 | 45,723 | ||||
Balance, values at Dec. 31, 2015 | $ 923,285 | $ 458 | $ 1,011,635 | $ 0 | $ (88,808) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchases, shares | 0 | ||||
Share repurchases, value | (1,517) | $ (1) | (1,516) | ||
Distribution reinvestment plan (DRIP), shares | 409 | ||||
Distribution reinvestment plan (DRIP), value | 9,709 | $ 4 | 9,705 | ||
Common distributions declared, $0.40 per share | (18,596) | (18,596) | |||
Net (loss) income | 1,351 | 1,351 | |||
Balance, shares at Mar. 31, 2016 | 46,132 | ||||
Balance, values at Mar. 31, 2016 | 914,232 | $ 461 | 1,019,824 | 0 | (106,053) |
Balance, shares at Dec. 31, 2016 | 46,372 | ||||
Balance, values at Dec. 31, 2016 | 862,234 | $ 463 | 1,026,887 | 4,390 | (169,506) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchases, shares | (364) | ||||
Share repurchases, value | (8,165) | $ (3) | (8,162) | ||
Distribution reinvestment plan (DRIP), shares | 409 | ||||
Distribution reinvestment plan (DRIP), value | 9,196 | $ 5 | 9,191 | ||
Change in unrealized gain on interest rate swaps | 913 | 913 | |||
Common distributions declared, $0.40 per share | (18,638) | (18,638) | |||
Share-based compensation | 15 | 15 | |||
Net (loss) income | (87) | (87) | |||
Balance, shares at Mar. 31, 2017 | 46,417 | ||||
Balance, values at Mar. 31, 2017 | $ 845,468 | $ 465 | $ 1,027,931 | $ 5,303 | $ (188,231) |
Consolidated Statements Of Equ6
Consolidated Statements Of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Common distributions declared, per share | $ 0.40 | $ 0.40 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (87) | $ 1,351 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 16,718 | 12,167 |
Net amortization of above- and below-market leases | (607) | (412) |
Amortization of deferred financing expense | 676 | 276 |
Gain on contribution of properties | 0 | (3,341) |
Change in fair value of derivatives | (116) | 5 |
Straight-line rental income | (836) | (809) |
Other | 40 | 15 |
Changes in operating assets and liabilities: | ||
Accounts receivable and accounts payable – affiliates | (1,167) | 943 |
Other assets | (4,112) | (2,826) |
Accounts payable and other liabilities | (2,533) | 1,987 |
Net cash provided by operating activities | 7,976 | 9,356 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (88,334) | (93,782) |
Capital expenditures | (1,549) | (3,668) |
Change in restricted cash | (114) | (210) |
Investment in unconsolidated joint venture | (705) | 0 |
Proceeds after contribution to unconsolidated joint venture | 0 | 87,386 |
Net cash used in investing activities | (90,702) | (10,274) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net change in credit facility | 106,000 | 0 |
Payments on mortgages and loans payable | (12,461) | (345) |
Payments of deferred financing expenses | 0 | (1,192) |
Distributions paid, net of DRIP | (9,415) | (8,855) |
Repurchases of common stock | (5,589) | (1,883) |
Net cash provided by (used in) financing activities | 78,535 | (12,275) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (4,191) | (13,193) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 8,259 | 17,359 |
End of period | 4,068 | 4,166 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for interest | 4,193 | 1,325 |
Fair value of debt assumed | 0 | 5,916 |
Initial investment in unconsolidated joint venture | 0 | 6,888 |
Accrued capital expenditures | 2,458 | 3,691 |
Change in distributions payable | 27 | 32 |
Change in accrued share repurchase obligation | 2,576 | (366) |
Distributions reinvested | $ 9,196 | $ 9,709 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
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. Our advisor is Phillips Edison NTR II LLC (“PE-NTR II”), which is directly or indirectly owned by Phillips Edison Limited Partnership (the “Phillips Edison sponsor”). Under the terms of the advisory agreement between PE-NTR II and us (the “PE-NTR II Agreement”), PE-NTR II is responsible for the management of our day-to-day activities and the implementation of our investment strategy. The PE-NTR II Agreement has a one-year term, but may be renewed for an unlimited number of successive one-year periods upon the mutual consent of the parties and approval of the independent members of our board of directors. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have 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 or real estate-related assets. As of March 31, 2017 , we wholly-owned fee simple interests in 78 real estate properties acquired from third parties unrelated to us or PE-NTR II. In addition, we own a 20% equity interest in a joint venture that owned twelve real estate properties (see Note 4 ). |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 three months ended March 31, 2017 , except for the items discussed below. For a full summary of our accounting policies, refer to our 2016 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 9, 2017. 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, 2016 , which are included in our 2016 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three months ended March 31, 2017 , 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 majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Reclassifications —The following line item on our consolidated statement of cash flows for the three months ended March 31, 2016 , was reclassified to conform to the current year presentation: • Loss on Write-off of Unamortized Tenant Allowance, Deferred Financing Expense, Capitalized Leasing Commission, Acquired Lease and Market Debt Adjustment was reclassified to Other. Newly Adopted and Recently Issued Accounting Pronouncements —We adopted Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, on January 1, 2017, and applied it prospectively. For a more detailed discussion of this adoption, see Note 5 . 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 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental income. We continue to evaluate the effect of this standard on our other sources of revenue. These include reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. However, we currently do not believe the adoption of this standard will significantly affect the timing of the recognition of our reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We may have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only three would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, proceeds from settlement of insurance claims, and distributions received from equity method investees. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period, change and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed above. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | FAIR VALUE MEASUREMENTS 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 and Other Liabilities —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Mortgages and Loans Payable —We estimate the fair value of our debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by our lenders using Level 3 inputs. The discount rate used approximates current lending rates for loans or groups of loans with similar maturities and credit quality, assuming the debt is outstanding through maturity and considering the debt’s collateral (if applicable). 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 borrowings as of March 31, 2017 and December 31, 2016 (dollars in thousands): March 31, 2017 December 31, 2016 Fair value $ 622,856 $ 527,167 Recorded value (1) 630,959 537,736 (1) Recorded value does not include deferred financing costs, net of $4.1 million and $4.5 million as of March 31, 2017 and December 31, 2016 , respectively. Derivative Instruments —As of March 31, 2017 , we had four interest rate swaps that fixed the LIBOR rate on $370 million of our unsecured term loan facility (“Term Loans”), and as of December 31, 2016 , we had two interest rate swaps that fixed the LIBOR rate on $243 million of the Term Loans. As of March 31, 2017 and December 31, 2016 , we also had two interest rate swaps that fixed the variable interest rate on $15.7 million and $15.8 million , respectively, of two of our secured variable-rate mortgage notes. For a more detailed discussion of our derivatives and hedging activities, see Note 8 . All interest rate swap agreements are measured at fair value on a recurring basis. The fair values of the interest rate swap agreements as of March 31, 2017 and December 31, 2016 , were based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and were determined using interest rate pricing models and interest rate related observable inputs. Although we determined that the significant inputs used to value our derivatives fell within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our counterparties and our own credit risk utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of March 31, 2017 and December 31, 2016 , we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. We record derivative assets in Other Assets, Net and derivative liabilities in Accounts Payable and Other Liabilities on our consolidated balance sheets. The fair value measurements of our derivative assets and liabilities as of March 31, 2017 and December 31, 2016 , are as follows (in thousands): March 31, 2017 December 31, 2016 Derivative asset: Interest rate swaps designated as hedging instruments - Term Loans $ 5,788 $ 5,369 Derivative liability: Interest rate swaps designated as hedging instruments - Term Loans $ 25 $ 463 Interest rate swaps not designated as hedging instruments - mortgage notes 678 850 Total $ 703 $ 1,313 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure | INVESTMENT IN UNCONSOLIDATED JOINT VENTURE On March 22, 2016, we entered into a joint venture (the “Joint Venture”) through our indirect wholly-owned subsidiary, PE OP II Value Added Grocery, LLC (“REIT Member”) with a limited partnership (“Investor Member”) affiliated with TPG Real Estate, the real estate platform of the global private investment firm TPG, and with PECO Value Added Grocery Manager, LLC (“PECO Member”), a wholly-owned subsidiary of our Phillips Edison sponsor, and an affiliate of our advisor and property manager, Phillips Edison & Company Ltd. (“Property Manager”). REIT Member owns a 20% initial equity interest and Investor Member owns an 80% initial equity interest in the Joint Venture. REIT Member and Investor Member may contribute up to $50 million and $200 million of equity, respectively, to the Joint Venture. As of March 31, 2017, we have contributed $15.3 million of the $50 million commitment. PECO Member manages and conducts the day-to-day operations and affairs of the Joint Venture. REIT Member has customary approval rights in respect to major decisions, but does not have the right to cause or prohibit various material transactions. The Joint Venture’s income, losses, and distributions are generally allocated based on the members’ respective ownership interests. Therefore, we account for the Joint Venture under the equity method. Distributions of net cash are anticipated to be made on a monthly basis, as appropriate. Additional capital contributions in proportion to the members’ respective capital interests in the Joint Venture may be required. On March 7, 2017 , our board of directors approved certain short-term loans (the “Joint Venture Loans”) that we may provide to the Joint Venture for its acquisitions, as needed. The Joint Venture Loans have a term of up to 60 days , and are to be funded 80% by the Investor Member and 20% by us. Our portion of the outstanding principal should not exceed $15 million at any given time. The Joint Venture Loans will incur interest at a rate equal to the greater of a) LIBOR plus 1.70% , or b) the borrowing rate on our revolving credit facility. As of March 31, 2017 , there were no outstanding loans between the Joint Venture and us. |
Real Estate Acquisitions
Real Estate Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Asset Acquisition [Abstract] | |
Real Estate Acquisitions | REAL ESTATE ACQUISITIONS In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amends existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our acquisition activity will no longer be considered a business combination and will instead be classified as an asset acquisition. As a result, most acquisition-related expenses that would have been recorded on our consolidated statements of operations and comprehensive income as Acquisition Expense have been capitalized and will be amortized over the life of the related assets. As of March 31, 2017 , none of our real estate acquisitions in 2017 met the definition of a business; therefore, we accounted for all as asset acquisitions. During the three months ended March 31, 2017 , we acquired four grocery-anchored shopping centers for a total cost of approximately $88.6 million , including acquisition costs. During the three months ended March 31, 2016 , we acquired six grocery-anchored shopping centers and additional real estate adjacent to a previously acquired center for an aggregate purchase price of $101.2 million , including $5.5 million of assumed debt with a fair value of $5.9 million . The following tables present certain additional information regarding our acquisitions of properties during the three months ended March 31, 2017 and 2016 . For the three months ended March 31, 2017 and 2016 , we allocated the purchase price of acquisitions to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 22,047 $ 25,585 Building and improvements 58,958 67,862 Acquired in-place leases 9,214 10,107 Acquired above-market leases 1,318 272 Acquired below-market leases (2,976 ) (2,608 ) Total assets and lease liabilities acquired 88,561 101,218 Less: Fair value of assumed debt at acquisition — 5,916 Net assets acquired $ 88,561 $ 95,302 The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the three months ended March 31, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 10 14 Acquired above-market leases 8 4 Acquired below-market leases 17 15 |
Mortgages and Loans Payable
Mortgages and Loans Payable | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Mortgages and Loans Payable | MORTGAGES AND LOANS PAYABLE The following is a summary of the outstanding principal balances of our debt obligations as of March 31, 2017 and December 31, 2016 (in thousands): Interest Rate (1) March 31, 2017 December 31, 2016 Revolving credit facility due 2018 (2)(3) 2.23% $ 134,000 $ 28,000 Term loan due 2019 (3) 1.99% - 2.79% 185,000 185,000 Term loan due 2020 (3) 2.06% - 2.99% 185,000 185,000 Mortgages payable (4) 4.13% - 6.64% 122,480 134,941 Assumed below-market debt adjustments, net (5) 4,479 4,795 Deferred financing costs, net (6) (4,101 ) (4,521 ) Total $ 626,858 $ 533,215 (1) Includes the effects of derivative financial instruments (see Notes 3 and 8 ). (2) The gross borrowings under our revolving credit facility were $171 million during the three months ended March 31, 2017 . The gross payments on our revolving credit facility were $65 million during the three months ended March 31, 2017 . The revolving credit facility had a maximum capacity of $350 million as of March 31, 2017 and December 31, 2016 , respectively. (3) The revolving credit facility and term loans have options to extend their maturities to 2019 and 2021, respectively. A maturity date extension for the first or second tranche on the term loans requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. (4) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the related properties are neither available to pay the debts of the consolidated property-holding limited liability companies, nor constitute obligations of such consolidated limited liability companies as of March 31, 2017 and December 31, 2016 . (5) Net of accumulated amortization of $1.2 million and $1.3 million as of March 31, 2017 and December 31, 2016 , respectively. (6) Net of accumulated amortization of $1.4 million and $1.2 million as of March 31, 2017 and December 31, 2016 , respectively. Deferred financing costs related to the revolving credit facility were $1.5 million and $1.8 million , as of March 31, 2017 and December 31, 2016 , respectively, which is net of accumulated amortization of $2.5 million and $2.2 million , respectively, and are recorded in Other Assets, Net. As of March 31, 2017 and December 31, 2016 , the weighted-average interest rate for all of our mortgages and loans payable was 2.9% and 3.0% , respectively. The allocation of total debt between fixed and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, is summarized below (in thousands): March 31, 2017 December 31, 2016 As to interest rate: (1) Fixed-rate debt $ 492,480 $ 377,941 Variable-rate debt 134,000 155,000 Total $ 626,480 $ 532,941 As to collateralization: Unsecured debt $ 504,000 $ 398,000 Secured debt 122,480 134,941 Total $ 626,480 $ 532,941 (1) Includes the effects of derivative financial instruments (see Notes 3 and 8 ). |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
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 record liabilities as they arise related to environmental 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. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposure to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and the use of derivative financial instruments. Specifically, we enter into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our derivative financial instruments are used to manage differences in the amount, timing, and duration of our known or expected cash receipts and our known or expected cash payments principally related to our investments and borrowings. Cash Flow Hedges of Interest Rate Risk Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for our making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three months ended March 31, 2017 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings, which resulted in a loss of $0.1 million for the three months ended March 31, 2017 . A floor feature on the interest rate of our hedged debt that was not included on the associated interest rate swap caused this ineffectiveness. Amounts reported in AOCI related to these derivatives will be reclassified to Interest Expense, Net as interest payments are made on the variable-rate debt. During the next twelve months, we estimate that an additional $0.8 million will be reclassified from Other Comprehensive Income as a decrease to Interest Expense, Net. The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of March 31, 2017 (notional amount in thousands). We had no such interest rate swaps outstanding as of March 31, 2016 . Count Notional Amount Fixed LIBOR Maturity Date 4 $370,000 0.7%-1.7% 2019-2020 Derivatives Not Designated as Hedging Instruments Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of these derivative instruments, as well as any payments, are recorded directly in Other Expense, Net, and resulted in a loss of approximately $14,000 and $121,000 for the three months ended March 31, 2017 and 2016 , respectively. Credit-risk-related Contingent Features We have agreements with our derivative counterparties that contain provisions where, if we either default or are capable of being declared in default on any of our indebtedness, we could also be declared to be in default on our derivative obligations. As of March 31, 2017 and December 31, 2016 , the fair value of our derivatives excluded any adjustment for nonperformance risk related to these agreements. As of March 31, 2017 and December 31, 2016 , we have not posted any collateral related to these agreements. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Equity | EQUITY On May 9, 2017, our board of directors increased its estimated value per share of our common stock to $22.75 based substantially on the estimated market value of our portfolio of real estate properties as of March 31, 2017 . We engaged a third party valuation firm to provide a calculation of the range in estimated value per share of our common stock as of March 31, 2017 , which reflected certain balance sheet assets and liabilities as of that date. Distribution Reinvestment Plan —We have adopted a distribution reinvestment plan (“DRIP”) that allows stockholders to invest distributions in additional shares of our common stock. For the three months ended March 31, 2017 and 2016 , shares were issued under the DRIP at a price of $22.50 per share. Share Repurchase Program —Our share repurchase program (“SRP”) provides an opportunity for stockholders to have shares of common stock repurchased, subject to certain restrictions and limitations. The cash available for repurchases on any particular date will generally be limited to the proceeds from the DRIP during the preceding four fiscal quarters, less amounts already used for repurchases since the beginning of that period. The board of directors reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. Effective April 14, 2016, the repurchase price per share for all stockholders is equal to the estimated value per share of $22.50 , which was increased to $22.75 on May 9, 2017. Class B Units —The Operating Partnership issues limited partnership units that are designated as Class B units for asset management services provided by PE-NTR II. The vesting of the Class B units is contingent upon a market condition and service condition. We had outstanding unvested Class B units of 437,481 shares and 414,415 shares as of March 31, 2017 and December 31, 2016 , respectively. |
Earning Per Share
Earning Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. In the third quarter of 2016, approximately 4,400 shares of restricted stock were granted under our 2013 Independent Director Stock Plan and are potentially dilutive. The securities were included in our diluted EPS calculation but did not have a material impact on EPS for the three months ended March 31, 2017 . The impact of these grants on basic and diluted EPS has been calculated using the two-class method whereby earnings are allocated to the restricted stock units based on dividends declared and the units’ participation rights in undistributed earnings. The effects of the two-class method on basic and diluted EPS were immaterial to the consolidated financial statements for the three months ended March 31, 2017 and 2016 . Class B units are potentially dilutive securities as they contain non-forfeitable rights to dividends or dividend equivalents. There were 437,481 and 345,331 Class B units of the Operating Partnership outstanding as of March 31, 2017 and 2016 , respectively. The vesting of the Class B units is contingent upon satisfaction of a market condition and service condition. Since the satisfaction of both conditions was not probable as of March 31, 2017 and 2016 , the Class B units remained unvested and thus were not included in the diluted net (loss) income per share computations. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS Economic Dependency —We are dependent on PE-NTR II, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that are essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. In the event that PE-NTR II, the Property Manager, and/or their respective affiliates are unable to provide such services, we would be required to find alternative service providers, which could result in higher costs and expenses. Advisory Agreement —Pursuant to the PE-NTR II Agreement, PE-NTR II is entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. PE-NTR II manages our day-to-day affairs and our portfolio of real estate investments subject to the board’s supervision. Expenditures are reimbursed to PE-NTR II based on amounts incurred on our behalf. Acquisition Fee —We pay PE-NTR II under the current advisory agreement, and we paid American Realty Capital PECO II Advisors, LLC (“ARC”) under the former advisory agreement, 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% of the contract purchase price of each property we acquire, including acquisition or origination expenses and any debt attributable to such investments. Due Diligence Fee —We reimburse PE-NTR II for expenses incurred related to selecting, evaluating, and acquiring assets on our behalf. 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 partially by issuing a number of restricted operating partnership units designated as Class B Units to PE-NTR II and ARC, equal to: (i) 0.25% multiplied by (a) prior to the date on which we calculated an estimated net asset value (“NAV”) per share, the cost of assets and (b) on and after the date on which we calculated 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 calculated an estimated NAV per share, the value of one share of common stock as of the last day of such calendar quarter, which was equal to $22.50 (the primary offering price minus selling commissions and dealer manager fees) and (b) on and after the date on which we calculated an estimated NAV per share, the per share NAV. Our board of directors established an estimated NAV per share of $22.50 on April 14, 2016, and they increased such value to $22.75 on May 9, 2017. Under the PE-NTR II Agreement, the asset management fee is equal to 1% of the cost of our assets, and is paid 80% in cash and 20% in Class B units of the Operating Partnership. The cash portion of the asset management fee is paid on a monthly basis in arrears at the rate of 0.06667% multiplied by the cost of our assets as of the last day of the preceding monthly period. Under the first amendment to the Operating Partnership’s amended and restated agreement of limited partnership, the Class B units portion of the asset management fee was based on the rate of 0.05% multiplied by the cost of our assets. On April 14, 2016, we established an estimated NAV and the calculation of the Class B units portion of the asset management fee was changed to be based on the rate of 0.05% multiplied by the lower of the cost of our assets and our estimated NAV. The Class B units are issued quarterly in arrears and are subject to forfeiture provisions. PE-NTR II and ARC are entitled to receive distributions on the Class B units at the same rate as distributions are paid to common stockholders. Such distributions are in addition to the incentive compensation that PE-NTR II, ARC, and their affiliates may receive from us. During the three months ended March 31, 2017 and 2016 , the Operating Partnership issued 23,066 and 113,522 Class B units, respectively, to PE-NTR II and ARC under the advisory agreement for the asset management services performed by PE-NTR II. PE-NTR II or one of its affiliates must continue to provide advisory services through the date that such economic hurdle is met. The economic hurdle will be met when (a) the value of the Operating Partnership’s assets, plus all distributions made equal or exceeds (b) the total amount of capital contributed by investors, plus a 6% cumulative, pre-tax, non-compounded annual return on the capital contributed. Disposition Fee —We pay PE-NTR II under the PE-NTR II Agreement for substantial assistance in connection with the sale of properties or other investments up to the lesser of: (i) 2% 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 PE-NTR II and others) in connection with the sale may not exceed the lesser of a competitive real estate commission or 6% of the contract sales price. The conflicts committee of our board of directors will determine whether PE-NTR II has provided substantial assistance to us in connection with the sale of an asset. Substantial assistance in connection with the sale of a property includes 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 PE-NTR II in connection with a sale. General and Administrative Expenses —As of March 31, 2017 and December 31, 2016 , we owed PE-NTR II and their affiliates $59,463 and $43,021 , respectively, for general and administrative expenses paid on our behalf. Summarized below are the fees earned by and the expenses reimbursable to ARC and PE-NTR II, except for unpaid general and administrative expenses, which we disclose above, for the three months ended March 31, 2017 and 2016 , and any related amounts unpaid as of March 31, 2017 and December 31, 2016 (in thousands): Three Months Ended Unpaid Amount as of March 31, March 31, December 31, 2017 2016 2017 2016 Acquisition fees (1) $ 866 $ 1,009 $ — $ 179 Due diligence fees (1) 173 208 — — Asset management fees (2) 3,018 2,116 265 1,007 Class B units distribution (3) 169 217 60 57 Total $ 4,226 $ 3,550 $ 325 $ 1,243 (1) Prior to January 1, 2017, acquisition and due diligence fees were presented as Acquisition Expenses on the consolidated statements of operations. These are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheet based on the acquisition-date fair values of the respective assets and liability acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Represents the distributions paid to PE-NTR II and ARC as holders of Class B units of the Operating Partnership and is presented in General and Administrative on the consolidated statements of operations. 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 owned by Phillips Edison affiliates or other third parties. Property Management Fee —We pay to the Property Manager a monthly property management fee of 4% of the monthly gross cash receipts from the properties it manages. Leasing Commissions —In addition to the property management fee, if the Property Manager provides leasing services with respect to a property, we pay the Property Manager leasing fees in an amount equal to the leasing fees charged by unaffiliated persons rendering comparable services based on national market rates. The Property Manager shall be paid a leasing fee in connection with a tenant’s exercise of an option to extend an existing lease, and the leasing fees payable to the Property Manager may be increased by up to 50% in the event that the Property Manager engages a co-broker to lease a particular vacancy. Construction Management Fee —If we engage the Property Manager to provide construction management services with respect to a particular property, we pay a construction management fee in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the property. Expenses 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 PE-NTR II or certain of its affiliates. The Property Manager also directs the purchase of equipment and supplies and supervises all maintenance activity. 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 and corporate matters, as well as fees and expenses of third-party accountants. Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three months ended March 31, 2017 and 2016 , and any related amounts unpaid as of March 31, 2017 and December 31, 2016 (in thousands): Three Months Ended Unpaid Amount as of March 31, March 31, December 31, 2017 2016 2017 2016 Property management fees (1) $ 1,400 $ 992 $ 511 $ 423 Leasing commissions (2) 636 824 224 386 Construction management fees (2) 78 149 41 185 Other fees and reimbursements (3) 794 867 419 367 Total $ 2,908 $ 2,832 $ 1,195 $ 1,361 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. Transfer Agent —Prior to February 2016, we utilized transfer agent services provided by an affiliate of Realty Capital Securities, LLC, our former dealer manager. Fees incurred from this transfer agent represented amounts paid by PE-NTR II to the affiliate of the Dealer Manager for such services. We reimbursed PE-NTR II for these fees through the payment of organization and offering costs. The transfer agent ceased services and the agreement was terminated in connection with the bankruptcy of the transfer agent and its parent company. The following table details fees paid to the transfer agent for the three months ended March 31, 2017 and 2016 , and any related amounts unpaid, which are included as a component of total unpaid organization and offering costs, as of March 31, 2017 and December 31, 2016 (in thousands): Three Months Ended Unpaid Amount as of March 31, March 31, December 31, 2017 2016 2017 2016 Transfer agent fees incurred related to offering costs $ — $ — $ 140 $ 140 Other fees incurred from transfer agent — 140 560 560 Share Purchases by PE-NTR II and AR Capital Sponsor —PE-NTR II made an initial investment in us through the purchase of 8,888 shares of our common stock and may not sell any of these shares while serving as our advisor. AR Capital LLC, which is under common control with ARC, also purchased 17,778 shares of our common stock. PE-NTR II and AR Capital LLC purchased shares at a purchase price of $22.50 per share, reflecting no dealer manager fee or selling commissions paid on such shares. Unconsolidated Joint Venture —As of March 31, 2017 and December 31, 2016 , we owed the Joint Venture $52,586 and $152,104 , respectively, for real estate tax, property operating, and other general and administrative expenses paid on our behalf. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , assuming no new or renegotiated leases or option extensions on lease agreements, was as follows (in thousands): Year Amount Remaining 2017 $ 83,367 2018 104,757 2019 92,741 2020 80,484 2021 66,264 2022 and thereafter 255,707 Total $ 683,320 No single tenant comprised 10% or more of our aggregate annualized base rent (“ABR”) as of March 31, 2017 . As of March 31, 2017 , our real estate investments in Florida represented 15.2% of our ABR. As a result, the geographic concentration of our portfolio makes it particularly susceptible to adverse economic developments in the Florida real estate market. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Distributions to Stockholders Distributions equal to a daily amount of 0.00445205 per share of common stock outstanding were paid subsequent to March 31, 2017 , to the stockholders of record from March 1, 2017 through April 30, 2017 as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution March 1, 2017 through March 31, 2017 4/3/2017 $ 6,422 $ 3,143 $ 3,279 April 1, 2017 through April 30, 2017 5/1/2017 6,215 3,029 3,186 In May 2017, our board of directors authorized distributions to the stockholders of record at the close of business each day in the period commencing June 1, 2017 , through and including August 31, 2017 , equal to a daily amount of $0.00445205 per share of common stock. Acquisitions Subsequent to March 31, 2017 , we acquired the following property (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Evans Towne Center Evans, GA Publix 5/9/2017 $ 11,825 75,668 92.2 % Share Repurchase Program Subsequent to March 31, 2017 , we repurchased 169,394 shares of common stock in the amount of $3.8 million . |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 , which are included in our 2016 Annual Report on Form 10-K. In the opinion of management, all normal and recurring adjustments necessary for the fair presentation of the unaudited consolidated financial statements for the periods presented have been included in this Quarterly Report. Our results of operations for the three months ended March 31, 2017 , 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 majority-owned subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. |
Reclassifications | Reclassifications —The following line item on our consolidated statement of cash flows for the three months ended March 31, 2016 , was reclassified to conform to the current year presentation: • Loss on Write-off of Unamortized Tenant Allowance, Deferred Financing Expense, Capitalized Leasing Commission, Acquired Lease and Market Debt Adjustment was reclassified to Other. |
Newly Adopted and 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 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental income. We continue to evaluate the effect of this standard on our other sources of revenue. These include reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. However, we currently do not believe the adoption of this standard will significantly affect the timing of the recognition of our reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We may have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only three would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, proceeds from settlement of insurance claims, and distributions received from equity method investees. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period, change and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed above. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amends existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our acquisition activity will no longer be considered a business combination and will instead be classified as an asset acquisition. As a result, most acquisition-related expenses that would have been recorded on our consolidated statements of operations and comprehensive income as Acquisition Expense have been capitalized and will be amortized over the life of the related assets. As of March 31, 2017 , none of our real estate acquisitions in 2017 met the definition of a business; therefore, we accounted for all as asset acquisitions. |
Real Estate Acquisitions Asset
Real Estate Acquisitions Asset Acquisition (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Asset Acquisition [Abstract] | |
Newly Adopted and 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 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental income. We continue to evaluate the effect of this standard on our other sources of revenue. These include reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. However, we currently do not believe the adoption of this standard will significantly affect the timing of the recognition of our reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We may have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only three would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, proceeds from settlement of insurance claims, and distributions received from equity method investees. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period, change and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed above. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business . This update amends existing guidance in order to clarify when an integrated set of assets and activities is considered a business. We adopted ASU 2017-01 on January 1, 2017, and applied it prospectively. Under this new guidance, most of our acquisition activity will no longer be considered a business combination and will instead be classified as an asset acquisition. As a result, most acquisition-related expenses that would have been recorded on our consolidated statements of operations and comprehensive income as Acquisition Expense have been capitalized and will be amortized over the life of the related assets. As of March 31, 2017 , none of our real estate acquisitions in 2017 met the definition of a business; therefore, we accounted for all as asset acquisitions. |
Earning Per Share Earning Per S
Earning Per Share Earning Per Share (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy | We use the two-class method of computing earnings per share (“EPS”), which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends declared (whether paid or unpaid). Under the two-class method, basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common stock shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. |
Summary Of Significant Accoun24
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 2014-09, Revenue from Contracts with Customers (Topic 606) This update outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. In 2015, the Financial Accounting Standard Board (“FASB”) provided for a one-year deferral of the effective date for ASU 2014-09, making it effective for annual reporting periods beginning after December 15, 2017. January 1, 2018 Our revenue-producing contracts are primarily leases that are not within the scope of this standard. As a result, we do not expect the adoption of this standard to have a material impact on our rental income. We continue to evaluate the effect of this standard on our other sources of revenue. These include reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. However, we currently do not believe the adoption of this standard will significantly affect the timing of the recognition of our reimbursement revenue. We currently plan to adopt this guidance on a modified retrospective basis. ASU 2016-02, Leases (Topic 842) This update amends existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update is effective for annual reporting periods beginning after December 15, 2018, but early adoption is permitted. January 1, 2019 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. We may have a change in presentation on our consolidated statement of operations with regards to Tenant Recovery Income which includes reimbursement amounts we receive from tenants for operating expenses such as real estate taxes, insurance, and other common area maintenance. Additionally, this standard impacts the lessor’s ability to capitalize certain costs related to the leasing of vacant space. ASU 2016-15, Statement of Cash Flows (Topic 230) This update addresses the presentation of eight specific cash receipts and cash payments on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements. Of the eight specific cash receipts and cash payments listed within this guidance, we believe only three would be applicable to our business as it stands currently: debt prepayment or debt extinguishment costs, proceeds from settlement of insurance claims, and distributions received from equity method investees. We will continue to evaluate the impact that adoption of the standard will have on our presentation of these and any other applicable cash receipts and cash payments. ASU 2016-18, Statement of Cash Flows (Topic 230) This update amends existing guidance in order to clarify the classification and presentation of restricted cash on the statement of cash flows. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 Upon adoption, we will include amounts generally described as restricted cash within the beginning-of-period, change and end-of-period total amounts on the statement of cash flows rather than within an activity on the statement of cash flows. ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) This update amends existing guidance in order to provide consistency in accounting for the derecognition of a business or nonprofit activity. It is effective for annual reporting periods beginning after December 15, 2017, but early adoption is permitted. January 1, 2018 We will adopt this standard concurrently with ASU 2014-09, listed above. We expect the adoption will impact our transactions that are subject to the amendments, which, although expected to be infrequent, would include a partial sale of real estate or contribution of a nonfinancial asset to form a joint venture. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following is a summary of borrowings as of March 31, 2017 and December 31, 2016 (dollars in thousands): March 31, 2017 December 31, 2016 Fair value $ 622,856 $ 527,167 Recorded value (1) 630,959 537,736 (1) Recorded value does not include deferred financing costs, net of $4.1 million and $4.5 million as of March 31, 2017 and December 31, 2016 , respectively. |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value measurements of our derivative assets and liabilities as of March 31, 2017 and December 31, 2016 , are as follows (in thousands): March 31, 2017 December 31, 2016 Derivative asset: Interest rate swaps designated as hedging instruments - Term Loans $ 5,788 $ 5,369 Derivative liability: Interest rate swaps designated as hedging instruments - Term Loans $ 25 $ 463 Interest rate swaps not designated as hedging instruments - mortgage notes 678 850 Total $ 703 $ 1,313 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | For the three months ended March 31, 2017 and 2016 , we allocated the purchase price of acquisitions to the fair value of the assets acquired and liabilities assumed as follows (in thousands): 2017 2016 Land and improvements $ 22,047 $ 25,585 Building and improvements 58,958 67,862 Acquired in-place leases 9,214 10,107 Acquired above-market leases 1,318 272 Acquired below-market leases (2,976 ) (2,608 ) Total assets and lease liabilities acquired 88,561 101,218 Less: Fair value of assumed debt at acquisition — 5,916 Net assets acquired $ 88,561 $ 95,302 |
Schedule of Finite-Lived Intangible Assets Acquired | The weighted-average amortization periods for in-place, above-market, and below-market lease intangibles acquired during the three months ended March 31, 2017 and 2016 , are as follows (in years): 2017 2016 Acquired in-place leases 10 14 Acquired above-market leases 8 4 Acquired below-market leases 17 15 |
Mortgages and Loans Payable (Ta
Mortgages and Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The following is a summary of the outstanding principal balances of our debt obligations as of March 31, 2017 and December 31, 2016 (in thousands): Interest Rate (1) March 31, 2017 December 31, 2016 Revolving credit facility due 2018 (2)(3) 2.23% $ 134,000 $ 28,000 Term loan due 2019 (3) 1.99% - 2.79% 185,000 185,000 Term loan due 2020 (3) 2.06% - 2.99% 185,000 185,000 Mortgages payable (4) 4.13% - 6.64% 122,480 134,941 Assumed below-market debt adjustments, net (5) 4,479 4,795 Deferred financing costs, net (6) (4,101 ) (4,521 ) Total $ 626,858 $ 533,215 (1) Includes the effects of derivative financial instruments (see Notes 3 and 8 ). (2) The gross borrowings under our revolving credit facility were $171 million during the three months ended March 31, 2017 . The gross payments on our revolving credit facility were $65 million during the three months ended March 31, 2017 . The revolving credit facility had a maximum capacity of $350 million as of March 31, 2017 and December 31, 2016 , respectively. (3) The revolving credit facility and term loans have options to extend their maturities to 2019 and 2021, respectively. A maturity date extension for the first or second tranche on the term loans requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. (4) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the related properties are neither available to pay the debts of the consolidated property-holding limited liability companies, nor constitute obligations of such consolidated limited liability companies as of March 31, 2017 and December 31, 2016 . (5) Net of accumulated amortization of $1.2 million and $1.3 million as of March 31, 2017 and December 31, 2016 , respectively. (6) Net of accumulated amortization of $1.4 million and $1.2 million as of March 31, 2017 and December 31, 2016 , respectively. Deferred financing costs related to the revolving credit facility were $1.5 million and $1.8 million , as of March 31, 2017 and December 31, 2016 , respectively, which is net of accumulated amortization of $2.5 million and $2.2 million , respectively, and are recorded in Other Assets, Net. |
Schedule of Long-term Debt Instruments | The allocation of total debt between fixed and variable-rate as well as between secured and unsecured, excluding market debt adjustments and deferred financing costs, is summarized below (in thousands): March 31, 2017 December 31, 2016 As to interest rate: (1) Fixed-rate debt $ 492,480 $ 377,941 Variable-rate debt 134,000 155,000 Total $ 626,480 $ 532,941 As to collateralization: Unsecured debt $ 504,000 $ 398,000 Secured debt 122,480 134,941 Total $ 626,480 $ 532,941 (1) Includes the effects of derivative financial instruments (see Notes 3 and 8 ). |
Derivatives and Hedging Activ28
Derivatives and Hedging Activities Schedule of Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of March 31, 2017 (notional amount in thousands). We had no such interest rate swaps outstanding as of March 31, 2016 . Count Notional Amount Fixed LIBOR Maturity Date 4 $370,000 0.7%-1.7% 2019-2020 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Advisor Transactions | Summarized below are the fees earned by and the expenses reimbursable to ARC and PE-NTR II, except for unpaid general and administrative expenses, which we disclose above, for the three months ended March 31, 2017 and 2016 , and any related amounts unpaid as of March 31, 2017 and December 31, 2016 (in thousands): Three Months Ended Unpaid Amount as of March 31, March 31, December 31, 2017 2016 2017 2016 Acquisition fees (1) $ 866 $ 1,009 $ — $ 179 Due diligence fees (1) 173 208 — — Asset management fees (2) 3,018 2,116 265 1,007 Class B units distribution (3) 169 217 60 57 Total $ 4,226 $ 3,550 $ 325 $ 1,243 (1) Prior to January 1, 2017, acquisition and due diligence fees were presented as Acquisition Expenses on the consolidated statements of operations. These are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheet based on the acquisition-date fair values of the respective assets and liability acquired. (2) Asset management fees are presented in General and Administrative on the consolidated statements of operations. (3) Represents the distributions paid to PE-NTR II and ARC as holders of Class B units of the Operating Partnership and is presented in General and Administrative on the consolidated statements of operations. |
Property Manager Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the three months ended March 31, 2017 and 2016 , and any related amounts unpaid as of March 31, 2017 and December 31, 2016 (in thousands): Three Months Ended Unpaid Amount as of March 31, March 31, December 31, 2017 2016 2017 2016 Property management fees (1) $ 1,400 $ 992 $ 511 $ 423 Leasing commissions (2) 636 824 224 386 Construction management fees (2) 78 149 41 185 Other fees and reimbursements (3) 794 867 419 367 Total $ 2,908 $ 2,832 $ 1,195 $ 1,361 (1) The property management fees are included in Property Operating on the consolidated statements of operations. (2) Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets. (3) Other fees and reimbursements are included in Property Operating and General and Administrative on the consolidated statements of operations based on the nature of the expense. |
Transfer Agent Transactions | The following table details fees paid to the transfer agent for the three months ended March 31, 2017 and 2016 , and any related amounts unpaid, which are included as a component of total unpaid organization and offering costs, as of March 31, 2017 and December 31, 2016 (in thousands): Three Months Ended Unpaid Amount as of March 31, March 31, December 31, 2017 2016 2017 2016 Transfer agent fees incurred related to offering costs $ — $ — $ 140 $ 140 Other fees incurred from transfer agent — 140 560 560 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 , assuming no new or renegotiated leases or option extensions on lease agreements, was as follows (in thousands): Year Amount Remaining 2017 $ 83,367 2018 104,757 2019 92,741 2020 80,484 2021 66,264 2022 and thereafter 255,707 Total $ 683,320 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Dividends Paid | Distributions equal to a daily amount of 0.00445205 per share of common stock outstanding were paid subsequent to March 31, 2017 , to the stockholders of record from March 1, 2017 through April 30, 2017 as follows (in thousands): Distribution Period Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution March 1, 2017 through March 31, 2017 4/3/2017 $ 6,422 $ 3,143 $ 3,279 April 1, 2017 through April 30, 2017 5/1/2017 6,215 3,029 3,186 |
Schedule of Business Acquisitions, by Acquisition | Subsequent to March 31, 2017 , we acquired the following property (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Contractual Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Evans Towne Center Evans, GA Publix 5/9/2017 $ 11,825 75,668 92.2 % |
Organization (Details)
Organization (Details) | Mar. 31, 2017acquisition |
Entity Information [Line Items] | |
Number of Real Estate Properties | 78 |
Corporate Joint Venture | |
Entity Information [Line Items] | |
Number of Real Estate Properties | 12 |
Joint venture ownership percentage | 20.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Mortgages and Loans Payable - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Recorded Value | $ 630,959 | $ 537,736 |
Deferred financing cost, net | 4,101 | 4,521 |
Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value | $ 622,856 | $ 527,167 |
Fair Value Measurements (Deta34
Fair Value Measurements (Details) - Derivative Instruments $ in Thousands | Mar. 31, 2017USD ($)derivative | Dec. 31, 2016USD ($)derivative |
Interest Rate Swap | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 703 | $ 1,313 |
Designated as Hedging Instrument | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ (25) | $ (463) |
Not Designated as Hedging Instrument | Interest Rate Swap | Mortgages Payable | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Count | 2 | 2 |
Notional Amount | $ 15,700 | $ 15,800 |
Derivative Assets (Liabilities), at Fair Value, Net | $ (678) | $ (850) |
Term Loan Facility | Designated as Hedging Instrument | Interest Rate Swap | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Count | derivative | 4 | 2 |
Notional Amount | $ 370,000 | $ 243,000 |
Derivative Assets (Liabilities), at Fair Value, Net | $ 5,788 | $ 5,369 |
Investment in Unconsolidated 35
Investment in Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of Equity Method Investments [Line Items] | ||
Contribution to unconsolidated joint venture | $ 705 | $ 0 |
Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Debt instrument, term | 60 days | |
Loan balance joint venture | $ 0 | |
Debt instrument, basis spread on variable Rate | 1.70% | |
REIT Member | ||
Schedule of Equity Method Investments [Line Items] | ||
Joint venture ownership percentage | 20.00% | |
Contribution to unconsolidated joint venture | $ 15,300 | |
Investor Member | ||
Schedule of Equity Method Investments [Line Items] | ||
Joint venture ownership percentage | 80.00% | |
Maximum | Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Loan balance joint venture | $ 15,000 | |
Maximum | REIT Member | ||
Schedule of Equity Method Investments [Line Items] | ||
Contribution to unconsolidated joint venture | 50,000 | |
Maximum | Investor Member | ||
Schedule of Equity Method Investments [Line Items] | ||
Contribution to unconsolidated joint venture | $ 200,000 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Asset Acquisition [Abstract] | ||
Number of properties acquired during period | 4 | 6 |
Purchase Price | $ 88,561 | $ 101,218 |
Real estate acquisitions, assumed long term debt principal | 5,500 | |
Less: Fair value of assumed debt at acquisition | $ 0 | $ 5,916 |
Real Estate Acquisitions (Det37
Real Estate Acquisitions (Details) - Allocation - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Asset Acquisition [Abstract] | ||
Land and improvements | $ 22,047 | $ 25,585 |
Building and improvements | 58,958 | 67,862 |
Acquired in-place leases | 9,214 | 10,107 |
Acquired above-market leases | 1,318 | 272 |
Acquired below-market leases | (2,976) | (2,608) |
Total assets and lease liabilities acquired | 88,561 | 101,218 |
Less: Fair value of assumed debt at acquisition | 0 | 5,916 |
Net assets acquired | $ 88,561 | $ 95,302 |
Real Estate Acquisitions Real E
Real Estate Acquisitions Real Estate Acquisitions (Details) - Weighted average amortization periods | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Acquired in-place leases | ||
Asset Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 14 years |
Acquired above-market leases | ||
Asset Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | 4 years |
Acquired below-market leases | ||
Asset Acquisition [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 17 years | 15 years |
Mortgages and Loans Payable (De
Mortgages and Loans Payable (Details) - Debt Obligations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 626,480 | $ 532,941 |
Assumed below-market debt adjustment, net | 4,479 | 4,795 |
Deferred financing cost, net | (4,101) | (4,521) |
Total | 626,858 | 533,215 |
Accumulated amortization, assumed below-market debt adjustment | 1,200 | 1,300 |
Accumulated Amortization, Debt Issuance Costs | $ 1,400 | $ 1,200 |
Long-term Debt, Weighted Average Interest Rate | 2.90% | 3.00% |
Fixed-rate debt | $ 492,480 | $ 377,941 |
Variable-rate debt | 134,000 | 155,000 |
Unsecured Debt | 504,000 | 398,000 |
Secured Debt | $ 122,480 | 134,941 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.23% | |
Long-term Debt, Gross | $ 134,000 | 28,000 |
Proceeds from Lines of Credit | 171,000 | |
Repayments of Lines of Credit | 65,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 350,000 | 350,000 |
Debt Issuance Costs, Line of Credit Arrangements, Net | 1,500 | 1,800 |
Accumulated Amortization of Debt Issuance Costs, Line of Credit Arrangements | $ 2,500 | 2,200 |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Revolving Credit Facility Extension Fee, Percent | 0.15% | |
Term Loan Due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 185,000 | 185,000 |
Term Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 185,000 | 185,000 |
Mortgages Payable | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 122,480 | $ 134,941 |
Maximum | Term Loan Due 2019 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.79% | |
Maximum | Term Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.99% | |
Maximum | Mortgages Payable | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.64% | |
Minimum | Term Loan Due 2019 | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.99% | |
Minimum | Term Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.06% | |
Minimum | Mortgages Payable | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.13% |
Commitments And Contingencies N
Commitments And Contingencies Narrative (Details) | Mar. 31, 2017claim |
Commitments and Contingencies Disclosure [Abstract] | |
Loss Contingency, Pending Claims, Number | 0 |
Derivatives and Hedging Activ41
Derivatives and Hedging Activities (Details) - Interest Rate Swap | 3 Months Ended | ||
Mar. 31, 2017USD ($)derivative | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)derivative | |
Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) on Cash Flow Hedge Ineffectiveness, Net | $ (100,000) | ||
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | 800,000 | ||
Not Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Derivative, Loss on Derivative | $ (14,106) | $ (120,589) | |
Term Loan Facility | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Count | derivative | 4 | 2 | |
Notional Amount | $ 370,000,000 | $ 243,000,000 | |
Term Loan Facility | Maximum | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed LIBOR | 1.70% | ||
Term Loan Facility | Minimum | Designated as Hedging Instrument | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Fixed LIBOR | 0.70% |
Equity (Details)
Equity (Details) - $ / shares | May 09, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 |
Class of Stock [Line Items] | ||||
Unvested Class B Units Outstanding | 437,481 | 414,415 | 345,331 | |
Dividend Reinvestment Plan | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 22.50 | |||
Share Repurchase Program [Member] | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 22.50 | |||
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 22.75 | |||
Subsequent Event | Share Repurchase Program [Member] | ||||
Class of Stock [Line Items] | ||||
Share Price | $ 22.75 |
Earning Per Share (Details)
Earning Per Share (Details) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 4,400 | ||
Unvested Class B Units Outstanding | 437,481 | 414,415 | 345,331 |
Related Party Transactions (Det
Related Party Transactions (Details) - Advisor - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | May 09, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Accounts payable – affiliates | $ 2,332 | $ 3,499 | ||
Advisory Agreement | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 4,226 | $ 3,550 | ||
Accounts payable – affiliates | $ 325 | 1,243 | ||
Advisory Agreement | Acquisition fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 1.00% | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 866 | $ 1,009 | ||
Accounts payable – affiliates | $ 0 | 179 | ||
Advisory Agreement | Asset management fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 1.00% | |||
Class B Units Issuance Due Date | 60 days | |||
Common stock, price per share | $ 22.50 | |||
Class B units issued | 23,066 | 113,522 | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 3,018 | $ 2,116 | ||
Accounts payable – affiliates | $ 265 | 1,007 | ||
Advisory Agreement | Asset Management Fee, Portion Paid in Cash, Monthly Payment | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 0.06667% | |||
Advisory Agreement | General and Administrative Reimbursements | ||||
Related Party Transaction [Line Items] | ||||
Accounts payable – affiliates | $ 59 | 43 | ||
Advisory Agreement | Acquisition Expense Reimbursement | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 173 | 208 | ||
Accounts payable – affiliates | 0 | 0 | ||
Advisory Agreement | Dividend Paid | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 169 | $ 217 | ||
Accounts payable – affiliates | $ 60 | $ 57 | ||
Minimum | Advisory Agreement | Disposition fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 2.00% | |||
Maximum | Advisory Agreement | Disposition fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 6.00% | |||
Class B units | Advisory Agreement | Asset management fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 20.00% | |||
Cash | Advisory Agreement | Asset management fee | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, rate | 80.00% | |||
Subsequent Event | Advisory Agreement | Asset management fee | ||||
Related Party Transaction [Line Items] | ||||
Common stock, price per share | $ 22.75 |
Related Party Transactions (D45
Related Party Transactions (Details) - Property Manager Transactions - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties | $ 2,332 | $ 3,499 | |
Property Manager | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 2,908 | $ 2,832 | |
Accounts Payable, Related Parties | $ 1,195 | 1,361 | |
Property Manager | Property management fee | |||
Related Party Transaction [Line Items] | |||
Property management fee, percent fee | 4.00% | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,400 | 992 | |
Accounts Payable, Related Parties | $ 511 | 423 | |
Property Manager | Leasing Commissions | |||
Related Party Transaction [Line Items] | |||
Allowed Percentage Increase to Leasing Fee Payable | 50.00% | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 636 | 824 | |
Accounts Payable, Related Parties | 224 | 386 | |
Property Manager | Construction management fee | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 78 | 149 | |
Accounts Payable, Related Parties | 41 | 185 | |
Property Manager | Other fees and reimbursements | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 794 | $ 867 | |
Accounts Payable, Related Parties | $ 419 | $ 367 |
Related Party Transactions Rela
Related Party Transactions Related Party Transactions (Details) - Transfer Agent - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |||
Transfer agent fees incurred related to offering costs | $ 0 | $ 0 | |
Agent fees payable | 140 | $ 140 | |
Other fees incurred from transfer agent | 0 | $ 140 | |
Other fees payable | $ 560 | $ 560 |
Related Party Transactions (D47
Related Party Transactions (Details) - Other - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transactions [Abstract] | ||
Shares owned by sub-advisor | 8,888 | |
Shares owned by AR capital sponsor | 17,778 | |
Advisor and sub-advisor share purchase price | $ 22.50 | |
Due to unconsolidated JV | $ 52,586 | $ 152,104 |
Operating Leases (Details)
Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Leases, Operating [Abstract] | |
Concentration Risk, Percentage | 15.20% |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
Remaining 2,017 | $ 83,367 |
2,018 | 104,757 |
2,019 | 92,741 |
2,020 | 80,484 |
2,021 | 66,264 |
2022 and thereafter | 255,707 |
Total | $ 683,320 |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions - USD ($) $ / shares in Units, $ in Thousands | May 01, 2017 | Apr. 03, 2017 | Apr. 30, 2017 | Aug. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Subsequent Event [Line Items] | ||||||
Other fees incurred from transfer agent | $ 0 | $ 140 | ||||
Common stock, dividends, per share, declared | $ 0.40 | $ 0.40 | ||||
Distribution reinvestment plan (DRIP), value | $ 9,196 | $ 9,709 | ||||
Net cash distribution | $ 9,415 | $ 8,855 | ||||
Dividend Paid | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, dividends, per share, declared | $ 0.00445205 | |||||
Gross amount of distribution paid | $ 6,215 | $ 6,422 | ||||
Distribution reinvestment plan (DRIP), value | 3,029 | 3,143 | ||||
Net cash distribution | $ 3,186 | $ 3,279 | ||||
Dividend Declared | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Common stock, dividends, per share, declared | $ 0.00445205 |
Subsequent Events Acquisition (
Subsequent Events Acquisition (Details) - Subsequent Event - Evans Town Center $ in Thousands | May 09, 2017USD ($)ft² |
Subsequent Event [Line Items] | |
Payments to acquire businesses, gross | $ | $ 11,825 |
Area of real estate property | ft² | 75,668 |
Real estate properties, percentage of area under lease contract | 92.20% |
Subsequent Events Share Repurch
Subsequent Events Share Repurchase Program (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Subsequent Event [Line Items] | |||
Stock repurchased during period, value | $ 8,165 | $ 1,517 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Stock repurchased during period, shares | 169,394 | ||
Stock repurchased during period, value | $ 3,811 |