Document And Entity Information
Document And Entity Information - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jul. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 | |
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 | 46.9 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Investment in real estate: | ||
Land and improvements | $ 526,435 | $ 520,526 |
Building and improvements | 1,064,058 | 1,047,758 |
Acquired in-place lease assets | 160,261 | 158,510 |
Acquired above-market lease assets | 15,017 | 14,742 |
Total investment in property | 1,765,771 | 1,741,536 |
Accumulated depreciation and amortization | (195,514) | (157,290) |
Net investment in property | 1,570,257 | 1,584,246 |
Investment in unconsolidated joint venture | 11,101 | 16,076 |
Total investment in real estate assets, net | 1,581,358 | 1,600,322 |
Cash and cash equivalents | 3,440 | 1,435 |
Restricted cash | 4,381 | 4,382 |
Other assets, net | 55,546 | 46,178 |
Total assets | 1,644,725 | 1,652,317 |
Liabilities: | ||
Debt obligations, net | 802,021 | 775,275 |
Acquired below-market lease liabilities, net of accumulated amortization of $13,287 and $10,959, respectively | 53,230 | 54,994 |
Accounts payable - affiliates | 1,628 | 1,808 |
Accounts payable and other liabilities | 33,043 | 36,961 |
Total liabilities | 889,922 | 869,038 |
Commitments and contingencies (Note 8) | 0 | 0 |
Equity: | ||
Preferred stock, $0.01 par value per share, 10,000 shares authorized, zero shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 0 | 0 |
Common stock, $0.01 par value per share, 1,000,000 shares authorized, 46,745 and 46,584 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 470 | 468 |
Additional paid-in capital | 1,035,362 | 1,031,685 |
Accumulated other comprehensive income (“AOCI”) | 14,337 | 6,459 |
Accumulated deficit | (295,366) | (255,333) |
Total equity | 754,803 | 783,279 |
Total liabilities and equity | $ 1,644,725 | $ 1,652,317 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Acquired below-market lease liabilities, accumulated amortization | $ 13,287 | $ 10,959 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued and outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued and outstanding | 46,745,000 | 46,584,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Rental income | $ 32,228 | $ 29,553 | $ 64,207 | $ 58,029 |
Tenant recovery income | 11,209 | 10,130 | 23,094 | 20,339 |
Other property income | 269 | 275 | 565 | 391 |
Total revenues | 43,706 | 39,958 | 87,866 | 78,759 |
Expenses: | ||||
Property operating | 6,832 | 6,192 | 14,158 | 12,795 |
Real estate taxes | 6,980 | 6,489 | 14,003 | 12,610 |
General and administrative | 4,694 | 5,467 | 9,031 | 10,080 |
Depreciation and amortization | 19,083 | 17,514 | 37,971 | 34,536 |
Total expenses | 37,589 | 35,662 | 75,163 | 70,021 |
Other: | ||||
Interest expense, net | (7,566) | (5,452) | (15,034) | (9,926) |
Transaction expenses | (180) | 0 | (496) | 0 |
Other income (expense), net | 11 | (96) | (45) | (151) |
Net loss | $ (1,618) | $ (1,252) | $ (2,872) | $ (1,339) |
Earnings per common share: | ||||
Net loss per share - basic and diluted | $ (0.03) | $ (0.03) | $ (0.06) | $ (0.03) |
Weighted-average common shares outstanding: | ||||
Basic and diluted | 46,758 | 46,529 | 46,726 | 46,520 |
Comprehensive income (loss): | ||||
Net loss | $ (1,618) | $ (1,252) | $ (2,872) | $ (1,339) |
Other comprehensive income (loss): | ||||
Change in unrealized gain (loss) on interest rate swaps | 1,865 | (733) | 7,878 | 180 |
Comprehensive income (loss) | $ 247 | $ (1,985) | $ 5,006 | $ (1,159) |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | AOCI | Accumulated Deficit |
Balance, shares at Dec. 31, 2016 | 46,372 | ||||
Balance, values at Dec. 31, 2016 | $ 862,234 | $ 463 | $ 1,026,887 | $ 4,906 | $ (170,022) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchases, shares | (708) | ||||
Share repurchases, value | (15,962) | $ (6) | (15,956) | ||
Distribution reinvestment plan (DRIP), shares | 820 | ||||
Distribution reinvestment plan (DRIP), value | 18,482 | $ 10 | 18,472 | ||
Change in unrealized gain on interest rate swaps | 180 | 180 | |||
Common distributions declared, $0.81 per share | (37,578) | (37,578) | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 1 | ||||
Share-based compensation | 27 | $ 0 | 27 | ||
Net loss | (1,339) | (1,339) | |||
Balance, shares at Jun. 30, 2017 | 46,485 | ||||
Balance, values at Jun. 30, 2017 | 826,044 | $ 467 | 1,029,430 | 5,086 | (208,939) |
Balance, shares at Dec. 31, 2017 | 46,584 | ||||
Balance, values at Dec. 31, 2017 | 783,279 | $ 468 | 1,031,685 | 6,459 | (255,333) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adoption of ASU 2017-05 (see Note 2) | 835 | 835 | |||
Balance, shares at Jan. 01, 2018 | 46,584 | ||||
Balance, values at Jan. 01, 2018 | 784,114 | $ 468 | 1,031,685 | 6,459 | (254,498) |
Balance, shares at Dec. 31, 2017 | 46,584 | ||||
Balance, values at Dec. 31, 2017 | $ 783,279 | $ 468 | 1,031,685 | 6,459 | (255,333) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share repurchases, shares | (600) | (601) | |||
Share repurchases, value | $ (13,669) | $ (6) | (13,663) | ||
Distribution reinvestment plan (DRIP), shares | 761 | ||||
Distribution reinvestment plan (DRIP), value | 17,321 | $ 8 | 17,313 | ||
Change in unrealized gain on interest rate swaps | 7,878 | 7,878 | |||
Common distributions declared, $0.81 per share | (37,996) | (37,996) | |||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 1 | ||||
Share-based compensation | 27 | $ 0 | 27 | ||
Net loss | (2,872) | (2,872) | |||
Balance, shares at Jun. 30, 2018 | 46,745 | ||||
Balance, values at Jun. 30, 2018 | $ 754,803 | $ 470 | $ 1,035,362 | $ 14,337 | $ (295,366) |
Consolidated Statements Of Equ6
Consolidated Statements Of Equity (Parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Stockholders' Equity [Abstract] | ||
Common distributions declared per share | $ 0.81 | $ 0.81 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,872) | $ (1,339) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 37,362 | 33,834 |
Net amortization of above- and below-market leases | (1,202) | (1,213) |
Amortization of deferred financing expense | 1,511 | 1,359 |
Change in fair value of derivatives | (239) | (235) |
Straight-line rental income | (1,319) | (1,492) |
Other | 310 | 152 |
Changes in operating assets and liabilities: | ||
Accounts payable – affiliates | (180) | (170) |
Other assets | (1,987) | (6,562) |
Accounts payable and other liabilities | (1,910) | 230 |
Net cash provided by operating activities | 29,474 | 24,564 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | (19,741) | (110,879) |
Capital expenditures | (4,415) | (3,832) |
Investment in unconsolidated joint venture | 0 | (1,291) |
Return of investment in unconsolidated joint venture | 4,750 | 400 |
Principal disbursement on notes receivable - affiliate | 0 | (1,272) |
Net cash used in investing activities | (19,406) | (116,874) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net change in credit facility | 28,000 | 138,000 |
Payments on mortgages and loans payable | (1,646) | (13,070) |
Payments of deferred financing expenses | 0 | (181) |
Distributions paid, net of DRIP | (20,773) | (19,276) |
Repurchases of common stock | (13,645) | (15,962) |
Net cash (used in) provided by financing activities | (8,064) | 89,511 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 2,004 | (2,799) |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH: | ||
Beginning of period | 5,817 | 11,088 |
End of period | 7,821 | 8,289 |
RECONCILIATION TO CONSOLIDATED BALANCE SHEET | ||
Cash, cash equivalents, and restricted cash at end of period | 5,817 | 11,088 |
SUPPLEMENTAL CASH FLOW DISCLOSURE, INCLUDING NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Cash paid for interest | 14,332 | 8,995 |
Fair value of debt assumed | 0 | 14,394 |
Accrued capital expenditures and acquisition costs | 1,610 | 2,738 |
Change in distributions payable | (98) | (180) |
Distributions reinvested | $ 17,321 | $ 18,482 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 1. 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. We invest primarily in well-occupied, grocery-anchored, neighborhood and community shopping centers that have a mix of creditworthy national and regional retailers that sell necessity-based goods and services in strong demographic markets throughout the United States. Our advisor and property managers are owned by Phillips Edison & Company, Inc. and its subsidiaries (“PECO,” “Advisor,” or “Manager”). Under the terms of the Amended and Restated Advisory Agreement (“Advisory Agreement”) and the master property management and master services agreements (“Management Agreements”) between subsidiaries of PECO and us, PECO is responsible for the management of our day-to-day activities and the implementation of our investment strategy. As of June 30, 2018 , we wholly-owned fee simple interests in 86 real estate properties acquired from third parties unaffiliated with us or PECO. In addition, we own a 20% equity interest in a joint venture that owned 14 real estate properties as of June 30, 2018 (see Note 5 ). On July 17, 2018 , we entered into an Agreement and Plan of Merger ("Merger Agreement") pursuant to which, subject to the satisfaction or waiver of certain conditions, we will merge with PECO, with PECO continuing as the surviving corporation (“Merger”). As consideration for the Merger, PECO will issue 2.04 shares of PECO common stock in exchange for each share of our common stock and will assume the majority of our outstanding debt, subject to closing adjustments. For a more detailed discussion, see Note 3 . |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. For example, significant estimates and assumptions have been made with respect to the useful lives of assets; recoverable amounts of receivables; and other fair value measurement assessments required for the preparation of the consolidated financial statements. As a result, these estimates are subject to a degree of uncertainty. Other than those noted below, there have been no changes to our significant accounting policies during the six months ended June 30, 2018 . For a full summary of our accounting policies, refer to our 2017 Annual Report on Form 10-K filed with the SEC on March 27, 2018. 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, 2017 , which are included in our 2017 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 and six months ended June 30, 2018 , 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. Investment in Unconsolidated Joint Venture —We account for our investment in our unconsolidated joint venture using the equity method of accounting as we exercise significant influence over, but do not control, this entity. This investment was initially recorded at cost and is subsequently adjusted for contributions made to and distributions received from the joint venture. Earnings or losses on our investment are recognized in accordance with the terms of the applicable joint venture agreement, generally through a pro rata allocation. Under a pro rata allocation, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. We use the cumulative earnings approach to classify distributions from our unconsolidated joint venture. Distributions received are considered returns on investment and classified as cash inflows from operating activities unless our cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed cumulative equity in earnings recognized by us. When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and is classified as cash inflows from investing activities. On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the value of our investment in our unconsolidated joint venture may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value. Management’s estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums, capitalization rates, discount rates and credit spreads used in these models are based upon rates we believe to be within a reasonable range of current market rates. 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 consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842); These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) This update amends existing guidance by replacing the incurred loss impairment methodology currently used with a methodology that reflects expected credit losses and requires consideration of a broader range of information to inform credit loss estimates. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements, but do not expect the adoption to have a material impact. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters 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. January 1, 2018 We have evaluated the impact of ASU 2017-05 on $0.8 million of deferred gains relating to the contribution of real estate assets in 2016 to our joint venture. As a result of our evaluation, we determined that this contribution meets all of the requirements under ASC 610-20 as a completed sale. In accordance with the modified retrospective transition method, we recognized the cumulative effect of the change, representing the recognition of $0.8 million of previously deferred gain as of December 31, 2017, in the opening balance of Accumulated Deficit with a corresponding adjustment to the opening balance of Accounts Payable and Other Liabilities as of the beginning of 2018. ASU 2016-15, Statement of Cash Flows (Topic 230); These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. 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 also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 The majority of our revenue is lease revenue from our wholly-owned properties. We record these amounts as Rental Income and Tenant Recovery Income on the consolidated statements of operations. These revenue amounts are excluded from the scope of ASU 2014-09. As a result, the adoption of ASU 2014-09 did not result in any adjusting entries to prior periods as our revenue recognition related to these revenues aligned with the updated guidance. Reclassifications —The following line item on our consolidated statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2017 , was reclassified: • Unrealized Gain on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain (Loss) on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. |
Proposed Merger With PECO (Note
Proposed Merger With PECO (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. PROPOSED MERGER WITH PECO On July 17, 2018 , we entered into a Merger Agreement pursuant to which we will merge with PECO , with PECO continuing as the surviving corporation. The Merger will result in a national portfolio of 321 grocery-anchored shopping centers encompassing approximately 36.6 million square feet in established trade areas across 33 states. As consideration for the Merger, PECO will issue 2.04 shares of PECO common stock in exchange for each share of our common stock, which, for our shareholders, is equivalent to $22.54 based on PECO’s most recent estimated value per share of $11.05 . The exchange ratio is based on a thorough review of the relative valuation of each entity, including factoring in PECO’s growing investment management business as well as each company’s transaction costs. We will not pay any internalization or disposition fees in connection with the Merger. Our outstanding debt is expected to be refinanced or assumed by PECO at closing under the terms of the Merger Agreement. The Merger Agreement provides us with a 30-day go-shop period pursuant to which we may solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals from third-parties. The Merger Agreement also provides certain termination rights for us and for PECO. In connection with the termination of the Merger Agreement, under certain specified circumstances, (i) we may be required to pay PECO a termination fee of $15.9 million in connection with the go-shop provision or $31.7 million in connection with termination for reasons other than the go-shop provision, and (ii) PECO may be required to pay us a termination fee of $75.6 million in the event that PECO terminates the Merger Agreement. The parties to the Merger Agreement or their respective affiliates will enter into an agreement to terminate, effective immediately prior to the Merger, the Advisory Agreement and Management Agreements, in each case with no further payment under such agreements other than amounts accrued thereunder and previously unpaid. Immediately following the closing of the Merger, PECO shareholders are expected to own approximately 71% and our shareholders are expected to own approximately 29% of the combined company. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. FAIR VALUE MEASUREMENTS The following describes the methods we use to estimate the fair value of our financial and nonfinancial assets and liabilities: Cash and Cash Equivalents, Restricted Cash, Accounts Receivable, and Accounts Payable —We consider the carrying values of these financial instruments to approximate fair value because of the short period of time between origination of the instruments and their expected realization. Real Estate Investments —The purchase prices of the investment properties, including related lease intangible assets and liabilities, were allocated at estimated fair value based on Level 3 inputs, such as discount rates, capitalization rates, comparable sales, replacement costs, income and expense growth rates, and current market rents and allowances as determined by management. Debt Obligations —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 rates used approximate 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 June 30, 2018 and December 31, 2017 (dollars in thousands): June 30, 2018 December 31, 2017 Fair value $ 796,536 $ 770,537 Recorded value (1) 806,359 780,545 (1) Recorded value does not include deferred financing costs of $4.3 million and $5.3 million as of June 30, 2018 and December 31, 2017 , respectively. Derivative Instruments —As of June 30, 2018 and December 31, 2017 , we had five interest rate swaps that fixed LIBOR on $570 million of our unsecured term loan facilities (“Term Loans”). All interest rate swap agreements are measured at fair value on a recurring basis. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. In accordance with ASC 820 Fair Value Measurement , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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 June 30, 2018 and December 31, 2017 , 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 June 30, 2018 and December 31, 2017 , were as follows (in thousands): June 30, 2018 December 31, 2017 Derivative asset: Interest rate swaps designated as hedging instruments - Term Loans $ 14,337 $ 6,544 Derivative liability: Interest rate swaps designated as hedging instruments - Term Loans $ — $ 85 Interest rate swaps not designated as hedging instruments - mortgage notes 16 255 Total $ 16 $ 340 |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Joint Venture | 5. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE In March 2016, we entered into a joint venture (“Joint Venture”) where we may contribute up to $50 million in equity. The following table summarizes the cumulative activity related to our unconsolidated Joint Venture as of June 30, 2018 and December 31, 2017 (dollars in thousands): June 30, 2018 December 31, 2017 Ownership Percentage 20 % 20 % Number of shopping centers 14 14 Cumulative equity contribution $ 17,456 $ 17,456 Cumulative distributions 5,700 950 |
Real Estate Acquisitions
Real Estate Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Real Estate Acquisitions | 6. REAL ESTATE ACQUISITIONS During the six months ended June 30, 2018 and 2017 , we acquired one and six grocery-anchored shopping centers, respectively. None of these acquisitions were considered business combinations, but rather were classified as asset acquisitions. As such, most acquisition-related costs were capitalized and are included in the total purchase prices shown below. Our real estate asset acquired during the six months ended June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Arlington Station Arlington, TX Walmart 1/19/2018 $ 18,483 113,742 92.4% During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Herndon Station Fresno, CA Save Mart 2/10/2017 $ 16,934 95,370 96.1% Windmill Station Clovis, CA Save Mart (1) 2/10/2017 9,665 27,486 100.0% Plaza 23 Station Pompton Plains, NJ Stop & Shop 2/27/2017 52,375 161,035 95.5% Bells Fork Station Greenville, NC Harris Teeter 3/1/2017 9,609 71,666 91.7% Evans Towne Centre Evans, GA Publix 5/9/2017 12,030 75,668 92.2% Riverlakes Village Bakersfield, CA Vons 6/16/2017 24,337 (2) 92,212 95.8% (1) We do not own the portion of the shopping center that contains the grocery anchor. (2) The purchase price includes debt assumed as part of the acquisition. The fair value at acquisition as well as weighted-average useful life for in-place, above-market, and below-market lease intangibles acquired during the six months ended June 30, 2018 and 2017 , are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 1,751 8 $ 12,212 10 Acquired above-market leases 275 9 1,415 8 Acquired below-market leases (564 ) 13 (3,556 ) 17 |
Debt Obligations, Net
Debt Obligations, Net | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations, Net | 7. DEBT OBLIGATIONS, NET The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, of our debt obligations as of June 30, 2018 and December 31, 2017 (in thousands): Interest Rate June 30, 2018 December 31, 2017 Revolving credit facility (1) 3.62% $ 85,357 $ 57,357 Term loans (2) 2.24%-4.09% 570,000 570,000 Mortgages payable (3) 3.45%-6.64% 147,434 149,081 Assumed below-market debt adjustment, net (4) 3,568 4,107 Deferred financing costs, net (5) (4,338 ) (5,270 ) Total $ 802,021 $ 775,275 (1) We exercised an option to extend the maturity date to January 2019 and have an additional option to extend the maturity date to July 2019. Gross borrowings under our revolving credit facility were $68.0 million and gross payments on our revolving credit facility were $40.0 million during the six months ended June 30, 2018 . The revolving credit facility has a maximum capacity of $350 million . The revolving credit facility is expected to be paid in full at closing of the Merger. (2) Of the outstanding Term Loans balance, $185 million matures in July 2019 with options to extend to 2021, $185 million matures in June 2020 with an option to extend to 2021, and $200 million matures in 2024. A maturity date extension requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of June 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $2.5 million and $2.0 million as of June 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $3.6 million and $2.6 million as of June 30, 2018 and December 31, 2017 , respectively. As of June 30, 2018 and December 31, 2017 , the weighted-average interest rate for all of our mortgages and loans payable was 3.5% . The allocation of total debt between fixed and variable-rate and between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of June 30, 2018 and December 31, 2017 , is summarized below (in thousands): June 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 717,434 $ 719,081 Variable-rate debt 85,357 57,357 Total $ 802,791 $ 776,438 As to collateralization: Unsecured debt $ 655,357 $ 627,357 Secured debt 147,434 149,081 Total $ 802,791 $ 776,438 (1) Includes the effects of derivative financial instruments (see Notes 4 and 9 ). |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 8. COMMITMENTS AND CONTINGENCIES Litigation —We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the resolution of such claims and litigation will not have a material adverse effect on our consolidated financial statements. Environmental Matters —In connection with the ownership and operation of real estate, we may potentially be liable for costs and damages related to environmental matters. In addition, we may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property, and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify us against future remediation costs. We also carry environmental liability insurance on our properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which we may be liable. We are not aware of any environmental matters which we believe are reasonably likely to have a material effect on our consolidated financial statements. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 9. 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 interest rate swaps 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 —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 changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in AOCI and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the six months ended June 30, 2018 and 2017 , such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. The ineffectiveness previously reported in earnings for the period ended June 30, 2017, was adjusted to reflect application of the provisions of ASU 2017-12, Derivatives and Hedging (Topic 815) , as of the beginning of 2017. This adjustment was not material. 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 $5.5 million will be reclassified from Other Comprehensive Income (“OCI”) to offset 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 June 30, 2018 and December 31, 2017 (notional amount in thousands): 2018 2017 Count 5 5 Notional Amount $ 570,000 $ 570,000 Fixed LIBOR 0.7%-2.2% 0.7%-2.2% Maturity Date 2019-2024 2019-2024 The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative $ 2,567 $ (771 ) $ 8,818 $ (136 ) Amount of gain (loss) reclassified from AOCI into interest expense 702 (16 ) 940 (238 ) 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 June 30, 2018 , the fair value of our derivatives in a net liability position was not material. The fair value includes accrued interest but excludes any adjustment for nonperformance risk related to these agreements. As of June 30, 2018 , we had not posted any collateral related to these agreements and were not in breach of any agreement provisions. If we had breached any of these provisions, we could have been required to settle our obligations under the agreements at their termination value, which would not be material. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Equity | 10. EQUITY On May 9, 2018, our board of directors increased its estimated value per share of our common stock from $22.75 to $22.80 based substantially on the estimated market value of our portfolio of real estate properties as of March 31, 2018. 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, 2018, which reflected certain balance sheet assets and liabilities as of that date. Shares of our common stock are issued under the DRIP and redeemed under the Share Repurchase Program (“SRP”), as discussed below, at the same price as the estimated value per share in effect at the time of issuance or redemption. Distribution Reinvestment Plan —The DRIP allows stockholders to invest distributions in additional shares of our common stock. Stockholders who elect to participate in the DRIP, and who are subject to U.S. federal income taxation laws, will incur a tax liability on an amount equal to the fair value on the relevant distribution date of the shares of our common stock purchased with reinvested distributions, even though such stockholders have elected not to receive the distributions in cash. In connection with the Merger, the DRIP was temporarily suspended for the month of July 2018, and DRIP participants received their July 2018 distributions in cash rather than in stock. The DRIP resumed in August 2018, with the distribution payable in September. Share Repurchase Program —Our 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. Our board of directors reserves the right, in its sole discretion, at any time and from time to time, to reject any request for repurchase. In connection with the Merger, we also temporarily suspended the SRP for the month of July 2018 and resumed in August 2018. During the six months ended June 30, 2018 , repurchase requests surpassed the funding limits under the SRP. When we are unable to fulfill all repurchase requests in a given month, we will honor requests on a pro rata basis to the extent funds are available. We will continue to fulfill repurchases sought upon a stockholder’s death, “qualifying disability,” or “determination of incompetence” in accordance with the terms of the SRP. Approximately 0.6 million shares of our common stock were repurchased under our SRP during the six months ended June 30, 2018 . Repurchase requests in connection with a stockholder’s death, “qualifying disability,” or “determination of incompetence” were completed in full. The remaining repurchase requests that were in good order were fulfilled on a pro rata basis. As of June 30, 2018, we had approximately 1.1 million shares of unfulfilled repurchase requests, which will be treated as requests for repurchase during future months until satisfied or withdrawn. Class B Units —The Operating Partnership issues limited partnership units that are designated as Class B units for asset management services provided by PECO. The vesting of the Class B units is contingent upon a market condition and service condition. We had 0.5 million and 0.4 million unvested Class B units outstanding as of June 30, 2018 and December 31, 2017 , respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 11. 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 shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. Restricted stock is granted under our 2013 Independent Director Stock Plan and is potentially dilutive. There were 3,600 and 3,300 unvested restricted stock awards outstanding as of June 30, 2018 and 2017 , respectively. During periods of net loss, these securities are anti-dilutive and, as a result, are excluded from the weighted average common shares used to calculate diluted EPS. Class B units are participating securities as they contain non-forfeitable rights to dividends or dividend equivalents, and are potentially dilutive due to their right of conversion to common stock upon vesting. There were 0.5 million Class B units of the Operating Partnership outstanding as of June 30, 2018 and 2017 , 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 June 30, 2018 and 2017 , the Class B units remained unvested and thus were not included in the diluted net loss per share computations. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. RELATED PARTY TRANSACTIONS Economic Dependency —We are dependent on PECO 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 PECO is unable to provide such services, we would be required to find alternative service providers, which could result in higher costs and expenses. Advisor —Our current advisory agreement became effective September 1, 2017. Pursuant to the Advisory Agreement, the Advisor is entitled to specified fees for certain services, including managing our day-to-day activities and implementing our investment strategy. The Advisor manages our day-to-day affairs and our portfolio of real estate investments subject to the board of directors’ supervision. Asset Management Fee and Subordinated Participation Date Rate Payable Description January 1, 2016 through August 31, 2017 1.00% 80% in cash; 20% in Class B units The cash portion was 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. The Class B unit portion was issued on a quarterly basis at the rate of 0.05% multiplied by the lower of the cost of assets and the applicable quarterly net asset value (“NAV”), divided by the per share NAV. Beginning September 1, 2017 0.85% 80% in cash; 20% in Class B units The cash portion is paid on a monthly basis in arrears at the rate of 0.05667% multiplied by the cost of our assets as of the last day of the preceding monthly period. The Class B unit portion is issued on a quarterly basis at the rate of 0.0425% multiplied by the lower of the cost of assets and the applicable quarterly NAV, divided by the per share NAV. The Advisor is 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 the Advisor and its affiliates may receive from us. During the six months ended June 30, 2018 and 2017 , the Operating Partnership issued 39,455 and 46,131 Class B units, respectively, to the Advisor for asset management services performed. Prior to September 2017, a portion of the asset management fee and subordinated participation, and distributions on Class B units, were paid to a former third-party advisor. Effective September 2017, this relationship was terminated. Other Advisory Fees and Reimbursements Paid in Cash Fee Type Date Rate Description Acquisition fee January 1, 2015 though August 31, 2017 1.00% Equal to the product of (x) the rate and (y) the cost of investments we acquired or originated, including any debt attributable to such investments. Beginning September 1, 2017 0.85% Acquisition expenses Beginning January 1, 2015 N/A Reimbursements for direct expenses, including certain personnel costs, incurred related to selecting, evaluating, and acquiring assets on our behalf. Disposition fee (1) January 1, 2015 through August 31, 2017 2.00% Equal to the lesser of: (i) the product of the rate and 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 the Advisor 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. Beginning September 1, 2017 1.70% (1) We will not pay any disposition fees in connection with the Merger. General and Administrative Expenses —As of June 30, 2018 and December 31, 2017 , we owed the Advisor and their affiliates approximately $22,000 and $119,000 , respectively, for general and administrative expenses paid on our behalf. Summarized below are the fees earned by and the expenses reimbursable to the Advisor and former advisor for the three and six months ended June 30, 2018 and 2017 . As of September 2017, pursuant to the termination of the relationship with our former advisor, they were no longer entitled to these fees and reimbursements. This table includes any related amounts unpaid as of June 30, 2018 and December 31, 2017 , except for unpaid general and administrative expenses, which we disclose above (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2018 2017 2018 2017 2018 2017 Acquisition fees and expenses (1) $ 9 $ 427 $ 200 $ 1,466 $ — $ — Asset management fees (2) 2,883 3,118 5,761 6,136 11 48 Class B units distribution (3) 181 182 367 351 63 56 Total $ 3,073 $ 3,727 $ 6,328 $ 7,953 $ 74 $ 104 (1) The majority of acquisition fees and expenses are 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 holders of Class B units of the Operating Partnership and is presented in General and Administrative on the consolidated statements of operations. Manager —All of our properties are managed and leased by the Manager. The Manager also manages properties owned by PECO affiliates or other third parties. Below is a summary of fees charged by and expenses reimbursable to the Manager as outlined in the Management Agreements. Manager Fees and Reimbursements Paid in Cash Fee Type Rate Description Property Management 4.00% Equal to the product of (x) the monthly gross cash receipts from the properties managed and (y) the rate. Leasing Commissions Market Rate Fees for leasing services rendered with respect to a particular property, including if a tenant exercised an option to extend an existing lease. The fee may be increased by up to 50% if a co-broker is engaged to lease a particular vacancy. Construction Management Market Rate Paid for construction management services rendered with respect to a particular property. Other Expenses and Reimbursements N/A Costs and expenses incurred by the Manager on our behalf, including certain employee compensation, legal, travel, and other out-of-pocket expenses that were 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 Manager for the three and six months ended June 30, 2018 and 2017 , and any related amounts unpaid as of June 30, 2018 and December 31, 2017 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2018 2017 2018 2017 2018 2017 Property management fees (1) $ 1,733 $ 1,492 $ 3,431 $ 2,892 $ 555 $ 580 Leasing commissions (2) 1,405 985 2,669 1,621 363 202 Construction management fees (2) 127 143 202 221 51 260 Other fees and reimbursements (3) 621 961 1,258 1,755 563 491 Total $ 3,886 $ 3,581 $ 7,560 $ 6,489 $ 1,532 $ 1,533 (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. Unconsolidated Joint Venture —We had a receivable from the Joint Venture of approximately $14,000 as of June 30, 2018 , and a payable to the Joint Venture of approximately $52,000 as of December 31, 2017 , all primarily related to activity at the six properties contributed by us to the Joint Venture. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS Distributions to Stockholders —Distributions were paid subsequent to June 30, 2018 , as follows (in thousands): Month Record Date Distribution Amount per Share Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 6/15/2018 $ 0.13541652 7/2/2018 $ 6,333 $ 2,791 $ 3,542 July 7/16/2018 0.13541652 8/1/2018 6,346 — 6,346 In August 2018, our board of directors authorized distributions for September, October, and November 2018 in the amount of $0.13541652 per share to the stockholders of record at the close of business on September 17, October 15, and November 15, 2018, respectively. |
Summary Of Significant Accoun21
Summary Of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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, 2017 , which are included in our 2017 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 and six months ended June 30, 2018 , 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. |
Investments in Unconsolidated Joint Venture | Investment in Unconsolidated Joint Venture —We account for our investment in our unconsolidated joint venture using the equity method of accounting as we exercise significant influence over, but do not control, this entity. This investment was initially recorded at cost and is subsequently adjusted for contributions made to and distributions received from the joint venture. Earnings or losses on our investment are recognized in accordance with the terms of the applicable joint venture agreement, generally through a pro rata allocation. Under a pro rata allocation, net income or loss is allocated between the partners in the joint venture based on their respective stated ownership percentages. We use the cumulative earnings approach to classify distributions from our unconsolidated joint venture. Distributions received are considered returns on investment and classified as cash inflows from operating activities unless our cumulative distributions received less distributions received in prior periods that were determined to be returns of investment exceed cumulative equity in earnings recognized by us. When such an excess occurs, the current-period distribution up to this excess is considered a return of investment and is classified as cash inflows from investing activities. On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions, that the value of our investment in our unconsolidated joint venture may be impaired. An investment’s value is impaired only if management’s estimate of the fair value of the investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value. Management’s estimates of fair value are based upon a discounted cash flow model for each specific investment that includes all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums, capitalization rates, discount rates and credit spreads used in these models are based upon rates we believe to be within a reasonable range of current market rates. |
Newly Adopted and Recently Issued Accounting Pronouncements | 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 consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842); These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) This update amends existing guidance by replacing the incurred loss impairment methodology currently used with a methodology that reflects expected credit losses and requires consideration of a broader range of information to inform credit loss estimates. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements, but do not expect the adoption to have a material impact. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters 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. January 1, 2018 We have evaluated the impact of ASU 2017-05 on $0.8 million of deferred gains relating to the contribution of real estate assets in 2016 to our joint venture. As a result of our evaluation, we determined that this contribution meets all of the requirements under ASC 610-20 as a completed sale. In accordance with the modified retrospective transition method, we recognized the cumulative effect of the change, representing the recognition of $0.8 million of previously deferred gain as of December 31, 2017, in the opening balance of Accumulated Deficit with a corresponding adjustment to the opening balance of Accounts Payable and Other Liabilities as of the beginning of 2018. ASU 2016-15, Statement of Cash Flows (Topic 230); These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. 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 also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 The majority of our revenue is lease revenue from our wholly-owned properties. We record these amounts as Rental Income and Tenant Recovery Income on the consolidated statements of operations. These revenue amounts are excluded from the scope of ASU 2014-09. As a result, the adoption of ASU 2014-09 did not result in any adjusting entries to prior periods as our revenue recognition related to these revenues aligned with the updated guidance. |
Reclassification, Policy | Reclassifications —The following line item on our consolidated statement of operations and comprehensive income (loss) for the three and six months ended June 30, 2017 , was reclassified: • Unrealized Gain on Derivatives and Reclassification of Derivative Loss to Interest Expense were combined to Change in Unrealized Gain (Loss) on Interest Rate Swaps. • Acquisition Expenses were combined to General and Administrative. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 shares of common stock outstanding for the period. Diluted EPS reflects the potential dilution that could occur from share equivalent activity. |
Summary Of Significant Accoun23
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters ASU 2016-02, Leases (Topic 842); These updates amend existing guidance by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Early adoption is permitted as of the original effective date. January 1, 2019 We are currently evaluating the impact the adoption of these standards will have on our consolidated financial statements. We have identified areas within our accounting policies we believe could be impacted by the new standard. This standard impacts the lessor’s ability to capitalize certain costs related to leasing, which will result in a reduction in the amount of execution costs currently being capitalized in connection with leasing activities and an increase to our Property Operating expenses. The standard will also require new disclosures within the accompanying notes to the consolidated financial statements. ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) This update amends existing guidance by replacing the incurred loss impairment methodology currently used with a methodology that reflects expected credit losses and requires consideration of a broader range of information to inform credit loss estimates. January 1, 2020 We are currently evaluating the impact the adoption of this standard will have on our consolidated financial statements, but do not expect the adoption to have a material impact. The following table provides a brief description of newly adopted accounting pronouncements and their effect on our consolidated financial statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters 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. January 1, 2018 We have evaluated the impact of ASU 2017-05 on $0.8 million of deferred gains relating to the contribution of real estate assets in 2016 to our joint venture. As a result of our evaluation, we determined that this contribution meets all of the requirements under ASC 610-20 as a completed sale. In accordance with the modified retrospective transition method, we recognized the cumulative effect of the change, representing the recognition of $0.8 million of previously deferred gain as of December 31, 2017, in the opening balance of Accumulated Deficit with a corresponding adjustment to the opening balance of Accounts Payable and Other Liabilities as of the beginning of 2018. ASU 2016-15, Statement of Cash Flows (Topic 230); These updates address the presentation of eight specific cash receipts and cash payments on the statement of cash flows as well as clarify the classification and presentation of restricted cash on the statement of cash flows. January 1, 2018 We adopted these ASUs by applying a retrospective transition method which requires a restatement of our consolidated statement of cash flows for all periods presented. 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 also applies to certain other transactions such as the sale of real estate or equipment. Expanded quantitative and qualitative disclosures are also required for contracts subject to ASU 2014-09. January 1, 2018 The majority of our revenue is lease revenue from our wholly-owned properties. We record these amounts as Rental Income and Tenant Recovery Income on the consolidated statements of operations. These revenue amounts are excluded from the scope of ASU 2014-09. As a result, the adoption of ASU 2014-09 did not result in any adjusting entries to prior periods as our revenue recognition related to these revenues aligned with the updated guidance. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Debt Obligations Fair Value | The following is a summary of borrowings as of June 30, 2018 and December 31, 2017 (dollars in thousands): June 30, 2018 December 31, 2017 Fair value $ 796,536 $ 770,537 Recorded value (1) 806,359 780,545 (1) Recorded value does not include deferred financing costs of $4.3 million and $5.3 million as of June 30, 2018 and December 31, 2017 , respectively. |
Derivative Instruments, Fair Value | The fair value measurements of our derivative assets and liabilities as of June 30, 2018 and December 31, 2017 , were as follows (in thousands): June 30, 2018 December 31, 2017 Derivative asset: Interest rate swaps designated as hedging instruments - Term Loans $ 14,337 $ 6,544 Derivative liability: Interest rate swaps designated as hedging instruments - Term Loans $ — $ 85 Interest rate swaps not designated as hedging instruments - mortgage notes 16 255 Total $ 16 $ 340 |
Investment in Unconsolidated 25
Investment in Unconsolidated Joint Venture Equity Method Investment and Joint Venture (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The following table summarizes the cumulative activity related to our unconsolidated Joint Venture as of June 30, 2018 and December 31, 2017 (dollars in thousands): June 30, 2018 December 31, 2017 Ownership Percentage 20 % 20 % Number of shopping centers 14 14 Cumulative equity contribution $ 17,456 $ 17,456 Cumulative distributions 5,700 950 |
Real Estate Acquisitions (Table
Real Estate Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate Investments, Net [Abstract] | |
Schedule of Real Estate Acquired, Comparison by Years | Our real estate asset acquired during the six months ended June 30, 2018 , was as follows (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Arlington Station Arlington, TX Walmart 1/19/2018 $ 18,483 113,742 92.4% During the six months ended June 30, 2017 , we acquired the following real estate assets (dollars in thousands): Property Name Location Anchor Tenant Acquisition Date Purchase Price Square Footage Leased % of Rentable Square Feet at Acquisition Herndon Station Fresno, CA Save Mart 2/10/2017 $ 16,934 95,370 96.1% Windmill Station Clovis, CA Save Mart (1) 2/10/2017 9,665 27,486 100.0% Plaza 23 Station Pompton Plains, NJ Stop & Shop 2/27/2017 52,375 161,035 95.5% Bells Fork Station Greenville, NC Harris Teeter 3/1/2017 9,609 71,666 91.7% Evans Towne Centre Evans, GA Publix 5/9/2017 12,030 75,668 92.2% Riverlakes Village Bakersfield, CA Vons 6/16/2017 24,337 (2) 92,212 95.8% (1) We do not own the portion of the shopping center that contains the grocery anchor. (2) The purchase price includes debt assumed as part of the acquisition. |
Schedule of Intangible Leases Acquired, Fair Value and Weighted Useful Life | The fair value at acquisition as well as weighted-average useful life for in-place, above-market, and below-market lease intangibles acquired during the six months ended June 30, 2018 and 2017 , are as follows (dollars in thousands, weighted-average useful life in years): 2018 2017 Fair Value Weighted-Average Useful Life Fair Value Weighted-Average Useful Life Acquired in-place leases $ 1,751 8 $ 12,212 10 Acquired above-market leases 275 9 1,415 8 Acquired below-market leases (564 ) 13 (3,556 ) 17 |
Debt Obligations, Net (Tables)
Debt Obligations, Net (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Principal Balances and Debt Obligations | The following is a summary of the outstanding principal balances and interest rates, which include the effect of derivative financial instruments, of our debt obligations as of June 30, 2018 and December 31, 2017 (in thousands): Interest Rate June 30, 2018 December 31, 2017 Revolving credit facility (1) 3.62% $ 85,357 $ 57,357 Term loans (2) 2.24%-4.09% 570,000 570,000 Mortgages payable (3) 3.45%-6.64% 147,434 149,081 Assumed below-market debt adjustment, net (4) 3,568 4,107 Deferred financing costs, net (5) (4,338 ) (5,270 ) Total $ 802,021 $ 775,275 (1) We exercised an option to extend the maturity date to January 2019 and have an additional option to extend the maturity date to July 2019. Gross borrowings under our revolving credit facility were $68.0 million and gross payments on our revolving credit facility were $40.0 million during the six months ended June 30, 2018 . The revolving credit facility has a maximum capacity of $350 million . The revolving credit facility is expected to be paid in full at closing of the Merger. (2) Of the outstanding Term Loans balance, $185 million matures in July 2019 with options to extend to 2021, $185 million matures in June 2020 with an option to extend to 2021, and $200 million matures in 2024. A maturity date extension requires the payment of an extension fee of 0.15% of the outstanding principal amount of the corresponding tranche. (3) Due to the non-recourse nature of our fixed-rate mortgages, the assets and liabilities of the properties securing such mortgages are neither available to pay the debts of the consolidated property-holding limited liability companies, nor do they constitute obligations of such consolidated limited liability companies as of June 30, 2018 and December 31, 2017 . (4) Net of accumulated amortization of $2.5 million and $2.0 million as of June 30, 2018 and December 31, 2017 , respectively. (5) Net of accumulated amortization of $3.6 million and $2.6 million as of June 30, 2018 and December 31, 2017 , respectively. |
Schedule of Debt Allocation | The allocation of total debt between fixed and variable-rate and between secured and unsecured, excluding market debt adjustments and deferred financing costs, as of June 30, 2018 and December 31, 2017 , is summarized below (in thousands): June 30, 2018 December 31, 2017 As to interest rate: (1) Fixed-rate debt $ 717,434 $ 719,081 Variable-rate debt 85,357 57,357 Total $ 802,791 $ 776,438 As to collateralization: Unsecured debt $ 655,357 $ 627,357 Secured debt 147,434 149,081 Total $ 802,791 $ 776,438 (1) Includes the effects of derivative financial instruments (see Notes 4 and 9 ). |
Derivatives and Hedging Activ28
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivative | The following is a summary of our interest rate swaps that were designated as cash flow hedges of interest rate risk as of June 30, 2018 and December 31, 2017 (notional amount in thousands): 2018 2017 Count 5 5 Notional Amount $ 570,000 $ 570,000 Fixed LIBOR 0.7%-2.2% 0.7%-2.2% Maturity Date 2019-2024 2019-2024 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | The table below details the location of the gain or loss recognized on interest rate derivatives designated as cash flow hedges in the consolidated statements of operations and comprehensive income for the three and six months ended June 30, 2018 and 2017 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Amount of gain (loss) recognized in OCI on derivative $ 2,567 $ (771 ) $ 8,818 $ (136 ) Amount of gain (loss) reclassified from AOCI into interest expense 702 (16 ) 940 (238 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Asset Management Fee Structure | Asset Management Fee and Subordinated Participation Date Rate Payable Description January 1, 2016 through August 31, 2017 1.00% 80% in cash; 20% in Class B units The cash portion was 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. The Class B unit portion was issued on a quarterly basis at the rate of 0.05% multiplied by the lower of the cost of assets and the applicable quarterly net asset value (“NAV”), divided by the per share NAV. Beginning September 1, 2017 0.85% 80% in cash; 20% in Class B units The cash portion is paid on a monthly basis in arrears at the rate of 0.05667% multiplied by the cost of our assets as of the last day of the preceding monthly period. The Class B unit portion is issued on a quarterly basis at the rate of 0.0425% multiplied by the lower of the cost of assets and the applicable quarterly NAV, divided by the per share NAV. |
Other Advisor Fee and Reimbursement Structure | Other Advisory Fees and Reimbursements Paid in Cash Fee Type Date Rate Description Acquisition fee January 1, 2015 though August 31, 2017 1.00% Equal to the product of (x) the rate and (y) the cost of investments we acquired or originated, including any debt attributable to such investments. Beginning September 1, 2017 0.85% Acquisition expenses Beginning January 1, 2015 N/A Reimbursements for direct expenses, including certain personnel costs, incurred related to selecting, evaluating, and acquiring assets on our behalf. Disposition fee (1) January 1, 2015 through August 31, 2017 2.00% Equal to the lesser of: (i) the product of the rate and 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 the Advisor 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. Beginning September 1, 2017 1.70% |
Advisory Fee Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Advisor and former advisor for the three and six months ended June 30, 2018 and 2017 . As of September 2017, pursuant to the termination of the relationship with our former advisor, they were no longer entitled to these fees and reimbursements. This table includes any related amounts unpaid as of June 30, 2018 and December 31, 2017 , except for unpaid general and administrative expenses, which we disclose above (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2018 2017 2018 2017 2018 2017 Acquisition fees and expenses (1) $ 9 $ 427 $ 200 $ 1,466 $ — $ — Asset management fees (2) 2,883 3,118 5,761 6,136 11 48 Class B units distribution (3) 181 182 367 351 63 56 Total $ 3,073 $ 3,727 $ 6,328 $ 7,953 $ 74 $ 104 (1) The majority of acquisition fees and expenses are 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 holders of Class B units of the Operating Partnership and is presented in General and Administrative on the consolidated statements of operations. |
Manager Fee Structure | Manager Fees and Reimbursements Paid in Cash Fee Type Rate Description Property Management 4.00% Equal to the product of (x) the monthly gross cash receipts from the properties managed and (y) the rate. Leasing Commissions Market Rate Fees for leasing services rendered with respect to a particular property, including if a tenant exercised an option to extend an existing lease. The fee may be increased by up to 50% if a co-broker is engaged to lease a particular vacancy. Construction Management Market Rate Paid for construction management services rendered with respect to a particular property. Other Expenses and Reimbursements N/A Costs and expenses incurred by the Manager on our behalf, including certain employee compensation, legal, travel, and other out-of-pocket expenses that were directly related to the management of specific properties and corporate matters, as well as fees and expenses of third-party accountants. |
Property Manager Transactions | Summarized below are the fees earned by and the expenses reimbursable to the Manager for the three and six months ended June 30, 2018 and 2017 , and any related amounts unpaid as of June 30, 2018 and December 31, 2017 (in thousands): Three Months Ended Six Months Ended Unpaid Amount as of June 30, June 30, June 30, December 31, 2018 2017 2018 2017 2018 2017 Property management fees (1) $ 1,733 $ 1,492 $ 3,431 $ 2,892 $ 555 $ 580 Leasing commissions (2) 1,405 985 2,669 1,621 363 202 Construction management fees (2) 127 143 202 221 51 260 Other fees and reimbursements (3) 621 961 1,258 1,755 563 491 Total $ 3,886 $ 3,581 $ 7,560 $ 6,489 $ 1,532 $ 1,533 (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. |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Distributions to Stockholders | Distributions were paid subsequent to June 30, 2018 , as follows (in thousands): Month Record Date Distribution Amount per Share Date Distribution Paid Gross Amount of Distribution Paid Distribution Reinvested through the DRIP Net Cash Distribution June 6/15/2018 $ 0.13541652 7/2/2018 $ 6,333 $ 2,791 $ 3,542 July 7/16/2018 0.13541652 8/1/2018 6,346 — 6,346 |
Organization (Details)
Organization (Details) | Jul. 17, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties owned | 86 | ||
Corporate Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of real estate properties owned | 14 | 14 | |
Equity method investment, ownership percentage | 20.00% | 20.00% | |
Subsequent Event | |||
Schedule of Equity Method Investments [Line Items] | |||
Business combination, date of combination agreement | Jul. 17, 2018 | ||
Business combination, ratio of shares of acquirer issued for acquired entity shares | 2.04 |
Summary Of Significant Accoun32
Summary Of Significant Accounting Policies Newly Adopted and Recently Issued Accounting Pronouncements (Details) $ in Thousands | Jan. 01, 2018USD ($) |
Accounting Policies [Abstract] | |
Adoption of ASU 2017-05, recognition of deferred gain | $ 835 |
Proposed Merger With PECO (Deta
Proposed Merger With PECO (Details) - Subsequent Event $ / shares in Units, ft² in Millions, $ in Millions | Jul. 17, 2018USD ($)ft²$ / shares |
Subsequent Event [Line Items] | |
Business combination, date of combination agreement | Jul. 17, 2018 |
Business acquisition, name of acquiring entity | PECO |
Number of real estate properties, post merger transaction | 321 |
Business combination, post merger transaction, net rentable area | ft² | 36.6 |
Number of states in which surviving entity operates | 33 |
Business combination, number of share convertible to acquirer stock | 2.04 |
Business acquisition, value per share, acquiree stock | $ / shares | $ 22.54 |
Business acquisition, potential termination fee, payable by acquiree for third party proposal | $ 15.9 |
Business combination, contingent termination fee due to acquirer | 31.7 |
Business combination, contingent termination due from acquirer | $ 75.6 |
Business Acquisition percentage of voting interests retained by acquirer | 71.00% |
Business combination, post-transaction acquirer ownership percentage | 29.00% |
Common Stock | |
Subsequent Event [Line Items] | |
Common stock of acquirer, per share, fair value | $ / shares | $ 11.05 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Mortgages and Loans Payable - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Recorded value | $ 806,359 | $ 780,545 |
Deferred financing costs | 4,338 | 5,270 |
Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Fair value | $ 796,536 | $ 770,537 |
Fair Value Measurements (Deta35
Fair Value Measurements (Details) - Derivative Instruments - Interest Rate Swap $ in Thousands | Jun. 30, 2018USD ($)derivative | Dec. 31, 2017USD ($)derivative |
Designated as Hedging Instrument | ||
Fair Value, (Assets) Liabilities Measured on Recurring Basis [Line Items] | ||
Number of interest rate swap agreements | derivative | 5 | 5 |
Derivative, notional amount | $ 570,000 | $ 570,000 |
Not Designated as Hedging Instrument | Mortgages | ||
Fair Value, (Assets) Liabilities Measured on Recurring Basis [Line Items] | ||
Number of interest rate swap agreements | derivative | 2 | |
Fair Value, Inputs, Level 2 | ||
Fair Value, (Assets) Liabilities Measured on Recurring Basis [Line Items] | ||
Interest rate derivative liabilities, at fair value | $ 16 | 340 |
Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | ||
Fair Value, (Assets) Liabilities Measured on Recurring Basis [Line Items] | ||
Interest rate derivative assets, at fair value | 14,337 | 6,544 |
Interest rate derivative liabilities, at fair value | 0 | 85 |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | Mortgages | ||
Fair Value, (Assets) Liabilities Measured on Recurring Basis [Line Items] | ||
Interest rate derivative liabilities, at fair value | $ 16 | $ 255 |
Investment in Unconsolidated 36
Investment in Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | 6 Months Ended | 22 Months Ended | 28 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2018 | |
Schedule of Equity Method Investments [Line Items] | ||||
Number of real estate properties | 86 | 86 | ||
Cumulative equity contributions | $ 0 | $ 1,291 | ||
Cumulative distributions | $ 4,750 | $ 400 | ||
Corporate Joint Venture | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 20.00% | 20.00% | 20.00% | |
Number of real estate properties | 14 | 14 | 14 | |
Cumulative equity contributions | $ 17,456 | $ 17,456 | ||
Cumulative distributions | $ 950 | $ 5,700 | ||
Corporate Joint Venture | Maximum | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Cumulative equity contributions | $ 50,000 |
Real Estate Acquisitions (Detai
Real Estate Acquisitions (Details) $ in Thousands | Jan. 19, 2018USD ($)ft² | Jun. 16, 2017USD ($)ft² | May 09, 2017USD ($)ft² | Mar. 01, 2017USD ($)ft² | Feb. 27, 2017USD ($)ft² | Feb. 10, 2017USD ($)ft² | Jun. 30, 2018 | Jun. 30, 2017 |
Real Estate Properties [Line Items] | ||||||||
Real estate acquired, number | 1 | 6 | ||||||
Arlington Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 18,483 | |||||||
Square footage | ft² | 113,742 | |||||||
Leased % of rentable square feet at acquisitionn | 92.40% | |||||||
Herndon Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 16,934 | |||||||
Square footage | ft² | 95,370 | |||||||
Leased % of rentable square feet at acquisitionn | 96.10% | |||||||
Windmill Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 9,665 | |||||||
Square footage | ft² | 27,486 | |||||||
Leased % of rentable square feet at acquisitionn | 100.00% | |||||||
Plaza 23 Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 52,375 | |||||||
Square footage | ft² | 161,035 | |||||||
Leased % of rentable square feet at acquisitionn | 95.50% | |||||||
Bells Fork Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 9,609 | |||||||
Square footage | ft² | 71,666 | |||||||
Leased % of rentable square feet at acquisitionn | 91.70% | |||||||
Evans Towne Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 12,030 | |||||||
Square footage | ft² | 75,668 | |||||||
Leased % of rentable square feet at acquisitionn | 92.20% | |||||||
Riverlakes Station | ||||||||
Real Estate Properties [Line Items] | ||||||||
Purchase price | $ | $ 24,337 | |||||||
Square footage | ft² | 92,212 | |||||||
Leased % of rentable square feet at acquisitionn | 95.80% |
Real Estate Acquisitions (Det38
Real Estate Acquisitions (Details) - Fair Value and Weighted-Average Useful Life of Acquired Leases - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ (564) | $ (3,556) |
Acquired In-Place Leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 1,751 | $ 12,212 |
Weighted-average useful life | 8 years | 10 years |
Acquired Above-Market Leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair value | $ 275 | $ 1,415 |
Weighted-average useful life | 9 years | 8 years |
Acquired Below-Market Leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average useful life | 13 years | 17 years |
Debt Obligations, Net (Details)
Debt Obligations, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 802,791 | $ 776,438 |
Assumed below-market debt adjustments, net | 3,568 | 4,107 |
Deferred financing cost, net | (4,338) | (5,270) |
Debt obligations, net | 802,021 | 775,275 |
Accumulated amortization, assumed market debt adjustment | 2,500 | 2,000 |
Accumulated amortization, deferred financing costs | $ 3,600 | $ 2,600 |
Weighted-average interest rate on debt | 3.50% | 3.50% |
Mortgages | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 147,434 | $ 149,081 |
Minimum | Mortgages | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.45% | |
Maximum | Mortgages | ||
Debt Instrument [Line Items] | ||
Interest rate | 6.64% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 85,357 | 57,357 |
Interest rate | 3.62% | |
Gross borrowing | $ 68,000 | |
Gross payments | 40,000 | |
Line of credit facility, maximum borrowing capacity | 350,000 | |
Term Loans | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 570,000 | $ 570,000 |
Maturity date extension fee, percent | 0.15% | |
Term Loans | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.24% | |
Term Loans | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 4.09% | |
Term Loan Due 2019 | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 185,000 | |
Term Loan Due 2020 | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 185,000 | |
Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 200,000 |
Debt Obligations, Net Debt Obli
Debt Obligations, Net Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Fixed-rate debt | $ 717,434 | $ 719,081 |
Variable-rate debt | 85,357 | 57,357 |
Unsecured debt | 655,357 | 627,357 |
Secured debt | 147,434 | 149,081 |
Total | $ 802,791 | $ 776,438 |
Derivatives and Hedging Activ41
Derivatives and Hedging Activities (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018USD ($)derivative | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)derivative | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)derivative | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Amount of gain (loss) recognized in OCI on derivative | $ 2,567 | $ (771) | $ 8,818 | $ (136) | |
Amount of gain (loss) reclassified from AOCI into interest expense | $ 702 | $ (16) | 940 | $ (238) | |
Interest Rate Swap | Designated as Hedging Instrument | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Amount estimated to be reclassified from AOCI to interest expense over next 12 months | $ 5,500 | ||||
Count | derivative | 5 | 5 | 5 | ||
Notional amount | $ 570,000 | $ 570,000 | $ 570,000 | ||
Interest Rate Swap | Designated as Hedging Instrument | Minimum | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fixed LIBOR | 0.70% | 0.70% | 0.70% | ||
Interest Rate Swap | Designated as Hedging Instrument | Maximum | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Fixed LIBOR | 2.20% | 2.20% | 2.20% |
Equity (Details)
Equity (Details) - $ / shares shares in Millions | 6 Months Ended | ||||
Jun. 30, 2018 | May 09, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | May 09, 2017 | |
Stockholders' Equity Note [Abstract] | |||||
Share price | $ 22.80 | $ 22.75 | |||
Share repurchases, shares | 0.6 | ||||
SRP, Outstanding Requests | 1.1 | ||||
Class B units unvested | 0.5 | 0.4 | 0.5 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Class B units unvested | 500,000 | 500,000 | 400,000 |
Stock Compensation Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Restricted stock award | 3,600 | 3,300 |
Related Party Transactions (Det
Related Party Transactions (Details) - Advisor - USD ($) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 20 Months Ended | 32 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Aug. 31, 2017 | Aug. 31, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties | $ 1,628,000 | $ 1,628,000 | $ 1,628,000 | $ 1,808,000 | ||||
Due to Other Related Parties | 52,000 | |||||||
Advisory Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties | 74,000 | 74,000 | $ 74,000 | 104,000 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 3,073,000 | $ 3,727,000 | 6,328,000 | $ 7,953,000 | ||||
Related Party, Monthly Cash Asset Management Fee Rate | 0.05667% | 0.06667% | ||||||
Advisory Agreement | Asset Management Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 0.85% | 1.00% | ||||||
Accounts Payable, Related Parties | 11,000 | 11,000 | $ 11,000 | 48,000 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 2,883,000 | 3,118,000 | 5,761,000 | 6,136,000 | ||||
Advisory Agreement | Acquisition Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 0.85% | 1.00% | ||||||
Accounts Payable, Related Parties | 0 | 0 | $ 0 | 0 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 9,000 | $ 427,000 | 200,000 | $ 1,466,000 | ||||
Advisory Agreement | Disposition Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 1.70% | 2.00% | ||||||
Advisory Agreement | General and Administrative Reimbursements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties | $ 22,000 | $ 22,000 | $ 22,000 | 119,000 | ||||
Advisory Agreement | Cash | Asset Management Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 80.00% | 80.00% | ||||||
Advisory Agreement | Class B Units | Asset Management Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 20.00% | 20.00% | ||||||
Related Party, Quarterly Subordinated Participation Fee Rate | 0.0425% | 0.05% | ||||||
Class B units of operating partnership, issued in connection with asset management services | 39,455 | 46,131 | 39,455 | 46,131 | 39,455 | |||
Advisory Agreement | Class B Units | Class B Units Distribution | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accounts Payable, Related Parties | $ 63,000 | $ 63,000 | $ 63,000 | $ 56,000 | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 181,000 | $ 182,000 | $ 367,000 | $ 351,000 | ||||
Maximum | Advisory Agreement | Disposition Fees | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related party transaction, rate | 6.00% |
Related Party Transactions (D45
Related Party Transactions (Details) - Property Manager - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Accounts payable - affiliates | $ 1,628 | $ 1,628 | $ 1,808 | ||
Property Manager | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 3,886 | $ 3,581 | 7,560 | $ 6,489 | |
Accounts payable - affiliates | 1,532 | $ 1,532 | 1,533 | ||
Property Manager | Property Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Property management fee, percent fee | 4.00% | ||||
Expenses from transactions with related party | 1,733 | 1,492 | $ 3,431 | 2,892 | |
Accounts payable - affiliates | 555 | $ 555 | 580 | ||
Property Manager | Leasing Commissions | |||||
Related Party Transaction [Line Items] | |||||
Allowed percentage increase to leasing fee payable | 50.00% | ||||
Expenses from transactions with related party | 1,405 | 985 | $ 2,669 | 1,621 | |
Accounts payable - affiliates | 363 | 363 | 202 | ||
Property Manager | Construction Management Fees | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 127 | 143 | 202 | 221 | |
Accounts payable - affiliates | 51 | 51 | 260 | ||
Property Manager | Other Fees and Reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | 621 | $ 961 | 1,258 | $ 1,755 | |
Accounts payable - affiliates | $ 563 | $ 563 | $ 491 |
Related Party Transactions (D46
Related Party Transactions (Details) - Other - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Related Party Transactions [Abstract] | ||
Due to Joint Ventures | $ 52,000 | |
Due from Joint Ventures | $ 14,000 |
Subsequent Events (Details) - D
Subsequent Events (Details) - Distributions - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2018 | Jul. 02, 2018 | Jun. 30, 2018 | Jun. 30, 2017 |
Subsequent Event [Line Items] | ||||
Common stock, dividends, per share, declared | $ 0.81 | $ 0.81 | ||
Distributions reinvested | $ 17,321 | $ 18,482 | ||
Net cash distribution | $ 20,773 | $ 19,276 | ||
Dividend Paid | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Gross amount of distribution paid | $ 6,346 | $ 6,333 | ||
Distributions reinvested | 0 | 2,791 | ||
Net cash distribution | $ 6,346 | $ 3,542 | ||
Dividend Per Share Declared | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, dividends, per share, declared | $ 0.13541652 | $ 0.13541652 |