Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Global Net Lease, Inc. | |
Entity Central Index Key | 1,526,113 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Shares, Shares Outstanding | 67,286,817 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Real estate investments, at cost: | ||
Land | $ 396,018 | $ 376,704 |
Buildings, fixtures and improvements | 2,079,734 | 1,967,930 |
Acquired intangible lease assets | 615,656 | 587,061 |
Total real estate investments, at cost | 3,091,408 | 2,931,695 |
Less accumulated depreciation and amortization | (308,463) | (216,055) |
Total real estate investments, net | 2,782,945 | 2,715,640 |
Cash and cash equivalents | 71,301 | 69,831 |
Restricted cash | 5,314 | 7,497 |
Derivatives, at fair value (Note 8) | 842 | 28,700 |
Unbilled straight-line rent | 40,963 | 30,459 |
Prepaid expenses and other assets | 20,246 | 17,577 |
Related party notes receivable acquired in Merger (Note 3) | 0 | 5,138 |
Due from related parties | 16 | 16 |
Deferred tax assets | 1,674 | 1,586 |
Goodwill and other intangible assets, net | 22,588 | 13,931 |
Deferred financing costs, net | 7,412 | 1,092 |
Total assets | 2,953,301 | 2,891,467 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net of deferred financing costs ($4,043 and $5,103 as of September 30, 2017 and December 31, 2016, respectively) | 794,919 | 749,884 |
Term Loan Payable, net of deferred financing costs ($3,402 and $0 as of September 30, 2017 and December 31, 2016, respectively) | 226,552 | 0 |
Mortgage (discount) premium, net | (2,172) | (2,503) |
Revolving credit facility | 418,034 | 616,614 |
Mezzanine facility, net of discount | 0 | 55,383 |
Below-market lease liabilities, net | 31,408 | 33,041 |
Derivatives, at fair value (Note 8) | 13,776 | 15,457 |
Due to related parties | 1,233 | 2,162 |
Accounts payable and accrued expenses | 24,553 | 22,861 |
Prepaid rent | 20,511 | 18,429 |
Deferred tax liability | 15,583 | 15,065 |
Taxes payable | 6,797 | 9,059 |
Dividends payable | 461 | 34 |
Total liabilities | 1,551,655 | 1,535,486 |
Commitments and contingencies (Note 10) | ||
Equity: | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 67,286,817 and 66,258,559 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 2,003 | 1,990 |
Additional paid-in capital | 1,826,236 | 1,708,541 |
Accumulated other comprehensive income | 9,118 | (16,695) |
Accumulated deficit | (437,962) | (346,058) |
Total stockholders' equity | 1,399,435 | 1,347,778 |
Non-controlling interest | 2,211 | 8,203 |
Total equity | 1,401,646 | 1,355,981 |
Total liabilities and equity | 2,953,301 | 2,891,467 |
Series A Preferred Stock | ||
Equity: | ||
Preferred stock | $ 40 | $ 0 |
CONSOLIDATED BALANCE SHEETS (U3
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (shares) | 16,670,000 | 16,670,000 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, issued (shares) | 67,286,817 | 66,258,559 |
Common stock, outstanding (shares) | 67,286,817 | 66,258,559 |
Series A Preferred Stock | ||
Preferred stock, authorized (shares) | 4,600,000 | 0 |
Preferred stock, dividend rate | 7.25% | 7.25% |
Preferred stock, liquidation preference (usd per share) | $ 25 | $ 25 |
Preferred stock, issued (shares) | 4,000,000 | 0 |
Preferred stock, outstanding (shares) | 4,000,000 | 0 |
Mortgage notes payable | ||
Deferred financing costs | $ 4,043 | $ 5,103 |
Term Loan Facility | Line of Credit | ||
Deferred financing costs | $ 3,402 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Rental income | $ 61,270 | $ 50,756 | $ 179,976 | $ 154,003 |
Operating expense reimbursements | 3,600 | 2,495 | 12,717 | 7,398 |
Total revenues | 64,870 | 53,251 | 192,693 | 161,401 |
Expenses: | ||||
Property operating | 7,202 | 4,201 | 22,008 | 13,390 |
Fire loss (recovery) | (305) | 0 | 195 | 0 |
Operating fees to related parties | 6,390 | 4,862 | 17,833 | 14,638 |
Acquisition and transaction related | 1,141 | 2,479 | 2,280 | 2,377 |
General and administrative | 2,468 | 1,714 | 6,291 | 5,298 |
Equity based compensation | (391) | 1,293 | (2,610) | 2,407 |
Depreciation and amortization | 29,879 | 23,482 | 84,490 | 71,050 |
Total expenses | 46,384 | 38,031 | 130,487 | 109,160 |
Operating income | 18,486 | 15,220 | 62,206 | 52,241 |
Other income (expense): | ||||
Interest expense | (12,479) | (8,914) | (35,644) | (30,117) |
Gains on dispositions of real estate investments | 275 | 1,320 | 1,089 | 1,320 |
(Losses) gains on derivative instruments | (3,125) | 375 | (6,585) | 3,856 |
Unrealized (losses) gains on undesignated foreign currency advances and other hedge ineffectiveness | 88 | 1,459 | (3,765) | 5,613 |
Other income | 2 | 4 | 12 | 21 |
Total other expense, net | (15,239) | (5,756) | (44,893) | (19,307) |
Net income before income tax | 3,247 | 9,464 | 17,313 | 32,934 |
Income tax expense | (760) | (448) | (2,176) | (1,428) |
Net income | 2,487 | 9,016 | 15,137 | 31,506 |
Non-controlling interest | 0 | (73) | (21) | (312) |
Preferred dividends | (383) | 0 | (383) | 0 |
Net income attributable to common stockholders | $ 2,104 | $ 8,943 | $ 14,733 | $ 31,194 |
Basic and Diluted Earnings Per Share: | ||||
Basic and diluted net income per share attributable to stockholders (usd per share) | $ 0.03 | $ 0.16 | $ 0.21 | $ 0.54 |
Basic and diluted weighted average shares outstanding (shares) | 67,286,615 | 56,463,396 | 66,739,723 | 56,314,184 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,487 | $ 9,016 | $ 15,137 | $ 31,506 |
Other comprehensive income (loss) | ||||
Cumulative translation adjustment | 9,103 | (188) | 19,903 | (274) |
Designated derivatives, fair value adjustments | 2,710 | 762 | 5,939 | (11,452) |
Other comprehensive income (loss) | 11,813 | 574 | 25,842 | (11,726) |
Comprehensive income | 14,300 | 9,590 | 40,979 | 19,780 |
Amounts attributable to non-controlling interest | ||||
Net income | 0 | (73) | (21) | (312) |
Cumulative translation adjustment | (3) | 4 | (18) | 5 |
Designated derivatives, fair value adjustments | (3) | (18) | (11) | 111 |
Comprehensive income attributable to non-controlling interest | (6) | (87) | (50) | (196) |
Preferred dividends | (383) | 0 | (383) | 0 |
Comprehensive income attributable to stockholders | $ 13,911 | $ 9,503 | $ 40,546 | $ 19,584 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Series A Preferred Stock | Preferred Stock | Preferred StockSeries A Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalSeries A Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders' Equity | Total Stockholders' EquitySeries A Preferred Stock | Non-controlling interest |
Beginning Balance (shares) at Dec. 31, 2016 | 0 | 66,258,558.6666666567 | ||||||||||
Beginning Balance at Dec. 31, 2016 | $ 1,355,981 | $ 0 | $ 1,990 | $ 1,708,541 | $ (16,695) | $ (346,058) | $ 1,347,778 | $ 8,203 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of stock (shares) | 4,000,000 | 820,988 | ||||||||||
Issuance of stock | 18,729 | $ 96,348 | $ 40 | $ 8 | 18,721 | $ 96,308 | 18,729 | $ 96,348 | ||||
Conversion of OP Units to common stock (shares) | 181,841 | |||||||||||
Conversion of OP Units to common stock | 0 | $ 5 | 2,624 | 2,629 | (2,629) | |||||||
Common stock offering costs, commissions and dealer manager fees | (187) | (187) | (187) | |||||||||
Common dividends declared | (106,637) | (106,637) | (106,637) | |||||||||
Preferred dividends declared | (383) | (383) | (383) | |||||||||
Equity-based compensation (shares) | 25,429 | |||||||||||
Equity-based compensation | (2,610) | 545 | 545 | (3,155) | ||||||||
Distributions to non-controlling interest holders | (574) | (574) | ||||||||||
Net Income | 15,137 | 15,116 | 15,116 | 21 | ||||||||
Cumulative translation adjustment | 19,903 | 19,885 | 19,885 | 18 | ||||||||
Designated derivatives, fair value adjustments | 5,939 | 5,928 | 5,928 | 11 | ||||||||
Rebalancing of ownership percentage | 0 | (316) | (316) | 316 | ||||||||
Ending Balance (shares) at Sep. 30, 2017 | 4,000,000 | 67,286,817 | ||||||||||
Ending Balance at Sep. 30, 2017 | $ 1,401,646 | $ 40 | $ 2,003 | $ 1,826,236 | $ 9,118 | $ (437,962) | $ 1,399,435 | $ 2,211 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 15,137 | $ 31,506 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 44,065 | 37,770 |
Amortization of intangibles | 40,425 | 33,280 |
Amortization of deferred financing costs | 3,021 | 5,769 |
Amortization of below-market lease liabilities | (2,510) | (1,882) |
Amortization of above-market lease assets | 3,202 | 1,688 |
Amortization of above- and below- market ground lease assets | 705 | 125 |
Bad debt expense | 1,150 | 160 |
Unbilled straight-line rent | (8,987) | (8,059) |
Equity based compensation | (2,610) | 2,407 |
Unrealized losses (gains) on foreign currency transactions, derivatives, and other | 8,501 | 1,068 |
Unrealized losses (gains) on undesignated foreign currency advances and other hedge ineffectiveness | 3,765 | (5,613) |
Payments for settlement of derivatives | (1,547) | 0 |
Gains on dispositions of real estate investments | (1,089) | (1,320) |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other assets | (3,819) | (1,918) |
Deferred tax assets | (96) | (13) |
Accounts payable and accrued expenses | 1,276 | (1,601) |
Prepaid rent | 2,082 | (1,451) |
Deferred tax liability | 1,526 | 448 |
Taxes payable | (2,262) | (1,956) |
Net cash provided by operating activities | 102,500 | 90,047 |
Cash flows from investing activities: | ||
Investment in real estate and real estate related assets | (37,113) | 0 |
Capital expenditures | (1,203) | (200) |
Proceeds from sale of real estate investments | 12,440 | 13,414 |
Proceeds from settlement of derivatives | 10,625 | 0 |
Net cash used in investing activities | (15,251) | 13,214 |
Cash flows from financing activities: | ||
Borrowings under credit facility | 571,203 | 16,485 |
Repayments on credit facility | (810,798) | (42,136) |
Repayment of mezzanine facility | (56,537) | 0 |
Payments on mortgage notes payable | (21,836) | (561) |
Proceeds from term loan | 225,000 | 0 |
Proceeds from issuance of common stock | 18,729 | 0 |
Proceeds from issuance of preferred stock, net | 96,348 | 0 |
Payments of common stock offering costs | (187) | 0 |
Payments of financing costs | (12,539) | (2,905) |
Dividends paid | (106,593) | (90,136) |
Distributions to non-controlling interest holders | (574) | (1,749) |
Related party notes receivable acquired in Merger | 5,138 | 0 |
Advances from related parties, net | 0 | 401 |
Restricted cash | 2,183 | (341) |
Net cash used in financing activities | (90,463) | (120,942) |
Net change in cash and cash equivalents | (3,214) | (17,681) |
Effect of exchange rate changes on cash | 4,684 | (1,984) |
Cash and cash equivalents, beginning of period | 69,831 | 69,938 |
Cash and cash equivalents, end of period | 71,301 | 50,273 |
Supplemental Disclosures: | ||
Cash paid for interest | 32,380 | 25,588 |
Cash paid for income taxes | 4,438 | 3,027 |
Non-Cash Investing and Financing Activities: | ||
Conversion of OP Units to common stock (Note 1) | 2,629 | 9,277 |
Secured Debt | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Amortization of debt discounts and premiums, net and mezzanine loan | 548 | (361) |
Mortgages | Mezzanine Facility | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Amortization of debt discounts and premiums, net and mezzanine loan | $ 17 | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Global Net Lease, Inc. (the "Company"), which incorporated on July 13, 2011 , is a Maryland corporation that elected and qualified to be taxed as a real estate investment trust ("REIT") for United States ("U.S.") federal income tax purposes beginning with the taxable year ended December 31, 2013. On June 2, 2015 (the "Listing Date"), the Company listed shares of its common stock, $0.01 par value per share ("Common Stock") on the New York Stock Exchange ("NYSE") under the symbol "GNL" (the "Listing"). The Company invests in commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. The Company and American Realty Capital Global Trust II, Inc. ("Global II"), an entity formerly sponsored by an affiliate of AR Capital Global Holdings, LLC, the Company's sponsor (the “Sponsor”), entered into an agreement and plan of merger on August 8, 2016 (the "Merger Agreement"). The Company and Global II each are, or were sponsored, directly or indirectly, by the Sponsor. The Sponsor and its affiliates provide or provided asset management services to the Company and Global II pursuant to advisory agreements. On December 22, 2016 (the "Merger Date"), pursuant to the Merger Agreement, Global II merged with and into Mayflower Acquisition LLC (the "Merger Sub"), a Maryland limited liability company and wholly owned subsidiary of the Company, at which time the separate existence of Global II ceased and the Company became the parent of the Merger Sub (the "Merger"). In addition, pursuant to the Merger Agreement, American Realty Capital Global II Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Global II (the "Global II OP"), merged with Global Net Lease Operating Partnership, L.P. (the "OP"), a Delaware limited partnership, with the OP being the surviving entity (the "Partnership Merger" and together with the Merger, the "Mergers"). As a result of the Mergers, the Company acquired the business of Global II, which immediately prior to the effective time of the Merger, owned a portfolio of commercial properties, including single tenant net-leased commercial properties two of which were located in the U.S., three of which were located in the United Kingdom, and 10 of which were located in continental Europe (see Note 3 — Merger Transaction ). As of September 30, 2017 , the Company owned 313 properties consisting of 22.3 million rentable square feet, which were 99.4% leased, with a weighted average remaining lease term of 9.1 years. Based on original purchase price or acquisition value with respect to properties acquired in the Mergers, 50.4% of the Company's properties are located in Europe and 49.6% of the Company's properties are located in the U.S. and the Commonwealth of Puerto Rico. The Company may also originate or acquire first mortgage loans, mezzanine loans, preferred equity or securitized loans secured by real estate. As of September 30, 2017 , the Company did not own any first mortgage loans, mezzanine loans, preferred equity or securitized loans. Substantially all of the Company's business is conducted through the OP. The Company has retained Global Net Lease Advisors, LLC (the "Advisor") to manage the Company's affairs on a day-to-day basis. The properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). The Advisor, Property Manager, and Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner") are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC (the "Former Parent of the Sponsor"), "AR Global"), the parent of the Company's Sponsor, as a result of which they are related parties. These related parties receive compensation and fees for various services provided to the Company. The Advisor has entered into a service provider agreement with Moor Park Capital Partners LLP (the "Service Provider"), pursuant to which the Service Provider provides, subject to the Advisor's oversight, certain real estate related services, as well as sourcing and structuring of investment opportunities, performance of due diligence, and arranging debt financing and equity investment syndicates, solely with respect to investments in Europe. On February 28, 2017 , the Company completed a reverse stock split of Common Stock, limited partnership units in the OP ("OP Units") and long term incentive plan units in the OP ("LTIP Units"), at a ratio of 1 -for- 3 (the “Reverse Stock Split”). No OP Units were issued in connection with the Reverse Stock Split and the Company repurchased any fractional shares of Common Stock resulting from the Reverse Stock Split for cash. No payments were made in respect of any fractional OP Units. The Reverse Stock Split was applied to all of the outstanding shares of Common Stock and therefore did not affect any stockholder’s relative ownership percentage. As a result of the Reverse Stock Split, the number of outstanding shares of Common Stock was reduced from 198.8 million to 66.3 million . Effective May 24, 2017, following approval by the Company's board of directors, the Company filed an amendment to the Company's charter with the Maryland State Department of Assessments and Taxation, to decrease the total number of shares that the Company has authority to issue from 350.0 million to 116.7 million shares, of which (i) 100.0 million is designated as Common Stock, $0.01 par value per share; and (ii) 16.7 million is designated as preferred stock, $0.01 par value per share. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect this Reverse Stock Split. On September 7, 2017 , the Company and the OP, entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated, as representatives of the underwriters listed on Schedule I thereto pursuant to which the Company agreed to issue and sell 4,000,000 shares of the Company’s new class of 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share, (the “Series A Preferred Stock”), in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. Pursuant to the Underwriting Agreement, the Company also granted the underwriters a 30 -day option to purchase up to an additional 600,000 shares of Series A Preferred Stock. On September 12, 2017, the Company completed the initial issuance and sale of 4,000,000 shares of Series A Preferred Stock, which generated gross proceeds of $100.0 million and net proceeds of $96.3 million , after deducting underwriting discounts and offering costs paid by the Company. On October 11, 2017, the underwriters exercised an option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by the Company. The Company has entered into an Equity Distribution Agreement with UBS Securities LLC, Robert W. Baird & Co. Incorporated, Capital One Securities, Inc., Mizuho Securities USA Inc., FBR Capital Markets & Co. and KeyBanc Capital Markets Inc. (together, the “Agents”) to sell shares of Common Stock, to raise aggregate sales proceeds of $175.0 million , from time to time, pursuant to an “at the market” equity offering program (the “ATM Program”). Common Stock issued under the ATM Program is registered pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-214579 ). During the nine months ended September 30, 2017 , the Company sold 0.8 million shares of Common Stock through the ATM Program for net sales proceeds of $18.5 million . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016 , which are included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2017 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2017 , other than the updates described below and the subsequent notes. Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined that the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP. Income Taxes The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner so as to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income. REIT's are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the U.S. (including Puerto Rico), United Kingdom and continental Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease Company's earnings and available cash. In addition, the Company's international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. During the period from July 13, 2011 (date of inception) to December 31, 2012, the Company elected to be taxed as a corporation, pursuant to which income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using expected tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Because, the Company elected and qualified to be taxed as a REIT commencing with the taxable year ended December 31, 2013, it does not anticipate that any applicable deferred tax assets or liabilities will be realized. Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not. The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the U.S. or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). The Company derives most of its REIT taxable income from its real estate operations in the U.S. and has historically distributed all of its REIT taxable income to its shareholders. As such, the Company's real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable. The Company's deferred tax assets and liabilities are primarily the result of temporary differences related to the following: • Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets; • Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and • Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions that may be realized in future periods if the respective subsidiary generates sufficient taxable income. The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company's current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. For the three and nine months ended September 30, 2017 , the Company recognized an income tax expense of $0.8 million and $2.2 million , respectively. For the three and nine months ended September 30, 2016 , the Company recognized an income tax expense of $0.4 million and $1.4 million , respectively. Deferred income tax (expense) benefit is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets from state and local taxes in the U.S. or in foreign jurisdictions. Out-of-period adjustment During the nine months ended September 30, 2017 , the Company recorded $0.5 million of additional rental income and unbilled straight-line rent due to an error in the calculation of straight-line rent for one of the Company's properties acquired during 2014. The Company concluded that this adjustment was not material to the financial position or results of operations for the current period or any prior period. Multi-Year Outperformance Agreement Concurrent with the Listing and modifications to the Fourth Amended and Restated Advisory Agreement (the "Advisory Agreement") by and among the Company, the OP and the Advisor, the Company entered into a Multi-Year Outperformance Agreement (the “OPP”) with the OP and the Advisor (see Note 13 — Share-Based Compensation ). The Company records equity based compensation expense associated with the awards over the requisite service period of five years . The cumulative equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance. Recently Issued Accounting Pronouncements Adopted: In March 2016, the FASB issued ASU 2016-05 Derivatives and Hedging (Topic 815) , Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships . Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued an update on ASU 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. In October 2016, the FASB issued ASU 2016-17 Interest Held through Related Parties that Are under Common Control (Topic 810) guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01 Clarifying the Definition of a Business (Topic 805) guidance that revises the definition of a business. Amongst other things, this new guidance is applicable when evaluating whether an acquisition (disposal) should be treated as either a business acquisition (disposal) or an asset acquisition (disposal). Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The revised guidance is effective for reporting periods beginning after December 15, 2017, and the amendments will be applied prospectively. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. While the Company's acquisitions have historically been classified as either business combinations or asset acquisitions, certain acquisitions that were classified as business combinations by the Company likely would have been considered asset acquisitions under the new standard. As a result, future transaction costs are more likely to be capitalized since the Company expects most of its future acquisitions to be classified as asset acquisitions under this new standard. All four of the Company's acquisitions during 2017 have been classified as asset acquisitions. Pending Adoption: In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company will adopt this guidance effective January 1, 2018 and currently expects to utilize the modified retrospective approach upon adoption and does not expect that this will result in a significant cumulative-effect adjustment to equity. The Company has progressed in its project plan in evaluating our various revenue streams in order to identify any differences in the timing, measurement or presentation of revenue recognition under ASC 606 and ASC Topic 842, Leases (“ASC 842”). Based on the Company’s evaluation of its various revenue streams, the Company believes that gains on sales of real estate could be affected by adoption of ASC 606. The Company expects that this standard could have an impact on the timing of gains on certain sales of real estate as a result of more transactions generally qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. Specifically, the Company expects that this would impact partial sales of real estate in situations where the Company no longer retains a controlling financial interest. If the Company were to enter into partial sales of real estate, the Company would derecognize the real estate asset consistent with the principles outlined in ASC 606 and any retained non-controlling ownership interest would be measured at fair value consistent with the guidance on noncash consideration in ASC 606. The Company is continuing to evaluate any differences in the timing, measurement, or presentation of revenue recognition and the impact on the Company's consolidated financial statements and internal accounting processes resulting from ASC 606 as well as ASC Topic 842, Leases as discussed below. In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases (“ASC 842”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASC 842 supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. ASC 842 will impact the lease accounting model for both lessees and lessors. The Company will adopt this guidance effective January 1, 2019. The Company is a lessee for some properties in which it has ground leases as of September 30, 2017. For these leases, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. From a lessor perspective the Company expects that the new standard will impact the presentation of lease and non-lease components of revenue such as rent, and operating expense reimbursements including common area maintenance, taxes, and insurance from leases for which the Company is a lessor. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company anticipates that it will elect the following practical expedients, which must be elected as a package and applied consistently by an entity to all of its leases, which allow the Company to not have to reassess the following upon adoption: (i) whether any expired or existing contract contains a lease, (ii) lease classification related to expired or existing leases, or (iii) whether costs incurred on existing leases qualify as initial direct costs. The Company is continuing to evaluate any differences in the timing, measurement, or presentation of lessor revenues as well as the impact of the new lessee accounting model on the Company’s consolidated financial position, results of operations and disclosures. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no impact from this adoption to the Company's consolidated financial position, results of operations and cash flows. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no impact from this adoption to the Company's consolidated financial position, results of operations and cash flows. In November 2016, the FASB issued ASU 2016-18 Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (Topic 230) guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The Company will adopt this guidance effective January 1, 2018, using a retrospective transition method. As a result, the Company will restate its statements of cash flows for all periods presented to include restricted cash in the beginning and ending cash balances and remove all transfers between cash and restricted cash from operating, investing and financing activities. In January 2017, the FASB issued ASU 2017-04 Intangibles - Goodwill and Other (Topic 350) guidance on simplifying subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists to when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance is effective for reporting periods beginning after December 15, 2019, and the amendments will be applied prospectively. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new guidance. In February 2017, the FASB issued ASU 2017-05 Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future sales of real estate in which the Company retains a non-controlling interest in the property would result in the full gain amount being recognized at the time of the partial sale. Historically, the Company has not retained any interest in properties it has sold. In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718) guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award, and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future modifications to the Company's issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost. I n July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) : (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception guidance that changes the method to determine the classification of certain financial instruments with a down round feature as liabilities or equity instruments and clarify existing disclosure requirements for equity-classified instruments. A down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability, rather, an entity that presents earnings per share is required to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features. The revised guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. Adoption should be applied retrospectively to outstanding financial instruments with a down round feature with a cumulative-effect adjustment to the statement of financial position. The Company is currently evaluating the impact of this new guidance. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. While the Company continues to assess all potential impacts of the standard, the Company currently expects adoption to have an immaterial impact on the Company's consolidated financial statements. |
Merger Transaction
Merger Transaction | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Merger Transaction | Merger Transaction Pursuant to the Merger Agreement, each outstanding share of Global II's common stock, including restricted shares of common stock, par value $0.01 per share ("Global II Common Stock"), other than shares owned by the Company, any subsidiary of the Company or any wholly owned subsidiary of Global II, was converted into the right to receive 2.27 shares of Common Stock (such consideration, the “Stock Merger Consideration”), and each outstanding unit of limited partnership interest and Class B interest of Global II OP (collectively, “Global II OP Units”) was converted into the right to receive 2.27 shares of Common Stock (the “Partnership Merger Consideration” and, together with the Stock Merger Consideration, the “Merger Consideration”), in each case with cash paid in lieu of fractional shares. In addition, as provided in the Merger Agreement, all outstanding restricted shares of common stock of Global II became fully vested and entitled to receive the Merger Consideration. The Company issued 9.6 million shares of its Common Stock as consideration in the Merger. Based upon the closing price of the shares of Common Stock of $23.10 on December 21, 2016 , as reported on the NYSE, and the number of shares of Global II Common Stock outstanding, including unvested restricted shares of common stock and OP Units, net of any fractional shares on December 21, 2016 , the aggregate fair value of the Merger Consideration paid to former holders of Global II Common Stock and former holders of units of Global II OP Units was $220.9 million . On December 22, 2016, pursuant to the Merger Agreement, Global II merged with and into the Merger Sub. In addition, Global II OP, merged with the OP (see Note 1 — Organization for details). The fair value of the consideration transferred for the Mergers totaled $220.9 million and consisted of the following: As of Merger Date Fair value of consideration transferred: Cash $ — Common stock 220,868 Total consideration transferred $ 220,868 Accounting Treatment of the Mergers The Mergers were accounted for under the acquisition method for business combinations pursuant to GAAP, with the Company as the accounting acquirer of Global II. The consideration transferred by the Company to acquire Global II established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Merger Date. The actual value of the Merger Consideration was based upon the market price of Common Stock at the time of closing of the Merger. Allocation of Consideration The consideration transferred pursuant to the Merger was allocated to the assets acquired and liabilities assumed for Global II, based upon their estimated fair values as of the Merger Date. As of December 31, 2016, the allocations in the table below from land, buildings and fixtures and improvements, acquired intangible lease assets and liabilities, were assigned to each class of assets and liabilities and made with assistance from a third party specialist for the Merger acquisitions acquired on the Merger Date. The following table summarizes the fair values of the assets acquired and liabilities assumed, including all measurement period adjustments as of September 30, 2017 . (Amounts in thousands) Global II Total consideration: Fair value of Company's shares of Common Stock issued, net of fractional shares $ 220,868 Assets acquired at fair value Land 70,176 Buildings, fixtures and improvements 384,428 Acquired intangible lease assets 111,097 Total real estate investments, at fair value 565,701 Restricted cash 7,575 Derivatives, at fair value 21,808 Prepaid expenses and other assets 1,317 Related party notes receivable acquired in Merger 5,138 Due from related parties 1,463 Deferred tax assets 368 Goodwill and other intangible assets, net 18,204 Total assets acquired at fair value 621,574 Liabilities assumed at fair value Mortgage notes payable 279,032 Mortgage (discount) premium, net (2,724 ) Mezzanine facility 107,047 Mezzanine discount, net (26 ) Acquired intangible lease liabilities, net 8,510 Derivatives, at fair value 3,911 Accounts payable and accrued expenses 7,212 Prepaid rent 6,001 Deferred tax liability 9,063 Taxes payable 1,661 Dividend payable 2 Total liabilities assumed at fair value 419,689 Net assets acquired excluding cash 201,885 Cash acquired on acquisition $ 18,983 Acquired Related Party Receivable On December 16, 2016, Global II entered into a letter agreement (the “Letter Agreement”) with American Realty Capital Global II Advisors, LLC (“Global II Advisor”) and AR Global, the parent of the Global II Advisor, pursuant to which the Global II Advisor agreed to reimburse Global II $6.3 million in organization and offering costs incurred by Global II in its IPO (the “Global II IPO”) that exceeded 2.0% of gross offering proceeds in the Global II IPO (the “Excess Amount”). Global II's IPO was suspended in November 2015 and lapsed in accordance with its terms in August 2016. The Letter Agreement was negotiated on behalf of Global II, and approved, by the independent directors of Global II. The Letter Agreement provided for reimbursement of the Excess Amount to Global II through (1) the tender of 22,115 Class B Units of limited partnership interest of Global II’s OP ("Global II Class B Units"), previously issued to the Global II Advisor as payment in lieu of cash for its provision of asset management services, and (2) the payment of the balance of the Excess Amount in equal cash installments over an eight -month period. The value of the Excess Amount was determined using a valuation for each Global II Class B Unit based on the 30 -day volume weighted average price of each share of Common Stock on the Merger Date. Upon consummation of the Merger, Class B Units were tendered to Global II and the balance of the excess amount of $5.1 million was payable in eight equal monthly installments beginning on January 15, 2017 . Such receivable was acquired by the Company in the Merger. As of September 30, 2017 , the Company had received the full amount of $5.1 million in payments with respect to the excess organization and offering costs incurred by Global II. |
Real Estate Investments, Net
Real Estate Investments, Net | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | Real Estate Investments, Net Property Acquisitions The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2017 based on contract purchase price and exchange rate at the time of purchase. All of the Company's acquisitions during the nine months ended September 30, 2017 were asset acquisitions. There were no acquisitions during the nine months ended September 30, 2016 . Nine Months Ended (Dollar amounts in thousands) September 30, 2017 Real estate investments, at cost: Land $ 6,359 Buildings, fixtures and improvements 27,220 Total tangible assets 33,579 Intangibles acquired: In-place leases 4,859 Above market lease assets 47 Below market lease liabilities (1,372 ) Total assets acquired, net 37,113 Cash paid for acquired real estate investments $ 37,113 Number of properties purchased 4 Dispositions As of September 30, 2017 and December 31, 2016 , the Company did not have any properties that were classified as assets held for sale. The Company did not sell any real estate assets during the three months ended September 30, 2017 . During the three and nine months ended September 30, 2016 , the Company sold three properties for a total contract sales price of $13.9 million resulting in a gain of $1.3 million , which is reflected in gains on dispositions of real estate investments in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2016 . During the nine months ended September 30, 2017 , the Company sold its property located in Fort Washington, Pennsylvania for a total contract sales price of $13.0 million resulting in a gain of $0.4 million , which is reflected in gains on dispositions of real estate investments in the accompanying consolidated statements of operations for the nine months ended September 30, 2017 . Also included in gains on dispositions of real estate investments during the three and nine months ended September 30, 2017 is a $0.3 million and $0.8 million reduction in the Gain Fee (as defined below), respectively, payable to the Advisor, which was estimated and accrued for the year ended December 31, 2016 , as a result of reinvestments during the nine months ended September 30, 2017 (see Note 11 — Related Party Transactions for details) and a $0.1 million reduction to gain on disposition associated with a property sold in 2016 related post-closing settlement of deferred rent. Write-off of intangibles In connection with the financial difficulties of a tenant, the Company wrote off the tenant related lease intangibles with a carrying amount of $1.8 million , net of accumulated amortization during the three and nine months ended September 30, 2017 . This amount is included in depreciation and amortization in the Company's Consolidated Statement of Operations. Future Minimum Rents The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2017 . These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. (In thousands) Future Minimum Base Rent Payments (1) 2017 (remainder) $ 60,522 2018 243,191 2019 246,194 2020 249,170 2021 247,218 2022 237,629 Thereafter 852,026 $ 2,135,950 ___________________________________________ (1) Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable. There were no tenants whose annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016 . The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016 . September 30, Country, State or Territory 2017 2016 United Kingdom 22.4% 17.3% United States and Puerto Rico: Texas * 11.2% United States and Puerto Rico 51.0% 50.2% ___________________________________________ * Annualized rental income on a straight-line basis was not 10% or greater of total annualized rental income as of the period specified. |
Credit Borrowings
Credit Borrowings | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Credit Borrowings | Credit Borrowings Prior Credit Facility On July 25, 2013, the Company, through the OP, entered into a credit facility (as amended from time to time thereafter, the "Prior Credit Facility") that provided for borrowings of up to $740.0 million (subject to borrowing base availability). The Company had $616.6 million (including £177.2 million and €258.9 million ) outstanding under the Prior Credit Facility as of December 31, 2016 . The Company had the option, based upon its consolidated leverage ratio, to have draws under the Prior Credit Facility priced at either the Alternate Base Rate (as described below) plus 0.60% to 1.20% or at Adjusted LIBOR (as described below) plus 1.60% to 2.20% . The Alternate Base Rate was defined in the Prior Credit Facility as a rate per annum equal to the greatest of (a) the fluctuating annual rate of interest announced from time to time by the lender as its “prime rate” in effect on such day, (b) the federal funds effective rate in effect on such day plus half of 1% and (c) the Adjusted LIBOR for a one-month interest period on such day plus 1% . Adjusted LIBOR was defined as LIBOR multiplied by the statutory reserve rate, as determined by the Federal Reserve System of the United States. The Prior Credit Facility agreement required the Company to pay an unused fee per annum of 0.25% if the unused balance of the Prior Credit Facility exceeded or was equal to 50% of the available facility or a fee per annum of 0.15% if the unused balance of the Prior Credit Facility is less than 50% of the available facility.The unused borrowing capacity under the Credit facility as of December 31, 2016 was $113.0 million . On July 24, 2017, the Company terminated the Prior Credit Facility and repaid the outstanding balance of $725.8 million (including €255.7 million , £160.2 million and $221.6 million ) of which $720.9 million was repaid with proceeds from the Credit Facility (as described below) and $4.9 million from cash on hand. Credit Facility On July 24, 2017 , the Company, through the OP, entered into a credit agreement with KeyBank National Association (“KeyBank”), as agent, and the other lender parties thereto, that provides for a $500.0 million senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”) and a €194.6 million ( $225.0 million U.S. Dollar ("USD") equivalent at closing) senior unsecured term loan facility (the “Term Facility” and, together with the Revolving Credit Facility, the “Credit Facility”). The aggregate total commitments under the Credit Facility are $725.0 million based on USD equivalents at closing. Upon request of the Company, subject in all respects to the consent of the lenders in their sole discretion, these aggregate total commitments may be increased up to an aggregate additional amount of $225.0 million , allocated to either or among both portions of the Credit Facility, with total commitments under the Credit Facility not to exceed $950.0 million . At the closing of the Credit Facility, the Company, through the OP, borrowed $720.9 million based on USD equivalent at closing (including €194.6 million under the Term Facility, and $409.0 million , £40.0 million and €30.0 million under the Revolving Credit Facility). On September 18, 2017, the Company repaid $80.0 million denominated in USD outstanding under the Revolving Credit Facility using proceeds from the issuance of Series A Preferred Stock. As of September 30, 2017 , the Company had $648.0 million (including €194.6 million under the Term Facility and $329.0 million , £40.0 million and €30.0 million under the Revolving Credit Facility) outstanding under the Credit Facility. On October 27, 2017, the Company repaid an additional $120.0 million denominated in USD outstanding under the Revolving Credit Facility using proceeds from a new loan. See Note 15 — Subsequent Events , CMBS Loan Agreement , for additional details. The Revolving Credit Facility is interest-only and matures on July 24, 2021 , subject to one one -year extension at the Company’s option. The Term Facility is interest-only and matures on July 24, 2022 . Borrowings under the Credit Facility bear interest at a variable rate per annum based on an applicable margin that varies based on the ratio of consolidated total indebtedness and the consolidated total asset value of the Company and its subsidiaries plus either (i) LIBOR, as applicable to the currency being borrowed, or (ii) a “base rate” equal to the greatest of (a) KeyBank’s “prime rate,” (b) 0.5% above the Federal Funds Effective Rate or (c) 1.0% above one-month LIBOR. The applicable interest rate margin will initially be determined based on a range from 0.60% to 1.20% per annum with respect to base rate borrowings and 1.60% to 2.20% per annum with respect to LIBOR borrowings. As of September 30, 2017 , the Credit Facility had a weighted average effective interest rate of 2.7% after giving effect to interest rate swaps in place. The Credit Facility requires the Company through the OP to pay an unused fee per annum of 0.25% of the unused balance of the Revolving Credit Facility if the unused balance exceeds or is equal to 50% of the total commitment or a fee per annum of 0.15% of the unused balance of the Revolving Credit Facility if the unused balance is less than 50% of the total commitment. From and after the time the Company obtains an investment grade credit rating, the unused fee will be replaced with a facility fee based on the total commitment under the Revolving Credit Facility multiplied by 0.30% , decreasing as the Company’s credit rating increases. The availability of borrowings under the Revolving Credit Facility is based on the value of a pool of eligible unencumbered real estate assets owned by the Company and compliance with various ratios related to those assets. As of September 30, 2017 , approximately $82.0 million was available for future borrowings under the Revolving Credit Facility. Any future borrowings may, at the option of the Company, be denominated in USD, EUR, Canadian Dollars, British Pounds Sterling ("GBP") or Swiss Francs. Amounts borrowed may not, however, be converted to, or repaid in, another currency once borrowed. The Company, through the OP, may reduce the amount committed under the Revolving Credit Facility and repay outstanding borrowings under the Credit Facility, in whole or in part, at any time without premium or penalty, other than customary “breakage” costs payable on LIBOR borrowings. In the event of a default, the lender has the right to terminate its obligations under the Credit Facility agreement and to accelerate the payment on any unpaid principal amount of all outstanding loans. The Credit Facility also imposes certain affirmative and negative covenants on the OP, the Company and certain of its subsidiaries including restrictive covenants with respect to, among other things, liens, indebtedness, investments, distributions, mergers and asset sales, as well as financial covenants requiring the OP to maintain, among other things, ratios related to leverage, secured leverage, fixed charge coverage and unencumbered debt services, as well as a minimum consolidated tangible net worth. The Company and certain of its subsidiaries have guaranteed the OP's obligations under the Credit Facility pursuant to a guarantee and a related contribution agreement which governs contribution rights of the guarantors in the event any amounts become payable under the guaranty. In connection with the Company’s replacement of its existing Credit Facility with its New Credit Facility, and the change in borrowings by currency resulting therefrom, the Company terminated its existing £160.3 million notional GBP-LIBOR interest rate swap and entered into a new $150.0 million notional five year USD-LIBOR interest rate swap. Additionally, the Company novated its existing €224.4 million notional Euribor interest rate swap from its existing counterparty to a new counterparty. Bridge Loan Facility On August 8, 2016, in connection with the execution of the Merger Agreement, the OP entered into a bridge loan commitment letter (the "Bridge Commitment"), pursuant to which UBS Securities LLC and UBS AG, Stamford Branch agreed to provide a $150.0 million senior secured bridge loan facility for a term of 364 days from the date of the Merger. The Bridge Commitment required a 1.50% fee of the commitment amount upon execution. Upon closing of the Merger, the Company did not exercise its rights under the Bridge Commitment and as a result thereof, the Bridge Commitment was automatically terminated with the Merger. Mezzanine Facility In connection with the Merger, the Company assumed a mezzanine loan agreement (the "Mezzanine Facility") with an estimated aggregate fair value of $107.0 million . The Mezzanine Facility, which provided for aggregate borrowings up to €128.0 million subject to certain conditions. The Mezzanine Facility bore interest at a rate of 8.25% per annum, payable quarterly, and was scheduled to mature on August 13, 2017 . On March 30, 2017, the Company terminated the Mezzanine Facility agreement and repaid in full the outstanding balance of $56.5 million (or €52.7 million ). The outstanding balance of the Mezzanine Facility was $55.4 million (or €52.7 million ) as of December 31, 2016 . The Company had no unused borrowing capacity under the Mezzanine Facility as of December 31, 2016 . Unencumbered Assets The total gross carrying value of unencumbered assets as of September 30, 2017 was $1.5 billion . |
Mortgage Notes Payable
Mortgage Notes Payable | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable | Mortgage Notes Payable Mortgage notes payable as of September 30, 2017 and December 31, 2016 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2017 December 31, 2016 Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 33,553 $ 29,878 2.2% (2) Fixed Sep. 2020 Tokmanni 1 34,233 30,483 2.4% (2) Fixed Oct. 2020 France: Auchan (5) 1 9,806 8,732 1.7% (2) Fixed Dec. 2019 Pole Emploi (5) 1 6,852 6,102 1.7% (2) Fixed Dec. 2019 Sagemcom (5) 1 42,414 37,768 1.7% (2) Fixed Dec. 2019 Worldline (5) 1 5,907 5,260 1.9% (2) Fixed Jul. 2020 Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2017 December 31, 2016 Maturity DCNS (5) 1 11,224 9,994 1.5% (2) Fixed Dec. 2020 ID Logistics II (5) 2 12,405 11,046 1.3% Fixed Jun. 2021 Germany Rheinmetall 1 12,523 11,152 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,317 4,734 2.4% Fixed Jan. 2019 RWE AG 3 73,841 65,753 1.6% (2) Fixed Oct. 2019 Rexam 1 6,214 5,534 1.8% (2) Fixed Oct. 2019 Metro Tonic 1 31,308 27,879 1.7% (2) Fixed Dec. 2019 ID Logistics I (5) 1 4,726 4,208 1.0% Fixed Oct. 2021 Luxembourg: DB Luxembourg (5) 1 42,532 37,873 1.4% (2) Fixed May 2020 The Netherlands: ING Amsterdam (5) 1 51,984 46,290 1.7% (2) Fixed Jun. 2020 Total EUR denominated 22 384,839 342,686 United Kingdom: McDonald's 1 1,018 938 4.1% (2) Fixed Oct. 2017 Wickes Building Supplies I 1 2,608 2,402 3.7% (2) Fixed May 2018 Everything Everywhere 1 5,359 4,936 4.0% (2) Fixed Jun. 2018 Thames Water 1 8,039 7,405 4.1% (2) Fixed Jul. 2018 Wickes Building Supplies II 1 2,211 2,036 4.2% (2) Fixed Jul. 2018 Northern Rock 2 7,034 6,479 4.4% (2) Fixed Sep. 2018 Wickes Building Supplies III 1 2,546 2,345 4.3% (2) Fixed Nov. 2018 Provident Financial 1 17,082 15,735 4.1% (2) Fixed Feb. 2019 Crown Crest 1 25,790 23,757 4.2% (2) Fixed Feb. 2019 Aviva 1 21,034 19,376 3.8% (2) Fixed Mar. 2019 Bradford & Bingley 1 10,129 9,330 3.5% (2) Fixed May 2020 Intier Automotive Interiors 1 6,330 5,831 3.5% (2) Fixed May 2020 Capgemini 1 7,369 6,788 3.2% (2) Fixed Jun. 2020 Fujitsu 3 33,199 30,581 3.2% (2) Fixed Jun. 2020 Amcor Packaging 7 4,188 3,858 3.5% (2) Fixed Jul. 2020 Fife Council 1 2,457 2,263 3.5% (2) Fixed Jul. 2020 Malthrust 3 4,287 3,949 3.5% (2) Fixed Jul. 2020 Talk Talk 1 5,125 4,721 3.5% (2) Fixed Jul. 2020 HBOS 3 7,221 6,652 3.5% (2) Fixed Jul. 2020 DFS Trading 5 13,584 12,513 3.4% (2) Fixed Aug. 2020 DFS Trading 2 3,180 2,930 3.4% (2) Fixed Aug. 2020 HP Enterprise Services 1 12,442 11,461 3.4% (2) Fixed Aug. 2020 Foster Wheeler (5) 1 52,652 48,501 2.6% (2) Fixed Oct. 2018 Harper Collins (5) 1 37,614 34,648 3.4% (2) Fixed Oct. 2019 NCR Dundee (5) 1 7,556 6,960 2.9% (2) Fixed Apr. 2020 Total GBP denominated 43 300,054 276,395 United States: Quest Diagnostics 1 52,799 52,800 3.2% (3) Variable Sep. 2018 Western Digital 1 17,445 17,682 5.3% Fixed Jul. 2021 AT&T Services 1 33,550 33,550 3.2% (4) Variable Dec. 2020 FedEx Freight (5) 1 6,165 6,165 4.5% Fixed Jun. 2021 Veolia Water (5) 1 4,110 4,110 4.5% Fixed Jun. 2021 Puerto Rico: Encanto Restaurants (6) 18 — 21,599 6.3% Fixed Jun. 2017 Total USD denominated 5 114,069 135,906 Gross mortgage notes payable 70 798,962 754,987 2.6% Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2017 December 31, 2016 Maturity Deferred financing costs, net of accumulated amortization — (4,043 ) (5,103 ) —% Mortgage notes payable, net of deferred financing costs 70 $ 794,919 $ 749,884 2.6% _______________________________ (1) Amounts borrowed in local currency and translated at the spot rate as of the periods presented. (2) Fixed as a result of an interest rate swap agreement. (3) The interest rate is 2.0% plus 1-month LIBOR. (4) The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement. (5) New mortgages acquired as part of the Merger on the Merger Date. (6) The effective interest rate of 6.3% and 18 properties is not included in the calculation of weighted average effective interest rate and encumbered properties total as of September 30, 2017 , respectively, as the loan was paid off as of June 30, 2017. In connection with the Mergers, the OP assumed outstanding gross mortgage notes payable encumbering properties owned by Global II with an estimated aggregate fair value of $279.0 million at the Merger Date. The following table presents future scheduled aggregate principal payments on the Company's gross mortgage notes payable over the next five calendar years and thereafter as of September 30, 2017 : (In thousands) Future Principal Payments (1) 2017 (remainder) $ 1,100 2018 133,584 2019 290,151 2020 330,422 2021 43,705 2022 — Thereafter — Total $ 798,962 _________________________ (1) Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable. The Company's mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of September 30, 2017 , the Company was in breach of a loan to value financial covenant on one mortgage note payable agreement. As of September 30, 2017 , the loan had an outstanding principal balance of $7.4 million . The Company cured the breach within the period required by the underlying loan agreement by repaying £0.8 million of principal on the mortgage subsequent to September 30, 2017 , and the breach did not result in an event of default. The Company was in compliance with the remaining covenants under its mortgage notes payable agreements as of September 30, 2017 . As of December 31, 2016 , the Company was in compliance with all financial covenants under its mortgage notes payable agreements. CMBS Loan Agreement On October 27, 2017, 12 wholly owned subsidiaries (the “Borrowers”) of the OP entered into a loan agreement (the “Loan Agreement”) with Column Financial, Inc. and Citi Real Estate Funding Inc. (collectively, the “Lenders”). The Loan Agreement provides for a $187.0 million loan (the “Loan”) with a fixed interest rate of 4.369% and a maturity date of November 6, 2027. See Note 15 — Subsequent Events , CMBS Loan Agreement , for additional details. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2017 and December 31, 2016 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties. Financial Instruments Measured at Fair Value on a Recurring Basis The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2017 Cross currency swaps, net (GBP & EUR) $ — $ (2,898 ) $ — $ (2,898 ) Foreign currency forwards, net (GBP & EUR) $ — $ (1,136 ) $ — $ (1,136 ) Interest rate swaps, net (GBP & EUR) $ — $ (9,031 ) $ — $ (9,031 ) Put options (GBP & EUR) $ — $ 132 $ — $ 132 OPP (see Note 13 ) $ — $ — $ (3,900 ) $ (3,900 ) December 31, 2016 Cross currency swaps, net (GBP & EUR) $ — $ 21,179 $ — $ 21,179 Foreign currency forwards, net (GBP & EUR) $ — $ 6,998 $ — $ 6,998 Interest rate swaps, net (GBP & EUR) $ — $ (15,457 ) $ — $ (15,457 ) Put options (GBP & EUR) $ — $ 523 $ — $ 523 OPP (see Note 13 ) $ — $ — $ (13,400 ) $ (13,400 ) The valuation of the OPP is determined using a Monte Carlo simulation. This analysis reflects the contractual terms of the OPP, including the performance periods and total return hurdles, as well as observable market-based inputs, including interest rate curves, and unobservable inputs, such as expected volatility. As a result, the Company has determined that its OPP valuation in its entirety is classified in Level 3 of the fair value hierarchy. A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets. There were no transfers between Level 1 and Level 2 of the fair value hierarchy during the nine months ended September 30, 2017 . Level 3 Valuations The following is a reconciliation of the beginning and ending balances for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2017 : (In thousands) OPP Beginning Balance as of December 31, 2016 $ 13,400 Fair value adjustment (9,500 ) Ending balance as of September 30, 2017 $ 3,900 The following table provides quantitative information about the significant Level 3 input used: Financial Instrument Fair Value at September 30, 2017 Principal Valuation Technique Unobservable Inputs Input Value (In thousands) OPP $ 3,900 Monte Carlo Simulation Expected volatility 17.4% The following discussion provides a description of the impact on a fair value measurement of a change in each unobservable input in isolation. For the relationship described below, the inverse relationship would also generally apply. Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying instrument, parameter or market index, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument. Financial Instruments not Measured at Fair Value on a Recurring Basis The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, due to/from related parties, prepaid expenses and other assets, accounts payable, deferred rent and dividends payable approximate their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below. Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Level September 30, September 30, December 31, December 31, Mortgage notes payable (1) (2) 3 $ 796,790 $ 793,062 $ 752,484 $ 747,870 Credit Facility (3) 3 $ — $ — $ 616,614 $ 616,614 New Credit Facility (3) 3 $ 647,988 $ 652,487 $ — $ — Mezzanine Facility (4) 3 $ — $ — $ 55,383 $ 55,400 __________________________________________________________ (1) Carrying value includes $799.0 million gross mortgage notes payable and $2.2 million mortgage discount/(premium), net as of September 30, 2017 . (2) Carrying value includes $755.0 million gross mortgage notes payable and $2.5 million mortgage discount/(premium), net as of December 31, 2016 . (3) On July 24, 2017 , the Company terminated the Prior Credit Facility and repaid the outstanding balance primarily with proceeds from the Credit Facility (see Note 5 — Credit Borrowings for further details). (4) Carrying value includes $55.4 million Mezzanine Facility and $17,000 mezzanine discount, net as of December 31, 2016 . The fair value of the gross mortgage notes payable and the Credit Facility are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. Advances under the Prior Credit Facility were considered to be reported at fair value due to the short-term nature of the maturity. The Mezzanine Facility required the Company to pay interest based on a fixed rate and as such the advances were considered to approximate fair value. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. Certain foreign investments expose the Company to fluctuations in foreign interest rates and exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain obligations in terms of its functional currency, the USD. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than for interest rate and currency risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any such counterparties will fail to meet their obligations. The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2017 and December 31, 2016 : (In thousands) Balance Sheet Location September 30, 2017 December 31, 2016 Derivatives designated as hedging instruments: Foreign currency forwards (EUR-USD) Derivative assets, at fair value $ — $ 972 Cross currency swaps (GBP) Derivative assets, at fair value — 16,868 Cross currency swaps (EUR) Derivative assets, at fair value — 3,003 Interest rate swaps (USD) Derivative assets, at fair value 549 — Cross currency swaps (EUR) Derivative liabilities, at fair value (2,672 ) — Cross currency swaps (GBP) Derivative liabilities, at fair value (345 ) — Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (166 ) — Interest rate swaps (GBP) Derivative liabilities, at fair value (4,091 ) (8,595 ) Interest rate swaps (EUR) Derivative liabilities, at fair value (2,707 ) (4,262 ) Total $ (9,432 ) $ 7,986 Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 43 $ 3,918 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (617 ) — Foreign currency forwards (EUR-USD) Derivative assets, at fair value — 2,108 Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (396 ) — Put options (GBP) Derivative assets, at fair value 2 131 Put options (EUR) Derivative assets, at fair value 130 392 Cross currency swaps (GBP) Derivative assets, at fair value — 477 Cross currency swaps (EUR) Derivative assets, at fair value 119 831 Interest rate swaps (EUR) Derivative liabilities, at fair value (2,782 ) (2,600 ) Total $ (3,501 ) $ 5,257 The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2017 and December 31, 2016 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2017 $ 842 $ (13,776 ) $ — $ (12,934 ) $ — $ — $ (12,934 ) December 31, 2016 $ 28,700 $ (15,457 ) $ — $ 13,243 $ — $ — $ 13,243 In addition to the above derivative arrangements, the Company also uses non-derivative financial instruments to hedge its exposure to foreign currency exchange rate fluctuations as part of its risk management program, including foreign denominated debt issued and outstanding with third parties to protect the value of its net investments in foreign subsidiaries against exchange rate fluctuations. The Company has drawn, and expects to continue to draw, foreign currency advances under the Prior Credit Facility and the Credit Facility to fund certain investments in the respective local currency which creates a natural hedge against the original equity invested in the real estate investments, removing the need for the final cross currency swaps (See Note 5 — Credit Borrowings). As further discussed below, in conjunction with the restructuring of the cross currency swaps on February 4, 2015 , foreign currency advances of €110.5 million and £68.5 million were drawn under the Prior Credit Facility. The Company separately designated each foreign currency draw as a net investment hedge under ASC 815. Effective May 17, 2015, the Company modified the hedging relationship and designated all current and future foreign currency draws as net investment hedges. Interest Rate Swaps The Company’s objectives in using interest rate swaps are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of September 30, 2017 and December 31, 2016 , the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk: September 30, 2017 December 31, 2016 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 20 $ 300,053 21 $ 474,161 Interest rate swaps (EUR) 13 219,129 14 431,213 Interest rate swaps (USD) 3 150,000 — — Total 36 $ 669,182 35 $ 905,374 In connection with the July 24, 2017 refinancing of the Prior Credit Facility, the Company terminated an interest rate swap with notional amount of £160.0 million for a payment of $2.6 million . This swap was designated as a cash flow hedge on the Company's GBP borrowings which were partially paid off. As a result of the termination, the Company accelerated the reclassification of amounts in other comprehensive income to earnings as a result of the hedged forecasted transactions becoming probable not to occur. The portion of the termination payment relating to the GBP borrowings that were paid off resulted in a charge to earnings of $1.1 million , included in losses on derivative instruments in the three and nine months ended September 30, 2017 . The remaining amount relating to GBP borrowings still outstanding will remain in accumulated other comprehensive income ("AOCI") and be recorded as an adjustment to interest expense over the term of the related LIBOR borrowings. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. During 2017 , such derivatives were used to hedge the variable cash flows associated with variable-rate debt. During the three and nine months ended September 30, 2017 , the Company recorded gains of approximately $46,000 and $112,000 , respectively, of ineffectiveness in earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and nine months ended September 30, 2016 , the Company recorded gains of $0.3 million and losses of $0.2 million of ineffectiveness in earnings, respectively. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next 12 months , the Company estimates that an additional $4.8 million will be reclassified from other comprehensive income (loss) as an increase to interest expense. The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2017 and 2016 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Amount of loss recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) $ (3,738 ) $ (487 ) $ (12,364 ) $ (15,148 ) Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) $ (1,461 ) $ (1,329 ) $ (4,523 ) $ (3,920 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ (1,102 ) $ 318 $ (1,007 ) $ (174 ) Cross Currency Swaps Previously Designated as Net Investment Hedges The Company is exposed to fluctuations in foreign currency exchange rates on property investments in foreign countries which pay rental income, incur property related expenses and hold debt instruments in currencies other than its functional currency, the USD. The Company uses foreign currency derivatives including cross currency swaps to hedge its exposure to changes in foreign currency exchange rates on certain of its foreign investments. Cross currency swaps involve fixing the applicable exchange rate for delivery of a specified amount of foreign currency on specified dates. On February 4, 2015 , the Company restructured its cross currency swaps and replaced its initial USD equity funding in certain foreign real estate investments with foreign currency debt. As part of the restructuring, foreign currency advances of €110.5 million and £68.5 million were drawn under the Prior Credit Facility which created a natural hedge against the original equity invested in the real estate investments, thus removing the need for the final equity notional component of the cross currency swaps. The cross currency swaps had been designated as net investment hedges through the date of the restructure. For derivatives designated as net investment hedges, the effective portion of changes in the fair value of the derivatives are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated. The restructuring and settlement of the cross currency swaps resulted in a gain of approximately $19.0 million , with $10.1 million in proceeds received and $8.9 million retained by the bank as a reduction of outstanding Credit Facility balance as of December 31, 2015 . The gain will remain in the cumulative translation adjustment until such time as the net investments are sold or substantially liquidated. Following the restructuring noted above, these cross currency swaps no longer qualified for net investment hedge accounting treatment and as such, subsequent to February 5, 2015, all changes in fair value are recognized in earnings. Foreign Denominated Debt Designated as Net Investment Hedges Effective May 17, 2015 , all foreign currency draws under the Prior Credit Facility were designated as net investment hedges. As such, the effective portion of changes in value due to currency fluctuations are reported in accumulated other comprehensive income (loss) (outside of earnings) as part of the cumulative translation adjustment. The undesignated portion of the change in fair value of the derivatives is recognized directly in earnings. Amounts are reclassified out of accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated, or if the Company should no longer possess a controlling interest. As of September 30, 2017 , total foreign currency advances under the New Credit Facility were approximately $318.9 million , which reflects advances of £40.0 million ( $53.6 million based upon an exchange rate of £1.00 to $1.34 , as of September 30, 2017 ) and advances of €224.6 million ( $265.4 million based upon an exchange rate of €1.00 to $1.18 , as of September 30, 2017 ). The Company designates its net investment hedge position on the first day of each quarterly period. As of July 1, 2017 , foreign currency draws under the Prior Credit Facility were £160.2 million ( $214.7 million based on the aforementioned exchange rate as of September 30, 2017 ) and €255.7 million ( $302.1 million based on the aforementioned exchange rate as of September 30, 2017 ) were designated as net investment hedges of the total foreign currency draws outstanding on the Credit Facility of $516.8 million . As of July 1, 2017 , total net investments in real estate denominated in foreign currency were £108.0 million ( $144.7 million based on the aforementioned exchange rate as of September 30, 2017 ) and €348.7 million ( $412.0 million based on the aforementioned exchange rate as of September 30, 2017 ), which resulted in £52.2 million ( $70.0 million based on the aforementioned exchange rate as of September 30, 2017 ) of undesignated excess position. The Company records adjustments to earnings for currency impact on this undesignated excess position. Effective on July 24, 2017, in connection with the refinancing of the Prior Credit Facility, the GBP borrowings were substantially reduced, and there was no undesignated excess foreign advances in GBP thereafter. As of July 1, 2017 , the Company’s Euro ("EUR") designated net investment hedges did not result in an excess position. The Company recorded gains ( losses ) of $0.1 million and $(3.8) million for the three and nine months ended September 30, 2017 , respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. The Company recorded gains of $1.2 million and $5.8 million for the three and nine months ended September 30, 2016 , respectively, due to currency changes on the undesignated excess of the foreign currency advances over the related net investments. For the portion of foreign draws now designated as net investment hedges there were no additional remeasurement gains (losses) for the three and nine months ended September 30, 2017 . As of September 30, 2017 , and December 31, 2016 , the Company had the following outstanding foreign cross currency derivatives that were used to hedge its net investments in foreign operations: September 30, 2017 December 31, 2016 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Cross currency swaps (GBP - USD) 1 $ 65,815 1 $ 60,626 Cross currency swaps (EUR - USD) 3 42,627 3 37,957 Foreign currency forwards (EUR-USD) 1 10,100 1 10,100 Total 5 $ 118,542 5 $ 108,683 In connection with the July 24, 2017 refinancing of the Prior Credit Facility, The company novated an interest rate swap with a notional amount of €224.0 million . Subsequent to the novation, the swap no longer qualified for hedge accounting. The interest swap liability of $0.7 million at that date will stay in AOCI and be recorded as an adjustment to interest expense over the term of the related LIBOR borrowings. Subsequent changes in the value of the swap will be reflected in earnings. Additionally, in connection with the July 24, 2017 refinancing of the Prior Credit Facility, the Company terminated a cross-currency swap with a notional amount of £49.1 million for a payment of $10.6 million . This swap was designated as a net investment hedge on the Company's EUR investments, and this swap is still outstanding. The termination payment amount will remain in AOCI until the hedge item is liquidated. Non-designated Derivatives The Company is exposed to fluctuations in the exchange rates of its functional currency, the USD, against the GBP and the EUR. The Company uses foreign currency derivatives including options, currency forward and cross currency swap agreements to manage its exposure to fluctuations in GBP-USD and EUR-USD exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the strict hedge accounting requirements to be classified as hedging instruments. Changes in the fair value of derivatives not designated as hedges under qualifying hedging relationships are recorded directly in net income (loss). The Company recorded losses of $2.0 million and $5.4 million on the non-designated hedges for the three and nine months ended September 30, 2017 , respectively. The Company recorded gains of $0.4 million and $3.9 million on the non-designated hedges for the three and nine months ended September 30, 2016 , respectively. As of September 30, 2017 and December 31, 2016 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2017 December 31, 2016 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP - USD) 16 $ 18,232 21 $ 18,058 Foreign currency forwards (EUR - USD) 14 21,140 20 28,424 Cross currency swaps (GBP - USD) — — 3 43,457 Cross currency swaps (EUR - USD) 1 15,864 3 30,604 Interest rate swaps (EUR) 6 408,389 5 127,570 Put options (GBP-USD) 2 1,350 5 3,375 Put options (EUR-USD) 7 11,500 5 6,250 Total 46 $ 476,475 62 $ 257,738 Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. As of September 30, 2017 , the fair value of derivatives in a net liability position including accrued interest but excluding any adjustment for nonperformance risk related to these agreements was $15.4 million . As of September 30, 2017 , the Company had not posted any collateral related to these agreements and was not in breach of any agreement provisions. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity On February 28, 2017 , the Company completed a Reverse Stock Split of Common Stock, OP Units and LTIP Units, at a ratio of 1 -for- 3 (see Note 1 — Organization for details). As of September 30, 2017 and December 31, 2016 , the Company had 67.3 million and 66.3 million shares of Common Stock outstanding, respectively, excluding unvested restricted shares of Common Stock ("restricted shares"), the limited partnership units in the OP ("OP Units") issued to limited partners other than the Company or long-term incentive plan units in the OP ("LTIP Units") issued in accordance with the OPP which are currently, or may be in the future, convertible into shares of Common Stock. During the three and nine months ended September 30, 2017 , the Company paid fees of approximately $2,000 and $0.2 million , respectively, to the Agents with respect to sales of shares of Common Stock sold pursuant to the ATM Program. These fees were charged to additional paid-in capital on the accompanying consolidated balance sheet during the ATM Program as of September 30, 2017 . On September 12, 2017, the Company completed the initial issuance and sale of 4,000,000 shares of Series A Preferred Stock, which generated gross proceeds of $100.0 million and net proceeds of $96.3 million , after deducting underwriting discounts and offering costs paid by the Company. On October 11, 2017, the underwriters exercised an option to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by the Company. Holders of Series A Preferred Stock are entitled to cumulative dividends in an amount equal to $1.8125 per share each year, which is equivalent to the rate of 7.25% of the $25.00 liquidation preference per share per annum. The Series A Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased. On and after September 12, 2022, at any time and from time to time, the Series A Preferred Stock will be redeemable in whole or in part, at the Company's option, at a cash redemption price of $25.00 per share plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. In addition, upon the occurrence of a Delisting Event or a Change of Control (each as defined in the articles supplementary governing the terms of the Series A Preferred Stock (the "Articles Supplementary")), the Company may, subject to certain conditions, at its option, redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the first date on which the Delisting Event occurred or within 120 days after the first date on which the Change of Control occurred, as applicable, by paying the liquidation preference of $25.00 per share, plus an amount equal to all dividends accrued and unpaid (whether or not declared), if any, to, but not including, the redemption date. If the Company does not exercise these redemption rights upon the occurrence of a Delisting Event or a Change of Control, the holders of Series A Preferred Stock will have certain rights to convert Series A Preferred Stock into shares of Common Stock based on a defined formula subject to a cap whereby the holders of Series A Preferred Stock may receive a maximum of 2.301 shares of Common Stock (as adjusted for any stock splits) per share of Series A Preferred Stock. The necessary conditions to convert the Series A Preferred Stock to Common Stock have not been met as of September 30, 2017 . Therefore, Series A Preferred Stock will not impact Company's earnings per share calculations. The Series A Preferred Stock ranks senior to Common Stock, with respect to dividend rights and rights upon the Company's voluntary or involuntary liquidation, dissolution or winding up. Voting rights for holders of Series A Preferred Stock exist primarily with respect to the ability to elect two additional directors to the Company’s board of directors if six or more quarterly dividends (whether or not consecutive) payable on the Series A Preferred Stock are in arrears, and with respect to voting on amendments to the Company’s charter (which includes the Articles Supplementary) that materially and adversely affect the rights of the Series A Preferred Stock or create additional classes or series of shares of the Company’s capital stock that are senior to the Series A Preferred Stock. Other than the limited circumstances described above and in the Articles Supplementary, holders of Series A Preferred Stock do not have any voting rights. Monthly Dividends and Change to Payment Dates The Company pays dividends on Common Stock on the 15th day of each month in an amount equal to $0.1775 per share to stockholders of record as of close of business on the 8th day of such month. The Company's board of directors may alter the amounts of dividends paid or suspend dividend payments at any time and therefore dividend payments are not assured. For purposes of the presentation of information herein, the Company may refer to distributions by the OP on OP Units and LTIP Units (as defined in Note 13 — Share-Based Compensation ) as dividends. Dividends on Series A Preferred Stock accrue in an amount equal to $0.453125 per share per quarter to Series A Preferred Stock holders, which is equivalent to 7.25% of the $25.00 liquidation preference per share of Series A Preferred Stock per annum. Dividends on the Series A Preferred Stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day) to holders of record at the close of business on the record date set by the Company's board of directors, which must be not more than 30 nor fewer than 10 days prior to the applicable payment date. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Ground Leases Certain properties acquired are subject to ground leases, which are accounted for as operating leases. The ground leases have various expiration dates, renewal options, and rental rate escalations, with the latest leases extending to April 2105. Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2017 (remainder) $ 354 2018 1,415 2019 1,415 2020 1,415 2021 1,415 2022 1,415 Thereafter 43,236 Total $ 50,665 The Company incurred rent expense on ground leases of $0.3 million and $1.0 million during the three and nine months ended September 30, 2017 , respectively. The Company incurred rent expense on ground leases of $0.4 million and $1.0 million during the three and nine months ended September 30, 2016 , respectively. Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no material legal or regulatory proceedings pending or known to be contemplated against the Company. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. As of September 30, 2017 , the Company had not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the results of operations. Hurricane Damage During the three and nine months ended September 30, 2017 , properties owned by the Company in the U.S. with carrying amounts of $171.2 million (including $32.9 million of properties located in Puerto Rico) as of September 30, 2017 were located in areas impacted by Hurricanes Irma, Harvey and Maria. The properties are covered by insurance for both property damage and business interruption, subject to normal deductibles, and the tenants have continued to make regular monthly lease payments. Accordingly, the Company does not believe that its exposure to loss on its property or operations will be significant. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of September 30, 2017 and December 31, 2016 , the Former Parent of the Sponsor, AR Global, the Special Limited Partner and a subsidiary of the Service Provider owned, in the aggregate, 258,504 and 81,481 shares of outstanding Common Stock, respectively. The Advisor, the Service Provider, and their affiliates may incur costs and fees on behalf of the Company. As of December 31, 2016 , the Company had $5.2 million of receivables from related parties. There were no receivables from related parties as of September 30, 2017 . As of September 30, 2017 and December 31, 2016 , the Company had $1.2 million and $2.2 million of payables to related parties, respectively. As of September 30, 2017 , AR Global indirectly owned 95% of the membership interests in the Advisor and Scott J. Bowman, the Company's former chief executive officer and president, directly owned the other 5% of the membership interests in the Advisor. Prior to his resignation as chief executive officer and president of the Company, Mr. Bowman owned 10% of the membership interests in the Advisor and AR Global indirectly owned the other 90% of the membership interests in the Advisor. James L. Nelson, the Company’s chief executive officer and president, holds a non-controlling profit interest in the Advisor and Property Manager. Mr. Nelson was appointed the Company's chief executive officer and president, effective as of August 8, 2017. The Company is the sole general partner of the OP. At Listing, the Advisor held a total of 487,252 OP Units and the Service Provider held a total of 115,967 OP Units. Subsequent to the Listing, all OP Units issued to the Advisor were transferred to individual members and employees of AR Global. On September 2, 2016 , 421,378 of the OP Units were converted into Common Stock, of which 305,411 were issued to individual members and employees of AR Global and 115,967 were issued to the Service Provider. On April 3, 2017, the remaining 181,841 of OP Units were converted into Common Stock which were held by individual members and employees of AR Global. As of September 30, 2017 , the Company holds all of the OP Units. On June 2, 2015 , the Advisor and the Service Provider exchanged 575,438 previously-issued Class B Units for 575,438 OP Units pursuant to the OP Agreement. These OP Units were redeemable for shares of Common Stock of the Company on a one-for-one basis, or the cash value of shares of Common Stock (at the option of the Company), 12 months from the Listing Date subject to the terms of the limited partnership agreement of the OP. The Advisor and the OP also entered into a Contribution and Exchange Agreement pursuant to which the Advisor contributed $0.8 million in cash to the OP in exchange for 27,776 OP Units. Subsequent to the Listing, such OP Units were transferred to individual members and employees of AR Global. The OP made cash distributions to partners other than the Company of $0.1 million during the nine months ended September 30, 2017 . There were no cash distributions paid to holders of OP Units during the three months ended September 30, 2017 . The OP made cash distributions with respect to partnership interests other than those of the Company of approximately $0.3 million and $1.0 million during the three and nine months ended September 30, 2016 , respectively. In addition, in connection with the OPP, the Company paid $0.2 million and $0.5 million in distributions related to LTIP Units (as defined in Note 13 — Share-Based Compensation ) during the three and nine months ended September 30, 2017 , respectively, which are included in non-controlling interest in the consolidated statement of changes in equity. As of September 30, 2017 and December 31, 2016 , the Company had no unpaid distributions relating to LTIP Units. A holder of OP Units, other than the Company, has the right to convert OP Units for a corresponding number of shares of Common Stock, or the cash value equivalent of those corresponding shares, at the Company's option, in accordance with the limited partnership agreement of the OP. The rights of the holders of OP Units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. Realty Capital Securities, LLC (the "Former Dealer Manager") served as the dealer manager of the Company's initial public offering, which was ongoing from October 2012 to June 2014 and, together with its affiliates, continued to provide the Company with various services through December 31, 2015. RCS Capital Corporation ("RCAP"), the parent company of the Former Dealer Manager and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016, prior to which it was also under common control with AR Global, the parent of the Sponsor. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global's principals. The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not named in the suit, nor are there any allegations related to the services the Advisor provides to the Company. On May 26, 2017, the defendants moved to dismiss. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously. Acquired Related Party Receivable As more fully described in Note 3 — Merger Transaction , the Company acquired a $5.1 million receivable due from an affiliate of the Advisor which was payable in eight equal monthly installments beginning on January 15, 2017 . As of September 30, 2017 , all monthly payments had been made on schedule, and there is no balance remaining on this receivable. Fees Paid in Connection With the Operations of the Company Until the Listing Date, the Advisor was paid an acquisition fee of 1.0% of the contract purchase price of each acquired property and 1.0% of the amount advanced for a loan or other investment and a finance fee equal to 0.75% of the amount available and/or outstanding under such financing, subject to certain limitations. Solely with respect to investment activities in Europe, the Advisor paid the Service Provider the acquisition fees and financing coordination fees. Until the Listing Date, the Advisor was also reimbursed for insourced expenses incurred in the process of acquiring properties, which were limited to 0.5% of the contract purchase price and 0.5% of the amount advanced for a loan or other investment. Additionally, the Company paid third party acquisition expenses. In addition, until the Listing Date, the Company compensated the Advisor for its asset management services in an amount equal to 0.75% per annum of the total of: the cost of the Company's assets (cost includes the purchase price, acquisition expenses, capital expenditures and other customarily capitalized costs, but excluding acquisition fees) plus costs and expenses incurred by the Advisor in providing asset management services, less the excess, if any, of dividends over FFO plus acquisition fees expenses and restricted share grant amortization. Until April 1, 2015, as compensation for this arrangement, the Company caused the OP to issue (subject to periodic approval by the board of directors) to the Advisor and Service Provider performance-based restricted partnership units of the OP ("Class B Units"). An aggregate of 575,438 Class B Units were issued to the Advisor and the Service Provider in connection with this arrangement, all of which vested on the Listing Date at a cost of $14.5 million . Concurrently, the Class B Units were converted to OP Units on a one-to-one basis. The vested value was calculated based, in part, on the closing price of Company's Common Stock on June 2, 2015 less an estimated discount for the one year lock-out period of transferability or liquidity of the OP Units. The Advisor and the Service Provider received distributions on unvested Class B Units equal to the dividend rate received on Common Stock. The Company records OP Unit distributions in the consolidated statement of changes in equity. Since April 1, 2015, the Advisor has been paid for its asset management services in cash. The performance condition related to these Class B Units was satisfied upon completion of the Listing, and the Class B Units vested. On the Listing Date, the Company entered into the Advisory Agreement. Under the terms of the Advisory Agreement, the Company pays the Advisor: (i) a base fee of $18.0 million per annum payable in cash monthly in advance (“Minimum Base Management Fee”); (ii) plus a variable fee, payable monthly in advance in cash, equal to 1.25% of the cumulative net proceeds realized by the Company from the issuance of any common equity, including any common equity issued in exchange for or conversion of preferred stock or exchangeable notes, as well as, from any other issuances of common, preferred, or other forms of equity of the Company, including units of any operating partnership (“Variable Base Management Fee”); and (iii) an incentive fee (“Incentive Compensation”), 50% payable in cash and 50% payable in shares of Common Stock (which shares are subject to certain lock up restrictions), equal to: (a) 15% of the Company’s Core AFFO (as defined in the Advisory Agreement) per weighted average share outstanding for the applicable period (“Core AFFO Per Share”)(1) in excess of an incentive hurdle based on an annualized Core AFFO Per Share of $2.37 , plus (b) 10% of the Core AFFO Per Share in excess of an incentive hurdle of an annualized Core AFFO Per Share of $3.08 . The $2.37 and $3.08 incentive hurdles are subject to annual increases of 1% to 3% . The Base Management Fee and the Incentive Compensation are each subject to an annual adjustment. The annual aggregate amount of the Minimum Base Management Fee and Variable Base Management Fee (collectively, the “Base Management Fee”) that may be paid under the Advisory Agreement are subject to varying caps based on assets under management (“AUM”) (2) , as defined in the Advisory Agreement. _______________________________ (1) For purposes of the Advisory Agreement, Core AFFO per share means (i) net income adjusted for the following items (to the extent they are included in net income): (a) real estate related depreciation and amortization; (b) net income from unconsolidated partnerships and joint ventures; (c) one-time costs that the Advisor deems to be non-recurring; (d) non-cash equity compensation (other than any Restricted Share Payments (as defined in the Advisory Agreement); (e) other non-cash income and expense items; (f) non-cash dividends related to the Class B Units of the OP and certain non-cash interest expenses related to securities that are convertible to Common Stock; (g) gains (or losses) from the sale of investments; (h) impairment losses on real estate; (i) acquisition and transaction related costs; (j) straight-line rent; (k) amortization of above and below market leases assets and liabilities; (l) amortization of deferred financing costs; (m) accretion of discounts and amortization of premiums on debt investments; (n) marked-to-market adjustments included in net income; (o) unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, and (p) consolidated and unconsolidated partnerships and joint ventures. (ii) divided by the weighted average outstanding shares of Common Stock on a fully diluted basis for such period. (2) For purposes of the Advisory Agreement, "AUM" means, for a specified period, an amount equal to (A) (i) the aggregate costs of the Company's investments (including acquisition fees and expenses) at the beginning of such period (before reserves for depreciation of bad debts, or similar non-cash reserves) plus (ii) the aggregate cost of the Company's investment at the end of such period (before reserves from depreciation or bad debts, or similar non-cash reserves) divided by (B) two (2). Specifically, the per annum aggregate amount of the Base Management Fee and the Incentive Compensation to be paid under the Advisory Agreement is capped at (a) 1.25% of the AUM for the previous year if AUM is less than or equal to $5.0 billion ; (b) 0.95% if the AUM is equal to or exceeds $15.0 billion ; or (c) a percentage equal to: (A) 1.25% less (B) (i) a fraction, (x) the numerator of which is the AUM for such specified period less $5.0 billion and (y) the denominator of which is $10.0 billion multiplied by (ii) 0.30% if AUM is greater than $5.0 billion but less than $15.0 billion . The Variable Base Management Fee is also subject to reduction if there is a sale or sales of one or more Investments in a single or series of related transactions exceeding $200.0 million and a special dividend(s) related thereto is paid to stockholders. The Property Manager provides property management and leasing services for properties owned by the Company, for which the Company pays fees equal to: (i) with respect to stand-alone, single-tenant net leased properties which are not part of a shopping center, 2.0% of gross revenues from the properties managed and (ii) with respect to all other types of properties, 4.0% of gross revenues from the properties managed. For services related to overseeing property management and leasing services provided by any person or entity that is not an affiliate of the Property Manager, the Company pays the Property Manager an oversight fee equal to 1.0% of gross revenues of the property managed. This oversight fee is no longer applicable to 12 of the Company's properties which became subject to a separate property management agreement with the Property Manager in October 2017 on otherwise identical terms to the existing property management agreement, which remained applicable to all other properties. See Note 15 — Subsequent Events . Solely with respect to the Company's investments in properties located in Europe, the Service Provider receives a portion of the fees payable to the Advisor equal to: (i) with respect to single-tenant net leased properties which are not part of a shopping center, 1.75% of the gross revenues from such properties and (ii) with respect to all other types of properties, 3.5% of the gross revenues from such properties. The Property Manager is paid 0.25% of the gross revenues from European single-tenant net leased properties which are not part of a shopping center and 0.5% of the gross revenues from all other types of properties, reflecting a split of the oversight fee with the Service Provider. The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Receivable) Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2017 December 31, 2016 One-time fees and reimbursements: Related party notes receivable acquired in Merger (1) $ — $ — $ — $ — $ — $ — $ — $ — $ — $ (5,138 ) Fees on gain from sale of investments — — — — — — — — 49 (5) 923 (5) Financing coordination fees (2) — — — — — — — — — (5) 16 (5) Ongoing fees: Asset management fees (3) 5,250 — 4,500 — 15,647 — 13,500 — 217 (5) 447 (5) Property management fees (4) 1,118 — 933 571 3,341 1,177 2,868 1,730 422 (5) (8) 252 (5) (8) Total related party operational fees and reimbursements $ 6,368 (7) $ — $ 5,433 $ 571 $ 18,988 (7) $ 1,177 $ 16,368 $ 1,730 $ 688 (6) $ (3,500 ) (9) ___________________________________________________________________________ (1) Balance included within related party notes receivable acquired in the Merger on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 . In addition, the $16,000 due from related parties as of September 30, 2017 and December 31, 2016 relating to RCS Advisory (as defined below) is not included in the table above. (2) These related party fees are recorded as deferred financing costs and amortized over the term of the respective financing arrangement. (3) The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash equal to one quarter of the annual Minimum Base Management Fee for the three and nine months ended September 30, 2017 , and, the Variable Base Management Fee of $0.8 million and $2.1 million for the three and nine months ended September 30, 2017 , respectively. There were no Variable Base Management Fee for the three and nine months ended September 30, 2016 . No Incentive Compensation was earned for the three and nine months ended September 30, 2017 and 2016 . (4) The Advisor waived 100% of fees from U.S. assets and its allocated portion of fees from European assets. (5) Balance included within due to related parties on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 . (6) In addition, as of September 30, 2017 , due to related parties include $0.3 million of costs accrued for Global II Advisor and transfer agent fees which were assumed through the Merger, $36,000 of costs accrued for transfer agent fees and $0.2 million of costs relating to RCS Advisory (as defined below), all accrued in 2016 and are not reflected in the table above. (7) The Company incurred general and administrative costs and other expense reimbursements of approximately $25,000 and $73,000 for the three and nine months ended September 30, 2017 which are recorded within general and administrative expenses on the consolidated statements of operations and are not reflected in the table above. (8) Prepaid property management fees of $0.2 million and 0.1 million as of September 30, 2017 and December 31, 2016 are not included in the table above and are included in the prepaid expenses and other assets on the consolidated balance sheets. (9) In addition, as of December 31, 2016 due to related parties includes $0.5 million of accruals, of which $0.2 million of costs accrued for transfer agent and personnel services received from the Company's related parties including ANST and $0.3 million to Advisor and RCS. The Company reimburses the Advisor's costs of providing certain administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income. Additionally, the Company reimburses the Advisor for certain expenses of the Advisor and its affiliates incurred on behalf of the Company. The Company does not reimburse the Advisor for those expenses that are specifically the responsibility of the Advisor under the Advisory Agreement, including fees and compensation paid to the Service Provider and the Advisor's overhead expenses, rent and travel expenses, professional services fees incurred with respect to the Advisor for the operation of its business, insurance expenses (other than with respect to the Company's directors and officers) and information technology expenses. No reimbursement was due by the Company to the Advisor during the three and nine months ended September 30, 2017 and 2016 . In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor may forgive certain fees including asset management and property management fees. Because the Advisor may forgive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay dividends to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor. During the nine months ended September 30, 2017 , the Advisor elected to forgive $1.2 million of property management fees, and $3.3 million of property management fees were incurred. During the three months ended September 30, 2017 , no property management fees were forgiven, and $1.1 million of property management fees were incurred. During the three and nine months ended September 30, 2016 , the Property Manager elected to forgive $0.6 million and $1.7 million of property management fees, respectively, and $0.9 million and $2.9 million of property management fees, respectively, were incurred. The predecessor to the parent of the Sponsor was party to a services agreement with RCS Advisory Services, LLC, a subsidiary of the parent company of the Former Dealer Manager ("RCS Advisory"), pursuant to which RCS Advisory and its affiliates provided the Company and certain other companies sponsored by the Sponsor with services (including, without limitation, transaction management, compliance, due diligence, event coordination and marketing services, among others) on a time and expenses incurred basis or at a flat rate based on services performed. The predecessor to the parent of the Sponsor instructed RCS Advisory to stop providing such services in November 2015 and no services have since been provided by RCS Advisory. The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC ("ANST"), a subsidiary of the parent company of the Former Dealer Manager, pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc. ("DST"), a third-party transfer agent. The Sponsor received written notice from ANST on February 10, 2016 that it would wind down operations by the end of the month and would withdraw as the transfer agent effective February 29, 2016. On February 26, 2016, the Company entered into a definitive agreement with DST to provide the Company directly with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services). On April 22, 2016, the Company terminated its agreement with DST and entered into a definitive agreement American Stock Transfer and Trust Company, LLC ("AST") appointing AST as the Company's transfer agent and registrar. Fees Paid in Connection with the Liquidation of the Company's Real Estate Assets In connection with any sale or transaction involving any investment, subject to the terms of the Advisory Agreement, the Company will pay to the Advisor a fee in connection with net gain recognized by the Company in connection with the sale or transaction (the "Gain Fee") unless the proceeds of such transaction or series of transaction are reinvested in one or more investments within 180 days thereafter. The Gain Fee is calculated at the end of each month and paid, to the extent due, with the next installment of the Base Management Fee. The Gain Fee is calculated by aggregating all of the Gains and Losses from the preceding month. During the nine months September 30, 2017 , the Company reinvested proceeds of $30.3 million and sold one property which resulted in a reduction to the Gain Fee of $0.8 million . As of September 30, 2017 and December 31, 2016, the Gain Fee due to the Advisor was approximately $49,000 and $0.9 million , respectively. There was no Gain Fee for the three months ended September 30, 2017 and three and nine months ended September 30, 2016 . |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2017 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor, and the Service Provider, to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, the sale of shares of Common Stock available for issue, transfer agency services, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates and the Service Provider. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | Share-Based Compensation Stock Option Plan The Company has a stock option plan (the "Plan") which authorizes the grant of nonqualified stock options to the Company's independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan is equal to the fair market value of a share on the last business day preceding the annual grant date. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2017 and December 31, 2016 , no stock options were issued under the Plan. Restricted Share Plan The Company's employee and director incentive restricted share plan ("RSP") provides the Company with the ability to grant awards of restricted shares and restricted stock units ("RSUs," and together with the restricted shares, "restricted stock") to the Company's directors, officers and employees, employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. Prior to April 8, 2015 , the RSP provided for the automatic grant of 1,000 restricted shares to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholders' meeting. Restricted shares issued to independent directors vested over a five -year period beginning on the first anniversary of the date of grant in increments of 20% per annum. On April 8, 2015 , the Company amended the RSP (the "Amended RSP") to, among other things, remove the fixed amount of restricted shares that are automatically granted to the independent directors and remove the fixed vesting period of five - years . Under the Amended RSP, the annual amount granted to the independent directors is determined by the Company's board of directors. Effective upon the Listing Date, the Company’s board of directors approved the following changes to independent director compensation: (i) increasing the annual retainer payable to all independent directors to $100,000 per year, (ii) increasing the annual retainer for the non-executive chair to $105,000 , (iii) increasing the annual retainer for independent directors serving on the audit committee, compensation committee or nominating and corporate governance committee to $30,000 . All annual retainers are payable 50% in the form of cash and 50% in the form of RSUs which vest over a three -year period. In addition, the directors have the option to elect to receive the cash component in the form of RSUs which would vest over a three -year period. Under the Amended RSP, RSUs entitle the recipient to receive shares of Common Stock from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted stock may not, in general, be sold or otherwise transferred until restrictions are removed and the restricted stock has vested. Holders of restricted stock may receive cash dividends prior to the time that the restrictions on the restricted stock have lapsed. Any dividends payable in shares of common stock shall be subject to the same restrictions as the underlying restricted stock. The following table reflects restricted stock award activity for the nine months ended September 30, 2017 : Number of Restricted Shares or RSUs Weighted-Average Issue Price Unvested, December 31, 2016 61,095 $ 25.07 Vested (25,429 ) 25.25 Granted 13,861 22.54 Forfeitures — — Unvested, September 30, 2017 49,527 $ 24.27 The fair value of the RSUs granted is based on the market price of Common Stock as of the grant date, and is expensed over the vesting period. As of September 30, 2017 , the Company had $0.8 million unrecognized compensation costs related to unvested restricted stock awards granted under the Company’s Amended RSP. The cost is expected to be recognized over a weighted average period of 2.5 years . Compensation expense related to restricted stock was $0.1 million and $0.5 million during the three and nine months ended September 30, 2017 , respectively. Compensation expense related to restricted stock was $0.1 million and $0.3 million during the three and nine months ended September 30, 2016 , respectively. Such compensation expense related to restricted stock during the three and nine months ended September 30, 2017 and 2016 , are recorded to general and administrative expense in the accompanying consolidated statements of operations. Multi-Year Outperformance Agreement In connection with the Listing, the Company entered into the OPP with the OP and the Advisor. Under the OPP, the Advisor was issued 3,013,933 LTIP Units in the OP with a maximum award value on the issuance date equal to 5.00% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the OP. The Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the Listing Date, June 2, 2015 , based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, set forth below, for the three-year performance period commencing on the Effective Date (the “ Three -Year Period”); each 12-month period during the Three -Year Period (the “ One -Year Periods”); and the initial 24-month period of the Three -Year Period (the “ Two -Year Period”), as follows: Performance Period Annual Period Interim Period Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period: 21% 7% 14% Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period: • 100% will be earned if cumulative Total Return achieved is at least: 18% 6% 12% • 50% will be earned if cumulative Total Return achieved is: —% —% —% • 0% will be earned if cumulative Total Return achieved is less than: —% —% —% • a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between: 0% - 18% 0% - 6% 0% - 12% _______________________________________________________ * The “Peer Group” is comprised of Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc. The potential outperformance award is calculated at the end of each One -Year Period, the Two -Year Period and the Three -Year Period. The award earned for the Three -Year Period is based on the formula in the table above less any awards earned for the Two -Year Period and One -Year Periods, but not less than zero; the award earned for the Two -Year Period is based on the formula in the table above less any award earned for the first and second One -Year Period, but not less than zero. Any LTIP Units that are unearned at the end of the Three -Year Period will be forfeited. Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Any earned and vested LTIP Units may be converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The OPP provides for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event the Advisor is terminated or in the event the Company incurs a change in control, in either case prior to the end of the Three -Year Period. As of June 2, 2017 (end of the Two -Year Period) and June 2, 2016 (end of the first One -Year Period), no LTIP units were earned by the Advisor under the terms of the OPP with the Three -Year Period remaining during which the LTIP Units may be earned. The Company records equity based compensation expense associated with the awards over the requisite service period of five years on a graded vesting basis. Equity-based compensation expense is adjusted each reporting period for changes in the estimated market-related performance. Compensation (income) expense related to the OPP was $(1.0) million and $(3.2) million for the three and nine months ended September 30, 2017 , respectively. Compensation expense related to the OPP was $1.2 million and $2.1 million for the three and nine months ended September 30, 2016 , respectively. Subject to the Advisor’s continued service through each vesting date, one third of any earned LTIP Units will vest on each of the third, fourth and fifth anniversaries of the Effective Date. Until such time as an LTIP Unit is earned in accordance with the provisions of the OPP, the holder of such LTIP Unit is entitled to distributions on such LTIP Unit equal to 10% of the distributions (other than distributions of sale proceeds) made per OP Unit. If real estate assets are sold and net sales proceeds distributed prior to June 2, 2018, the end of the Three -Year Period, the holders of LTIP Units generally would be entitled to a portion of those net sales proceeds with respect to both the earned and unearned LTIP Units (although the amount per LTIP Unit, which would be determined in accordance with a formula in the limited partnership agreement of the OP, would be less than the amount per OP Unit until the average capital account per LTIP Unit equals the average capital account per OP Unit). The Company paid $0.2 million and $0.5 million in distributions related to LTIP Units during the three and nine months ended September 30, 2017 , respectively, which is included in non-controlling interest in the consolidated statement of changes in equity. After an LTIP Unit is earned, the holder of such LTIP Unit is entitled to a catch-up distribution and then the same distributions as the holders of an OP Unit. At the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for 30 days , the Advisor, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement of the OP. On February 25, 2016 , the OPP was amended and restated to reflect the merger of two of the companies in the Peer Group. On February 28, 2017 , the Company completed a Reverse Stock Split of Common Stock, OP Units and LTIP Units, at a ratio of 1 -for- 3 (see Note 1 — Organization for details). Other Share-Based Compensation The Company may issue Common Stock in lieu of cash to pay fees earned by the Company's directors at each director's election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no such shares of Common Stock issued in lieu of cash during the nine months ended September 30, 2017 and 2016 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following is a summary of the basic and diluted net income per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2017 2016 2017 2016 Net income attributable to stockholders $ 2,104 $ 8,943 $ 14,733 $ 31,194 Adjustments to net income attributable to stockholders for common share equivalents (186 ) (190 ) (556 ) (577 ) Adjusted net income attributable to stockholders $ 1,918 $ 8,753 $ 14,177 $ 30,617 Basic and diluted net income per share attributable to stockholders $ 0.03 $ 0.16 $ 0.21 $ 0.54 Basic and diluted weighted average shares outstanding 67,286,615 56,463,396 66,739,723 56,314,184 Under current authoritative guidance for determining earnings per share, all nonvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company's unvested RSUs and LTIP Units contain rights to receive non-forfeitable distributions and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the non-forfeitable distributions to the unvested RSUs and LTIP Units from the numerator. Diluted net income per share assumes the conversion of all Common Stock share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted shares, unvested RSUs OP Units and LTIP Units to be common share equivalents. For the three and nine months ended September 30, 2017 and 2016 , the following common share equivalents were excluded from the calculation of diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Unvested restricted shares 49,527 59,853 49,527 59,853 OP Units (1) — 181,841 61,280 181,841 OPP (LTIP Units) 3,013,933 3,013,933 3,013,933 3,013,933 Total anti-dilutive common share equivalents 3,063,460 3,255,627 3,124,740 3,255,627 ____________________________________ (1) As of September 30, 2016 , OP Units comprised of five original OP Units issued to the Advisor, 27,776 issued at Listing and 575,438 of Class B Units which were converted into OP Units at Listing. Subsequent to the Listing all OP Units issued to the Advisor were transferred to individual members and employees of AR Global. On September 2, 2016, 421,378 of OP Units were converted into Common Stock, of which 305,411 and 115,967 are owned by individual members and employees of AR Global and to the Service Provider, respectively. On April 3, 2017, the remaining 181,841 of OP Units were converted into Common Stock. Conditionally issuable shares relating to the OPP award (See Note 13 — Share-Based Compensation ) would be included in the computation of fully diluted EPS (if dilutive) based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP share equivalents were included in the computation for the three and nine months ended September 30, 2017 and 2016 because no units or shares would have been issued based on the stock price at September 30, 2017 and 2016 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to, or disclosures in the consolidated financial statements, except for as disclosed below. Election of Christopher J. Masterson as Chief Financial Officer, Secretary and Treasurer On October 6, 2017, Nicholas Radesca notified the Company's board of directors that he intends to retire and therefore resign from his positions as chief financial officer, secretary and treasurer of the Company, the Advisor and the Property Manager. Mr. Radesca's resignations will be effective on the later of (i) November 15, 2017, and (ii) the day after the Company files its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. On October 6, 2017, the Company's board of directors unanimously elected Christopher J. Masterson, currently the chief accounting officer of the Company, as chief financial officer, secretary and treasurer of the Company, effective upon the effectiveness of Mr. Radesca's resignation. Mr. Masterson has also been appointed as chief financial officer, secretary and treasurer of the Advisor and the Property Manager, effective upon the effectiveness of Mr. Radesca's resignation. Issuance of Preferred Stock On October 11, 2017, the underwriters exercised an option under the Underwriting Agreement to purchase additional shares of Series A Preferred Stock, and the Company sold an additional 259,650 shares of Series A Preferred Stock, which generated gross proceeds of $6.5 million after adjusting for the amount of dividends declared per share for the period from September 12, 2017 to September 30, 2017 and payable to holders of record as of October 6, 2017, and resulted in net proceeds of $6.3 million , after deducting underwriting discounts and offering costs paid by the Company. See Note 9 — Stockholders' Equity for additional details on the Series A Preferred Stock. CMBS Loan Agreement On October 27, 2017, 12 wholly owned subsidiaries (the “Borrowers”) of the OP entered into a loan agreement (the “Loan Agreement”) with Column Financial, Inc. and Citi Real Estate Funding Inc. (collectively, the “Lenders”). The Loan Agreement provides for a $187.0 million loan (the “Loan”) with a fixed interest rate of 4.369% and a maturity date of November 6, 2027. The Loan requires monthly interest-only payments, with the principal balance due on the maturity date. The Loan is secured by, among other things, the Borrowers’ interests in 12 single tenant net leased office and industrial properties in nine states totaling approximately 2.6 million square feet (the “Mortgaged Properties”). The Loan Agreement permits the Lenders to consummate one or more private or public securitizations of rated single- or multi-class securities secured by or evidencing ownership interests in all or any portion of the Loan or a pool of assets that include the Loan. At the closing of the Loan, the net proceeds after accrued interest and closing costs (including $2.2 million in taxes and other charges and expenses related to the Mortgaged Properties) were used to repay approximately $120.0 million of indebtedness that was outstanding under the Revolving Credit Facility, with the balance available to the Company to be used for general corporate purposes, including to make future acquisitions. Amendment to Existing Property Management and Leasing Agreement and Entry into New Property Management and Leasing Agreement On October 27, 2017, in connection with the Loan, 11 of the Borrowers entered into a new Property Management and Leasing Agreement (the “New PMA”) with the Property Manager with respect to 11 of the Mortgaged Properties, all of which are stand alone, single tenant net leased properties which are not part of a shopping center. With respect to these properties, the terms of the New PMA are identical to the terms of the existing Property Management and Leasing Agreement, dated as of April 20, 2012 (the “PMA”), among the Company, the OP and the Property Manager, except that the Property Manager is not entitled to any rent-up or oversight fees it would have been entitled to under the PMA. On October 27, 2017, concurrently with entering into the New PMA, the Company and the OP entered into an amendment to the PMA pursuant to which any of the Company’s properties that are subject to a separate property management agreement with the Property Manager (including the properties subject to the New PMA) are no longer subject to the PMA. Acquisitions From October 1, 2017 to November 6, 2017, the Company acquired four properties with an aggregate base purchase price of $18.1 million , excluding acquisition related costs. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2017 are not necessarily indicative of the results for the entire year or any subsequent interim period. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2016 , which are included in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 28, 2017 . There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2017 , other than the updates described below and the subsequent notes. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary. The Company has determined that the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP. |
Income Taxes | Income Taxes The Company qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), beginning with the taxable year ended December 31, 2013. Commencing with such taxable year, the Company was organized to operate in such a manner as to qualify for taxation as a REIT under the Code. The Company intends to continue to operate in such a manner to continue to qualify for taxation as a REIT, but no assurance can be given that it will operate in a manner so as to remain qualified as a REIT. As a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income. REIT's are subject to a number of other organizational and operational requirements. The Company conducts business in various states and municipalities within the U.S. (including Puerto Rico), United Kingdom and continental Europe and, as a result, the Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and certain foreign jurisdictions. As a result, the Company may be subject to certain federal, state, local and foreign taxes on its income and assets, including alternative minimum taxes, taxes on any undistributed income and state, local or foreign income, franchise, property and transfer taxes. Any of these taxes decrease Company's earnings and available cash. In addition, the Company's international assets and operations, including those designated as direct or indirect qualified REIT subsidiaries or other disregarded entities of a REIT, continue to be subject to taxation in the foreign jurisdictions where those assets are held or those operations are conducted. During the period from July 13, 2011 (date of inception) to December 31, 2012, the Company elected to be taxed as a corporation, pursuant to which income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts and income tax basis of assets and liabilities and the expected benefits of utilizing net operating loss and tax credit carryforwards, using expected tax rates in effect for each taxing jurisdiction in which the Company operates for the year in which those temporary differences are expected to be recovered or settled. The Company recognizes the financial statement effects of a tax position when it is more-likely-than-not, based on technical merits, that the position will be sustained upon examination. Because, the Company elected and qualified to be taxed as a REIT commencing with the taxable year ended December 31, 2013, it does not anticipate that any applicable deferred tax assets or liabilities will be realized. Significant judgment is required in determining the Company's tax provision and in evaluating its tax positions. The Company establishes tax reserves based on a benefit recognition model, which the Company believes could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50 percent likely of being ultimately realized upon settlement. The Company derecognizes the tax position when the likelihood of the tax position being sustained is no longer more likely than not. The Company recognizes deferred income taxes in certain of its subsidiaries taxable in the U.S. or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. The Company provides a valuation allowance against its deferred income tax assets when it believes that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit). The Company derives most of its REIT taxable income from its real estate operations in the U.S. and has historically distributed all of its REIT taxable income to its shareholders. As such, the Company's real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements for these operations. These operations may be subject to certain state, local, and foreign taxes, as applicable. The Company's deferred tax assets and liabilities are primarily the result of temporary differences related to the following: • Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, the Company assumes the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets; • Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs and depreciation expense; and • Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions that may be realized in future periods if the respective subsidiary generates sufficient taxable income. The Company recognizes current income tax expense for state and local income taxes and taxes incurred in its foreign jurisdictions. The Company's current income tax expense fluctuates from period to period based primarily on the timing of its taxable income. For the three and nine months ended September 30, 2017 , the Company recognized an income tax expense of $0.8 million and $2.2 million , respectively. For the three and nine months ended September 30, 2016 , the Company recognized an income tax expense of $0.4 million and $1.4 million , respectively. Deferred income tax (expense) benefit is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets from state and local taxes in the U.S. or in foreign jurisdictions. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted: In March 2016, the FASB issued ASU 2016-05 Derivatives and Hedging (Topic 815) , Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships . Under the new guidance, the novation of a derivative contract in a hedge accounting relationship does not, in and of itself, require dedesignation of that hedge accounting relationship. The hedge accounting relationship could continue uninterrupted if all of the other hedge accounting criteria are met, including the expectation that the hedge will be highly effective when the creditworthiness of the new counterparty to the derivative contract is considered. The guidance is effective for fiscal years beginning after December 15, 2016, and interim periods therein. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. In March 2016, the FASB issued an update on ASU 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The guidance changes the accounting for certain aspects of share-based compensation. Among other things, the revised guidance allows companies to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. In October 2016, the FASB issued ASU 2016-17 Interest Held through Related Parties that Are under Common Control (Topic 810) guidance where a reporting entity will need to evaluate if it should consolidate a VIE. The amendments change the evaluation of whether a reporting entity is the primary beneficiary of a VIE by changing how a single decision maker of a VIE treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The revised guidance is effective for reporting periods beginning after December 15, 2016. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. The adoption of this guidance has not had a material impact on the Company's consolidated financial position, results of operations or cash flows. In January 2017, the FASB issued ASU 2017-01 Clarifying the Definition of a Business (Topic 805) guidance that revises the definition of a business. Amongst other things, this new guidance is applicable when evaluating whether an acquisition (disposal) should be treated as either a business acquisition (disposal) or an asset acquisition (disposal). Under the revised guidance, when substantially all of the fair value of gross assets acquired is concentrated in a single asset or group of similar assets, the assets acquired would not be considered a business. The revised guidance is effective for reporting periods beginning after December 15, 2017, and the amendments will be applied prospectively. The Company has adopted the provisions of this guidance effective January 1, 2017, and has applied the provisions prospectively. While the Company's acquisitions have historically been classified as either business combinations or asset acquisitions, certain acquisitions that were classified as business combinations by the Company likely would have been considered asset acquisitions under the new standard. As a result, future transaction costs are more likely to be capitalized since the Company expects most of its future acquisitions to be classified as asset acquisitions under this new standard. All four of the Company's acquisitions during 2017 have been classified as asset acquisitions. Pending Adoption: In May 2014, the Financial Accounting Standards Board (“FASB”) issued an update (“ASU 2014-09”) establishing Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Under ASC 606, an entity is required to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. A reporting entity may apply the amendments in ASC 606 using either a modified retrospective approach, by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption or a full retrospective approach. The Company will adopt this guidance effective January 1, 2018 and currently expects to utilize the modified retrospective approach upon adoption and does not expect that this will result in a significant cumulative-effect adjustment to equity. The Company has progressed in its project plan in evaluating our various revenue streams in order to identify any differences in the timing, measurement or presentation of revenue recognition under ASC 606 and ASC Topic 842, Leases (“ASC 842”). Based on the Company’s evaluation of its various revenue streams, the Company believes that gains on sales of real estate could be affected by adoption of ASC 606. The Company expects that this standard could have an impact on the timing of gains on certain sales of real estate as a result of more transactions generally qualifying as sales of real estate and revenue being recognized at an earlier date than under current accounting guidance. Specifically, the Company expects that this would impact partial sales of real estate in situations where the Company no longer retains a controlling financial interest. If the Company were to enter into partial sales of real estate, the Company would derecognize the real estate asset consistent with the principles outlined in ASC 606 and any retained non-controlling ownership interest would be measured at fair value consistent with the guidance on noncash consideration in ASC 606. The Company is continuing to evaluate any differences in the timing, measurement, or presentation of revenue recognition and the impact on the Company's consolidated financial statements and internal accounting processes resulting from ASC 606 as well as ASC Topic 842, Leases as discussed below. In February 2016, the FASB issued an update ASU 2016-02 establishing ASC Topic 842, Leases (“ASC 842”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. ASC 842 supersedes previous leasing standards and is effective for reporting periods beginning after December 15, 2018. Early adoption is permitted. ASC 842 will impact the lease accounting model for both lessees and lessors. The Company will adopt this guidance effective January 1, 2019. The Company is a lessee for some properties in which it has ground leases as of September 30, 2017. For these leases, the Company will be required to record a right-of-use asset and lease liability equal to the present value of the remaining lease payments upon adoption of this update. The new standard requires lessees to apply a dual lease classification approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. From a lessor perspective the Company expects that the new standard will impact the presentation of lease and non-lease components of revenue such as rent, and operating expense reimbursements including common area maintenance, taxes, and insurance from leases for which the Company is a lessor. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company anticipates that it will elect the following practical expedients, which must be elected as a package and applied consistently by an entity to all of its leases, which allow the Company to not have to reassess the following upon adoption: (i) whether any expired or existing contract contains a lease, (ii) lease classification related to expired or existing leases, or (iii) whether costs incurred on existing leases qualify as initial direct costs. The Company is continuing to evaluate any differences in the timing, measurement, or presentation of lessor revenues as well as the impact of the new lessee accounting model on the Company’s consolidated financial position, results of operations and disclosures. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The revised guidance amends the recognition and measurement of financial instruments. The new guidance significantly revises an entity’s accounting related to equity investments and the presentation of certain fair value changes for financial liabilities measured at fair value. Among other things, it also amends the presentation and disclosure requirements associated with the fair value of financial instruments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no impact from this adoption to the Company's consolidated financial position, results of operations and cash flows. In August 2016, the FASB issued ASU 2016-15 Statement of Cash Flows (Topic 230) guidance on how certain transactions should be classified and presented in the statement of cash flows as either operating, investing or financing activities. Among other things, the update provides specific guidance on where to classify debt prepayment and extinguishment costs, payments for contingent consideration made after a business combination and distributions received from equity method investments. The Company will adopt this guidance effective January 1, 2018. The Company expects that there will be no impact from this adoption to the Company's consolidated financial position, results of operations and cash flows. In November 2016, the FASB issued ASU 2016-18 Restricted Cash (a consensus of the FASB Emerging Issues Task Force) (Topic 230) guidance on the classification of restricted cash in the statement of cash flows. The amendment requires restricted cash to be included in the beginning-of-period and end-of-period total cash amounts. Therefore, transfers between cash and restricted cash will no longer be shown on the statement of cash flows. The Company will adopt this guidance effective January 1, 2018, using a retrospective transition method. As a result, the Company will restate its statements of cash flows for all periods presented to include restricted cash in the beginning and ending cash balances and remove all transfers between cash and restricted cash from operating, investing and financing activities. In January 2017, the FASB issued ASU 2017-04 Intangibles - Goodwill and Other (Topic 350) guidance on simplifying subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. The amendments in this update modify the concept of impairment from the condition that exists to when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The revised guidance is effective for reporting periods beginning after December 15, 2019, and the amendments will be applied prospectively. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of this new guidance. In February 2017, the FASB issued ASU 2017-05 Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets guidance related to partial sales of non-financial assets, eliminates rules specifically addressing the sales of real estate, clarifies the definition of in substance non-financial assets, removes exception to the financial asset derecognition model and clarifies the accounting for contributions of non-financial assets to joint ventures. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future sales of real estate in which the Company retains a non-controlling interest in the property would result in the full gain amount being recognized at the time of the partial sale. Historically, the Company has not retained any interest in properties it has sold. In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718) guidance that clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The update states that modification accounting should be used unless the fair value of the award, the vesting terms of the award, and the classification of the award as either equity or liability, all do not change as a result of the modification. The Company will adopt this guidance effective January 1, 2018. The Company expects that any future modifications to the Company's issued share-based awards will be accounted for using modification accounting, unless the modification meets all of the exception criteria noted above. As a result, the modification would be treated as an exchange of the original award for a new award, with any incremental fair value being treated as additional compensation cost. I n July 2017, the FASB issued ASU 2017-11 Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) : (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception guidance that changes the method to determine the classification of certain financial instruments with a down round feature as liabilities or equity instruments and clarify existing disclosure requirements for equity-classified instruments. A down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. As a result, a freestanding equity-linked financial instrument no longer would be accounted for as a derivative liability, rather, an entity that presents earnings per share is required to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features. The revised guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. Adoption should be applied retrospectively to outstanding financial instruments with a down round feature with a cumulative-effect adjustment to the statement of financial position. The Company is currently evaluating the impact of this new guidance. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. This adoption method will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that the Company adopts the update. While the Company continues to assess all potential impacts of the standard, the Company currently expects adoption to have an immaterial impact on the Company's consolidated financial statements. |
Accounting Treatment of the Mergers | Accounting Treatment of the Mergers The Mergers were accounted for under the acquisition method for business combinations pursuant to GAAP, with the Company as the accounting acquirer of Global II. The consideration transferred by the Company to acquire Global II established a new accounting basis for the assets acquired, liabilities assumed and any non-controlling interests, measured at their respective fair value as of the Merger Date. The actual value of the Merger Consideration was based upon the market price of Common Stock at the time of closing of the Merger. |
Fair Value of Financial Instruments | The Company determines fair value based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the investment. This alternative approach also reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The guidance defines three levels of inputs that may be used to measure fair value: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. As of September 30, 2017 and December 31, 2016 , the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company's derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company's potential nonperformance risk and the performance risk of the counterparties. |
Earnings Per Share | Under current authoritative guidance for determining earnings per share, all nonvested share-based payment awards that contain non-forfeitable rights to distributions are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The Company's unvested RSUs and LTIP Units contain rights to receive non-forfeitable distributions and therefore the Company applies the two-class method of computing earnings per share. The calculation of earnings per share above excludes the non-forfeitable distributions to the unvested RSUs and LTIP Units from the numerator. Diluted net income per share assumes the conversion of all Common Stock share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted shares, unvested RSUs OP Units and LTIP Units to be common share equivalents. Conditionally issuable shares relating to the OPP award (See Note 13 — Share-Based Compensation ) would be included in the computation of fully diluted EPS (if dilutive) based on shares that would be issued if the balance sheet date were the end of the measurement period. |
Merger Transaction (Tables)
Merger Transaction (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The fair value of the consideration transferred for the Mergers totaled $220.9 million and consisted of the following: As of Merger Date Fair value of consideration transferred: Cash $ — Common stock 220,868 Total consideration transferred $ 220,868 The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2017 based on contract purchase price and exchange rate at the time of purchase. All of the Company's acquisitions during the nine months ended September 30, 2017 were asset acquisitions. There were no acquisitions during the nine months ended September 30, 2016 . Nine Months Ended (Dollar amounts in thousands) September 30, 2017 Real estate investments, at cost: Land $ 6,359 Buildings, fixtures and improvements 27,220 Total tangible assets 33,579 Intangibles acquired: In-place leases 4,859 Above market lease assets 47 Below market lease liabilities (1,372 ) Total assets acquired, net 37,113 Cash paid for acquired real estate investments $ 37,113 Number of properties purchased 4 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed, including all measurement period adjustments as of September 30, 2017 . (Amounts in thousands) Global II Total consideration: Fair value of Company's shares of Common Stock issued, net of fractional shares $ 220,868 Assets acquired at fair value Land 70,176 Buildings, fixtures and improvements 384,428 Acquired intangible lease assets 111,097 Total real estate investments, at fair value 565,701 Restricted cash 7,575 Derivatives, at fair value 21,808 Prepaid expenses and other assets 1,317 Related party notes receivable acquired in Merger 5,138 Due from related parties 1,463 Deferred tax assets 368 Goodwill and other intangible assets, net 18,204 Total assets acquired at fair value 621,574 Liabilities assumed at fair value Mortgage notes payable 279,032 Mortgage (discount) premium, net (2,724 ) Mezzanine facility 107,047 Mezzanine discount, net (26 ) Acquired intangible lease liabilities, net 8,510 Derivatives, at fair value 3,911 Accounts payable and accrued expenses 7,212 Prepaid rent 6,001 Deferred tax liability 9,063 Taxes payable 1,661 Dividend payable 2 Total liabilities assumed at fair value 419,689 Net assets acquired excluding cash 201,885 Cash acquired on acquisition $ 18,983 |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The fair value of the consideration transferred for the Mergers totaled $220.9 million and consisted of the following: As of Merger Date Fair value of consideration transferred: Cash $ — Common stock 220,868 Total consideration transferred $ 220,868 The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2017 based on contract purchase price and exchange rate at the time of purchase. All of the Company's acquisitions during the nine months ended September 30, 2017 were asset acquisitions. There were no acquisitions during the nine months ended September 30, 2016 . Nine Months Ended (Dollar amounts in thousands) September 30, 2017 Real estate investments, at cost: Land $ 6,359 Buildings, fixtures and improvements 27,220 Total tangible assets 33,579 Intangibles acquired: In-place leases 4,859 Above market lease assets 47 Below market lease liabilities (1,372 ) Total assets acquired, net 37,113 Cash paid for acquired real estate investments $ 37,113 Number of properties purchased 4 |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2017 . These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. (In thousands) Future Minimum Base Rent Payments (1) 2017 (remainder) $ 60,522 2018 243,191 2019 246,194 2020 249,170 2021 247,218 2022 237,629 Thereafter 852,026 $ 2,135,950 ___________________________________________ (1) Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable. Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2017 (remainder) $ 354 2018 1,415 2019 1,415 2020 1,415 2021 1,415 2022 1,415 Thereafter 43,236 Total $ 50,665 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the countries and states where the Company has concentrations of properties where annualized rental income on a straight-line basis represented 10.0% or greater of consolidated annualized rental income on a straight-line basis as of September 30, 2017 and 2016 . September 30, Country, State or Territory 2017 2016 United Kingdom 22.4% 17.3% United States and Puerto Rico: Texas * 11.2% United States and Puerto Rico 51.0% 50.2% ___________________________________________ * Annualized rental income on a straight-line basis was not 10% or greater of total annualized rental income as of the period specified. |
Mortgage Notes Payable (Tables)
Mortgage Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Mortgage notes payable as of September 30, 2017 and December 31, 2016 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2017 December 31, 2016 Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 33,553 $ 29,878 2.2% (2) Fixed Sep. 2020 Tokmanni 1 34,233 30,483 2.4% (2) Fixed Oct. 2020 France: Auchan (5) 1 9,806 8,732 1.7% (2) Fixed Dec. 2019 Pole Emploi (5) 1 6,852 6,102 1.7% (2) Fixed Dec. 2019 Sagemcom (5) 1 42,414 37,768 1.7% (2) Fixed Dec. 2019 Worldline (5) 1 5,907 5,260 1.9% (2) Fixed Jul. 2020 Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2017 December 31, 2016 Maturity DCNS (5) 1 11,224 9,994 1.5% (2) Fixed Dec. 2020 ID Logistics II (5) 2 12,405 11,046 1.3% Fixed Jun. 2021 Germany Rheinmetall 1 12,523 11,152 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,317 4,734 2.4% Fixed Jan. 2019 RWE AG 3 73,841 65,753 1.6% (2) Fixed Oct. 2019 Rexam 1 6,214 5,534 1.8% (2) Fixed Oct. 2019 Metro Tonic 1 31,308 27,879 1.7% (2) Fixed Dec. 2019 ID Logistics I (5) 1 4,726 4,208 1.0% Fixed Oct. 2021 Luxembourg: DB Luxembourg (5) 1 42,532 37,873 1.4% (2) Fixed May 2020 The Netherlands: ING Amsterdam (5) 1 51,984 46,290 1.7% (2) Fixed Jun. 2020 Total EUR denominated 22 384,839 342,686 United Kingdom: McDonald's 1 1,018 938 4.1% (2) Fixed Oct. 2017 Wickes Building Supplies I 1 2,608 2,402 3.7% (2) Fixed May 2018 Everything Everywhere 1 5,359 4,936 4.0% (2) Fixed Jun. 2018 Thames Water 1 8,039 7,405 4.1% (2) Fixed Jul. 2018 Wickes Building Supplies II 1 2,211 2,036 4.2% (2) Fixed Jul. 2018 Northern Rock 2 7,034 6,479 4.4% (2) Fixed Sep. 2018 Wickes Building Supplies III 1 2,546 2,345 4.3% (2) Fixed Nov. 2018 Provident Financial 1 17,082 15,735 4.1% (2) Fixed Feb. 2019 Crown Crest 1 25,790 23,757 4.2% (2) Fixed Feb. 2019 Aviva 1 21,034 19,376 3.8% (2) Fixed Mar. 2019 Bradford & Bingley 1 10,129 9,330 3.5% (2) Fixed May 2020 Intier Automotive Interiors 1 6,330 5,831 3.5% (2) Fixed May 2020 Capgemini 1 7,369 6,788 3.2% (2) Fixed Jun. 2020 Fujitsu 3 33,199 30,581 3.2% (2) Fixed Jun. 2020 Amcor Packaging 7 4,188 3,858 3.5% (2) Fixed Jul. 2020 Fife Council 1 2,457 2,263 3.5% (2) Fixed Jul. 2020 Malthrust 3 4,287 3,949 3.5% (2) Fixed Jul. 2020 Talk Talk 1 5,125 4,721 3.5% (2) Fixed Jul. 2020 HBOS 3 7,221 6,652 3.5% (2) Fixed Jul. 2020 DFS Trading 5 13,584 12,513 3.4% (2) Fixed Aug. 2020 DFS Trading 2 3,180 2,930 3.4% (2) Fixed Aug. 2020 HP Enterprise Services 1 12,442 11,461 3.4% (2) Fixed Aug. 2020 Foster Wheeler (5) 1 52,652 48,501 2.6% (2) Fixed Oct. 2018 Harper Collins (5) 1 37,614 34,648 3.4% (2) Fixed Oct. 2019 NCR Dundee (5) 1 7,556 6,960 2.9% (2) Fixed Apr. 2020 Total GBP denominated 43 300,054 276,395 United States: Quest Diagnostics 1 52,799 52,800 3.2% (3) Variable Sep. 2018 Western Digital 1 17,445 17,682 5.3% Fixed Jul. 2021 AT&T Services 1 33,550 33,550 3.2% (4) Variable Dec. 2020 FedEx Freight (5) 1 6,165 6,165 4.5% Fixed Jun. 2021 Veolia Water (5) 1 4,110 4,110 4.5% Fixed Jun. 2021 Puerto Rico: Encanto Restaurants (6) 18 — 21,599 6.3% Fixed Jun. 2017 Total USD denominated 5 114,069 135,906 Gross mortgage notes payable 70 798,962 754,987 2.6% Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, 2017 December 31, 2016 Maturity Deferred financing costs, net of accumulated amortization — (4,043 ) (5,103 ) —% Mortgage notes payable, net of deferred financing costs 70 $ 794,919 $ 749,884 2.6% _______________________________ (1) Amounts borrowed in local currency and translated at the spot rate as of the periods presented. (2) Fixed as a result of an interest rate swap agreement. (3) The interest rate is 2.0% plus 1-month LIBOR. (4) The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement. (5) New mortgages acquired as part of the Merger on the Merger Date. (6) The effective interest rate of 6.3% and 18 properties is not included in the calculation of weighted average effective interest rate and encumbered properties total as of September 30, 2017 , respectively, as the loan was paid off as of June 30, 2017. |
Schedule of Maturities of Long-term Debt | The following table presents future scheduled aggregate principal payments on the Company's gross mortgage notes payable over the next five calendar years and thereafter as of September 30, 2017 : (In thousands) Future Principal Payments (1) 2017 (remainder) $ 1,100 2018 133,584 2019 290,151 2020 330,422 2021 43,705 2022 — Thereafter — Total $ 798,962 _________________________ (1) Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable. |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents information about the Company's assets and liabilities (including derivatives that are presented net) measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 , aggregated by the level in the fair value hierarchy within which those instruments fall. (In thousands) Quoted Prices in Active Markets Level 1 Significant Other Observable Inputs Level 2 Significant Unobservable Inputs Level 3 Total September 30, 2017 Cross currency swaps, net (GBP & EUR) $ — $ (2,898 ) $ — $ (2,898 ) Foreign currency forwards, net (GBP & EUR) $ — $ (1,136 ) $ — $ (1,136 ) Interest rate swaps, net (GBP & EUR) $ — $ (9,031 ) $ — $ (9,031 ) Put options (GBP & EUR) $ — $ 132 $ — $ 132 OPP (see Note 13 ) $ — $ — $ (3,900 ) $ (3,900 ) December 31, 2016 Cross currency swaps, net (GBP & EUR) $ — $ 21,179 $ — $ 21,179 Foreign currency forwards, net (GBP & EUR) $ — $ 6,998 $ — $ 6,998 Interest rate swaps, net (GBP & EUR) $ — $ (15,457 ) $ — $ (15,457 ) Put options (GBP & EUR) $ — $ 523 $ — $ 523 OPP (see Note 13 ) $ — $ — $ (13,400 ) $ (13,400 ) |
Fair Value, Instruments Classified in Shareholders' Equity Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a reconciliation of the beginning and ending balances for the changes in the instrument with Level 3 inputs in the fair value hierarchy for the nine months ended September 30, 2017 : (In thousands) OPP Beginning Balance as of December 31, 2016 $ 13,400 Fair value adjustment (9,500 ) Ending balance as of September 30, 2017 $ 3,900 |
Fair Value Inputs, Instruments Classified in Shareholders' Equity, Quantitative Information | The following table provides quantitative information about the significant Level 3 input used: Financial Instrument Fair Value at September 30, 2017 Principal Valuation Technique Unobservable Inputs Input Value (In thousands) OPP $ 3,900 Monte Carlo Simulation Expected volatility 17.4% |
Fair Value, by Balance Sheet Grouping | The fair values of the Company's remaining financial instruments that are not reported at fair value on the consolidated balance sheets are reported below. Carrying Amount Fair Value Carrying Amount Fair Value (In thousands) Level September 30, September 30, December 31, December 31, Mortgage notes payable (1) (2) 3 $ 796,790 $ 793,062 $ 752,484 $ 747,870 Credit Facility (3) 3 $ — $ — $ 616,614 $ 616,614 New Credit Facility (3) 3 $ 647,988 $ 652,487 $ — $ — Mezzanine Facility (4) 3 $ — $ — $ 55,383 $ 55,400 __________________________________________________________ (1) Carrying value includes $799.0 million gross mortgage notes payable and $2.2 million mortgage discount/(premium), net as of September 30, 2017 . (2) Carrying value includes $755.0 million gross mortgage notes payable and $2.5 million mortgage discount/(premium), net as of December 31, 2016 . (3) On July 24, 2017 , the Company terminated the Prior Credit Facility and repaid the outstanding balance primarily with proceeds from the Credit Facility (see Note 5 — Credit Borrowings for further details). (4) Carrying value includes $55.4 million Mezzanine Facility and $17,000 mezzanine discount, net as of December 31, 2016 . |
Derivatives and Hedging Activ28
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2017 and December 31, 2016 : (In thousands) Balance Sheet Location September 30, 2017 December 31, 2016 Derivatives designated as hedging instruments: Foreign currency forwards (EUR-USD) Derivative assets, at fair value $ — $ 972 Cross currency swaps (GBP) Derivative assets, at fair value — 16,868 Cross currency swaps (EUR) Derivative assets, at fair value — 3,003 Interest rate swaps (USD) Derivative assets, at fair value 549 — Cross currency swaps (EUR) Derivative liabilities, at fair value (2,672 ) — Cross currency swaps (GBP) Derivative liabilities, at fair value (345 ) — Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (166 ) — Interest rate swaps (GBP) Derivative liabilities, at fair value (4,091 ) (8,595 ) Interest rate swaps (EUR) Derivative liabilities, at fair value (2,707 ) (4,262 ) Total $ (9,432 ) $ 7,986 Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 43 $ 3,918 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (617 ) — Foreign currency forwards (EUR-USD) Derivative assets, at fair value — 2,108 Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (396 ) — Put options (GBP) Derivative assets, at fair value 2 131 Put options (EUR) Derivative assets, at fair value 130 392 Cross currency swaps (GBP) Derivative assets, at fair value — 477 Cross currency swaps (EUR) Derivative assets, at fair value 119 831 Interest rate swaps (EUR) Derivative liabilities, at fair value (2,782 ) (2,600 ) Total $ (3,501 ) $ 5,257 |
Offsetting Assets | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2017 and December 31, 2016 . The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheets. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount September 30, 2017 $ 842 $ (13,776 ) $ — $ (12,934 ) $ — $ — $ (12,934 ) December 31, 2016 $ 28,700 $ (15,457 ) $ — $ 13,243 $ — $ — $ 13,243 |
Schedule of Interest Rate Derivatives | As of September 30, 2017 and December 31, 2016 , the Company had the following outstanding interest rate swaps that were designated as cash flow hedges of interest rate risk: September 30, 2017 December 31, 2016 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 20 $ 300,053 21 $ 474,161 Interest rate swaps (EUR) 13 219,129 14 431,213 Interest rate swaps (USD) 3 150,000 — — Total 36 $ 669,182 35 $ 905,374 |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The table below details the location in the consolidated financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2017 and 2016 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2017 2016 2017 2016 Amount of loss recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) $ (3,738 ) $ (487 ) $ (12,364 ) $ (15,148 ) Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) $ (1,461 ) $ (1,329 ) $ (4,523 ) $ (3,920 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ (1,102 ) $ 318 $ (1,007 ) $ (174 ) |
Schedule of Foreign Cross Currency Derivatives | As of September 30, 2017 , and December 31, 2016 , the Company had the following outstanding foreign cross currency derivatives that were used to hedge its net investments in foreign operations: September 30, 2017 December 31, 2016 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Cross currency swaps (GBP - USD) 1 $ 65,815 1 $ 60,626 Cross currency swaps (EUR - USD) 3 42,627 3 37,957 Foreign currency forwards (EUR-USD) 1 10,100 1 10,100 Total 5 $ 118,542 5 $ 108,683 |
Disclosure of Credit Derivatives | As of September 30, 2017 and December 31, 2016 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2017 December 31, 2016 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP - USD) 16 $ 18,232 21 $ 18,058 Foreign currency forwards (EUR - USD) 14 21,140 20 28,424 Cross currency swaps (GBP - USD) — — 3 43,457 Cross currency swaps (EUR - USD) 1 15,864 3 30,604 Interest rate swaps (EUR) 6 408,389 5 127,570 Put options (GBP-USD) 2 1,350 5 3,375 Put options (EUR-USD) 7 11,500 5 6,250 Total 46 $ 476,475 62 $ 257,738 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following table presents future minimum base rental cash payments due to the Company over the next five calendar years and thereafter as of September 30, 2017 . These amounts exclude contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. (In thousands) Future Minimum Base Rent Payments (1) 2017 (remainder) $ 60,522 2018 243,191 2019 246,194 2020 249,170 2021 247,218 2022 237,629 Thereafter 852,026 $ 2,135,950 ___________________________________________ (1) Assumes exchange rates of £1.00 to $1.34 for GBP and €1.00 to $1.18 for EUR as of September 30, 2017 for illustrative purposes, as applicable. Future minimum rental payments to be made by the Company under these noncancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2017 (remainder) $ 354 2018 1,415 2019 1,415 2020 1,415 2021 1,415 2022 1,415 Thereafter 43,236 Total $ 50,665 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table reflects related party fees incurred, forgiven and contractually due as of and for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (Receivable) Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2017 December 31, 2016 One-time fees and reimbursements: Related party notes receivable acquired in Merger (1) $ — $ — $ — $ — $ — $ — $ — $ — $ — $ (5,138 ) Fees on gain from sale of investments — — — — — — — — 49 (5) 923 (5) Financing coordination fees (2) — — — — — — — — — (5) 16 (5) Ongoing fees: Asset management fees (3) 5,250 — 4,500 — 15,647 — 13,500 — 217 (5) 447 (5) Property management fees (4) 1,118 — 933 571 3,341 1,177 2,868 1,730 422 (5) (8) 252 (5) (8) Total related party operational fees and reimbursements $ 6,368 (7) $ — $ 5,433 $ 571 $ 18,988 (7) $ 1,177 $ 16,368 $ 1,730 $ 688 (6) $ (3,500 ) (9) ___________________________________________________________________________ (1) Balance included within related party notes receivable acquired in the Merger on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 . In addition, the $16,000 due from related parties as of September 30, 2017 and December 31, 2016 relating to RCS Advisory (as defined below) is not included in the table above. (2) These related party fees are recorded as deferred financing costs and amortized over the term of the respective financing arrangement. (3) The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash equal to one quarter of the annual Minimum Base Management Fee for the three and nine months ended September 30, 2017 , and, the Variable Base Management Fee of $0.8 million and $2.1 million for the three and nine months ended September 30, 2017 , respectively. There were no Variable Base Management Fee for the three and nine months ended September 30, 2016 . No Incentive Compensation was earned for the three and nine months ended September 30, 2017 and 2016 . (4) The Advisor waived 100% of fees from U.S. assets and its allocated portion of fees from European assets. (5) Balance included within due to related parties on the consolidated balance sheets as of September 30, 2017 and December 31, 2016 . (6) In addition, as of September 30, 2017 , due to related parties include $0.3 million of costs accrued for Global II Advisor and transfer agent fees which were assumed through the Merger, $36,000 of costs accrued for transfer agent fees and $0.2 million of costs relating to RCS Advisory (as defined below), all accrued in 2016 and are not reflected in the table above. (7) The Company incurred general and administrative costs and other expense reimbursements of approximately $25,000 and $73,000 for the three and nine months ended September 30, 2017 which are recorded within general and administrative expenses on the consolidated statements of operations and are not reflected in the table above. (8) Prepaid property management fees of $0.2 million and 0.1 million as of September 30, 2017 and December 31, 2016 are not included in the table above and are included in the prepaid expenses and other assets on the consolidated balance sheets. (9) In addition, as of December 31, 2016 due to related parties includes $0.5 million of accruals, of which $0.2 million of costs accrued for transfer agent and personnel services received from the Company's related parties including ANST and $0.3 million to Advisor and RCS. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table reflects restricted stock award activity for the nine months ended September 30, 2017 : Number of Restricted Shares or RSUs Weighted-Average Issue Price Unvested, December 31, 2016 61,095 $ 25.07 Vested (25,429 ) 25.25 Granted 13,861 22.54 Forfeitures — — Unvested, September 30, 2017 49,527 $ 24.27 |
Schedule of Share Based Compensation Total Return | The Advisor will be eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date, which is the Listing Date, June 2, 2015 , based on the Company’s achievement of certain levels of total return to its stockholders (“Total Return”), including both share price appreciation and Common Stock dividends, as measured against a peer group of companies, set forth below, for the three-year performance period commencing on the Effective Date (the “ Three -Year Period”); each 12-month period during the Three -Year Period (the “ One -Year Periods”); and the initial 24-month period of the Three -Year Period (the “ Two -Year Period”), as follows: Performance Period Annual Period Interim Period Absolute Component: 4% of any excess Total Return attained above an absolute hurdle measured from the beginning of such period: 21% 7% 14% Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period: • 100% will be earned if cumulative Total Return achieved is at least: 18% 6% 12% • 50% will be earned if cumulative Total Return achieved is: —% —% —% • 0% will be earned if cumulative Total Return achieved is less than: —% —% —% • a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between: 0% - 18% 0% - 6% 0% - 12% _______________________________________________________ * The “Peer Group” is comprised of Gramercy Property Trust Inc., Lexington Realty Trust, Select Income REIT, and W.P. Carey Inc. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a summary of the basic and diluted net income per share computation for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2017 2016 2017 2016 Net income attributable to stockholders $ 2,104 $ 8,943 $ 14,733 $ 31,194 Adjustments to net income attributable to stockholders for common share equivalents (186 ) (190 ) (556 ) (577 ) Adjusted net income attributable to stockholders $ 1,918 $ 8,753 $ 14,177 $ 30,617 Basic and diluted net income per share attributable to stockholders $ 0.03 $ 0.16 $ 0.21 $ 0.54 Basic and diluted weighted average shares outstanding 67,286,615 56,463,396 66,739,723 56,314,184 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2017 and 2016 , the following common share equivalents were excluded from the calculation of diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Unvested restricted shares 49,527 59,853 49,527 59,853 OP Units (1) — 181,841 61,280 181,841 OPP (LTIP Units) 3,013,933 3,013,933 3,013,933 3,013,933 Total anti-dilutive common share equivalents 3,063,460 3,255,627 3,124,740 3,255,627 ____________________________________ (1) As of September 30, 2016 , OP Units comprised of five original OP Units issued to the Advisor, 27,776 issued at Listing and 575,438 of Class B Units which were converted into OP Units at Listing. Subsequent to the Listing all OP Units issued to the Advisor were transferred to individual members and employees of AR Global. On September 2, 2016, 421,378 of OP Units were converted into Common Stock, of which 305,411 and 115,967 are owned by individual members and employees of AR Global and to the Service Provider, respectively. On April 3, 2017, the remaining 181,841 of OP Units were converted into Common Stock. |
Organization - Narrative (Detai
Organization - Narrative (Details) $ / shares in Units, ft² in Millions | Oct. 11, 2017USD ($)shares | Sep. 12, 2017USD ($)$ / sharesshares | Sep. 07, 2017$ / sharesshares | Feb. 28, 2017 | Sep. 30, 2017USD ($)ft²property$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Oct. 27, 2017ft² | May 24, 2017$ / sharesshares | May 23, 2017shares | Mar. 01, 2017shares | Feb. 27, 2017shares | Dec. 22, 2016property | Jun. 02, 2015$ / shares |
Operations [Line Items] | ||||||||||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Number of properties (property) | property | 313 | |||||||||||||
Rentable square feet (sqft) | ft² | 22.3 | |||||||||||||
Occupancy rate | 99.43% | |||||||||||||
Weighted average remaining lease term | 9 years 19 days | |||||||||||||
Common stock, outstanding (shares) | 67,286,817 | 66,258,559 | 66,300,000 | 198,800,000 | ||||||||||
Common stock and preferred stock authorized (shares) | 116,700,000 | 350,000,000 | ||||||||||||
Common stock, authorized (shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||
Preferred stock, authorized (shares) | 16,670,000 | 16,670,000 | 16,670,000 | |||||||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Proceeds from issuance of preferred stock, net | $ | $ 96,348,000 | $ 0 | ||||||||||||
At The Market Equity Offering Program | FBR Capital Markets & Co | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Number of shares issued (in shares) | 800,000 | |||||||||||||
Series A Preferred Stock | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Preferred stock, authorized (shares) | 4,000,000 | 4,600,000 | 0 | |||||||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | |||||||||||||
Preferred stock, dividend rate | 7.25% | 7.25% | 7.25% | 7.25% | ||||||||||
Preferred stock, liquidation preference (usd per share) | $ / shares | $ 25 | $ 25 | $ 25 | $ 25 | ||||||||||
Option to buy additional preferred shares, period | 30 days | |||||||||||||
Preferred stock, additional shares authorized (shares) | 600,000 | |||||||||||||
Number of shares issued (in shares) | 4,000,000 | |||||||||||||
Consideration received on sale of stock, gross | $ | $ 100,000,000 | |||||||||||||
Proceeds from issuance of preferred stock, net | $ | $ 96,300,000 | |||||||||||||
Common Stock | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||||||
Common Stock | At The Market Equity Offering Program | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Common stock shares authorized for sale, value (up to) | $ | $ 175,000,000 | |||||||||||||
Common Stock | At The Market Equity Offering Program | FBR Capital Markets & Co | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Gross proceeds from sale of stock | $ | $ 18,500,000 | |||||||||||||
OP Units | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||||||
OPP (LTIP Units) | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||||||
United States | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Number of properties (property) | property | 2 | |||||||||||||
Percentage of portfolio investments | 49.60% | |||||||||||||
United Kingdom | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Number of properties (property) | property | 3 | |||||||||||||
Europe | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Number of properties (property) | property | 10 | |||||||||||||
Percentage of portfolio investments | 50.40% | |||||||||||||
Subsequent Event | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Rentable square feet (sqft) | ft² | 2.6 | |||||||||||||
Subsequent Event | Series A Preferred Stock | ||||||||||||||
Operations [Line Items] | ||||||||||||||
Proceeds from issuance of preferred stock, net | $ | $ 6,300,000 | |||||||||||||
Number of shares issued (in shares) | 259,650 | |||||||||||||
Consideration received on sale of stock, gross | $ | $ 6,500,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Jun. 02, 2015 | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)acquisition | Sep. 30, 2016USD ($) |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||
Number of asset acquisitions | acquisition | 4 | |||||
Income tax expense (benefit) | $ 760 | $ 448 | $ 2,176 | $ 1,428 | ||
Additional rental income | $ 8,987 | $ 8,059 | ||||
OPP | ||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||
Requisite service period | 5 years | 5 years | ||||
Restatement Adjustment | ||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||
Additional rental income | $ 500 |
Merger Transaction - Narrative
Merger Transaction - Narrative (Details) | Dec. 22, 2016USD ($)installment$ / sharesshares | Dec. 21, 2016USD ($)$ / shares | Dec. 16, 2016USD ($)shares | Sep. 30, 2017USD ($)$ / shares | May 24, 2017$ / shares | Dec. 31, 2016USD ($)$ / shares | Jun. 02, 2015$ / shares |
Business Acquisition [Line Items] | |||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Related party notes receivable acquired in Merger | $ 0 | $ 5,138,000 | |||||
The Letter Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Related party notes receivable acquired in Merger | $ 5,100,000 | $ 6,300,000 | 0 | ||||
Percent over gross proceeds to trigger reimbursement | 2.00% | ||||||
Period of equal cash installments | 8 months | ||||||
Period for valuing class b units | 30 days | ||||||
Number of equal cash installments (installment) | installment | 8 | ||||||
Proceeds from related party receivable | $ 5,100,000 | ||||||
Class B Units | The Letter Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Tender offer (shares) | shares | 22,115 | ||||||
Merger Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Equity consideration (shares) | shares | 9,600,000 | ||||||
Merger Consideration owed to Global II | $ 220,868,000 | $ 220,900,000 | |||||
Merger Agreement | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Conversion ratio | 2.27 | ||||||
Share price (usd per share) | $ / shares | $ 23.1 | ||||||
Merger Agreement | Common Stock | Class B Units | |||||||
Business Acquisition [Line Items] | |||||||
Conversion ratio | 2.27 | ||||||
Merger Agreement | Global Trust II | |||||||
Business Acquisition [Line Items] | |||||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 |
Merger Transaction - Fair Value
Merger Transaction - Fair Value of Consideration (Details) - Merger Agreement - USD ($) $ in Thousands | Dec. 22, 2016 | Dec. 21, 2016 |
Business Acquisition [Line Items] | ||
Cash | $ 0 | |
Common stock | 220,868 | |
Total consideration transferred | $ 220,868 | $ 220,900 |
Merger Transaction - Fair Val37
Merger Transaction - Fair Value of Assets Acquired and Liabilities Assumed (Details) - Merger Agreement - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 22, 2016 |
Total consideration: | ||
Fair value of Company's shares of Common Stock issued, net of fractional shares | $ 220,868 | |
Assets acquired at fair value | ||
Land | 70,176 | |
Buildings, fixtures and improvements | 384,428 | |
Acquired intangible lease assets | 111,097 | |
Total real estate investments, at fair value | 565,701 | |
Restricted cash | 7,575 | |
Derivatives, at fair value | 21,808 | |
Prepaid expenses and other assets | 1,317 | |
Related party notes receivable acquired in Merger | 5,138 | |
Due from related parties | 1,463 | |
Deferred tax assets | 368 | |
Goodwill and other intangible assets, net | 18,204 | |
Total assets acquired at fair value | 621,574 | |
Liabilities assumed at fair value | ||
Mortgage notes payable | 279,032 | $ 279,000 |
Mortgage (discount) premium, net | (2,724) | |
Mezzanine facility | 107,047 | |
Mezzanine discount, net | (26) | |
Acquired intangible lease liabilities, net | 8,510 | |
Derivatives, at fair value | 3,911 | |
Accounts payable and accrued expenses | 7,212 | |
Prepaid rent | 6,001 | |
Deferred tax liability | 9,063 | |
Taxes payable | 1,661 | |
Dividend payable | 2 | |
Total liabilities assumed at fair value | 419,689 | |
Net assets acquired excluding cash | 201,885 | |
Cash acquired on acquisition | $ 18,983 |
Real Estate Investments, Net -
Real Estate Investments, Net - Schedule of Business Acquisitions, by Acquisition (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)property | Sep. 30, 2016property | |
Real estate investments, at cost: | ||
Land | $ 6,359 | |
Buildings, fixtures and improvements | 27,220 | |
Total tangible assets | 33,579 | |
Intangibles acquired: | ||
Total assets acquired, net | 37,113 | |
Cash paid for acquired real estate investments | $ 37,113 | |
Number of properties purchased (property) | property | 4 | 0 |
In-place leases | ||
Intangibles acquired: | ||
Acquired intangibles | $ 4,859 | |
Above market lease assets | ||
Intangibles acquired: | ||
Acquired intangibles | 47 | |
Below market lease liabilities | ||
Intangibles acquired: | ||
Acquired intangibles | $ (1,372) |
Real Estate Investments, Net 39
Real Estate Investments, Net - Dispositions (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($)property | Sep. 30, 2017USD ($)property | Sep. 30, 2016USD ($)property | Dec. 31, 2016USD ($)property | |
Real Estate [Line Items] | |||||
Number of real estate properties held for sale (property) | property | 0 | 0 | |||
Proceeds from sale of real estate investments | $ 12,440 | $ 13,414 | |||
Gains on dispositions of real estate investments | $ 275 | $ 1,320 | 1,089 | $ 1,320 | |
Kulicke & Soffa | |||||
Real Estate [Line Items] | |||||
Proceeds from sale of real estate investments | $ 13,000 | ||||
Properties Sold | |||||
Real Estate [Line Items] | |||||
Number of properties sold (property) | property | 0 | 3 | 1 | 3 | |
Proceeds from sale of real estate investments | $ 13,900 | $ 13,900 | |||
Gains on dispositions of real estate investments | $ 1,300 | $ 400 | $ 1,300 | ||
Properties Sold | Advisor | |||||
Real Estate [Line Items] | |||||
Gains on dispositions of real estate investments | $ 300 | 800 | $ 100 | ||
Lease Agreements | |||||
Real Estate [Line Items] | |||||
Write-off of intangible asset | $ 1,800 | $ 1,800 |
Real Estate Investments, Net 40
Real Estate Investments, Net - Schedule of Future Minimum Rental Payments for Operating Leases (Details) - Sep. 30, 2017 $ in Thousands | USD ($) | € / $ | £ / $ |
Real Estate [Abstract] | |||
2017 (remainder) | $ 60,522 | ||
2,018 | 243,191 | ||
2,019 | 246,194 | ||
2,020 | 249,170 | ||
2,021 | 247,218 | ||
2,022 | 237,629 | ||
Thereafter | 852,026 | ||
Future minimum base rental cash payments | $ 2,135,950 | ||
Foreign currency exchange rate | 1.18 | 1.34 |
Real Estate Investments, Net 41
Real Estate Investments, Net - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 22.40% | 17.30% |
Texas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 11.20% | |
United States and Puerto Rico | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 51.00% | 50.20% |
Credit Borrowings - Narrative (
Credit Borrowings - Narrative (Details) £ in Millions | Oct. 27, 2017USD ($) | Sep. 18, 2017USD ($) | Jul. 24, 2017USD ($)extension | Jul. 24, 2017EUR (€)extension | Jul. 24, 2017GBP (£)extension | Mar. 30, 2017USD ($) | Mar. 30, 2017EUR (€) | Aug. 08, 2016USD ($) | Jul. 25, 2013USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2017EUR (€) | Sep. 30, 2017GBP (£) | Jul. 24, 2017EUR (€) | Jul. 24, 2017GBP (£) | Jul. 01, 2017EUR (€) | Jul. 01, 2017GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016GBP (£) | Dec. 22, 2016USD ($) | Dec. 22, 2016EUR (€) | Feb. 04, 2015EUR (€) | Feb. 04, 2015GBP (£) |
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Revolving credit facility | $ 418,034,000 | $ 616,614,000 | |||||||||||||||||||||
Mezzanine facility, net of discount | 0 | 55,383,000 | |||||||||||||||||||||
Carrying value of unencumbered assets | 1,500,000,000 | ||||||||||||||||||||||
Cash Flow Hedging | Swap | Designated as Hedging Instrument | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Notional Amount | 669,182,000 | 905,374,000 | |||||||||||||||||||||
Cash Flow Hedging | Swap | Designated as Hedging Instrument | GBP | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Notional Amount | 300,053,000 | 474,161,000 | |||||||||||||||||||||
Cash Flow Hedging | Swap | Designated as Hedging Instrument | EUR | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Notional Amount | 219,129,000 | € 224,400,000 | 431,213,000 | ||||||||||||||||||||
Bridge Loan Facility | Bridge Loan Facility | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Bridge commitment | $ 150,000,000 | ||||||||||||||||||||||
Debt term | 364 days | ||||||||||||||||||||||
Commitment fee | 1.50% | ||||||||||||||||||||||
Mezzanine Facility | Mortgage notes payable | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Repayment of debt | $ 56,500,000 | € 52,700,000 | |||||||||||||||||||||
Bridge commitment | € | € 128,000,000 | ||||||||||||||||||||||
Fair value of credit facility | $ 107,000,000 | ||||||||||||||||||||||
Stated interest rate | 8.25% | 8.25% | |||||||||||||||||||||
Mezzanine facility, net of discount | 55,400,000 | € 52,700,000 | |||||||||||||||||||||
Unusual borrowing | 0 | ||||||||||||||||||||||
KeyBank National Association | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 725,000,000 | ||||||||||||||||||||||
Increase in aggregate commitments (up to) | 225,000,000 | ||||||||||||||||||||||
Total line of credit commitment | $ 950,000,000 | ||||||||||||||||||||||
Number of extensions (extension) | extension | 1 | 1 | 1 | ||||||||||||||||||||
Extension term | 1 year | 1 year | 1 year | ||||||||||||||||||||
KeyBank National Association | Base Rate | Minimum | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 0.60% | 0.60% | 0.60% | ||||||||||||||||||||
KeyBank National Association | Base Rate | Maximum | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 1.20% | 1.20% | 1.20% | ||||||||||||||||||||
KeyBank National Association | LIBOR | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||
KeyBank National Association | LIBOR | Minimum | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 1.60% | 1.60% | 1.60% | ||||||||||||||||||||
KeyBank National Association | LIBOR | Maximum | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 2.20% | 2.20% | 2.20% | ||||||||||||||||||||
KeyBank National Association | Federal Funds | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 0.50% | 0.50% | 0.50% | ||||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Revolving credit facility | € 110,500,000 | £ 68.5 | |||||||||||||||||||||
Revolving Credit Facility | Subsequent Event | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Repayment of debt | $ 120,000,000 | ||||||||||||||||||||||
Revolving Credit Facility | Credit Facility | Cash Flow Hedging | Swap | Designated as Hedging Instrument | GBP | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Notional Amount | £ | £ 160.3 | ||||||||||||||||||||||
Revolving Credit Facility | New Credit Facility | Cash Flow Hedging | Swap | Designated as Hedging Instrument | GBP | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Notional Amount | $ 150,000,000 | ||||||||||||||||||||||
Derivative, term of contract | 4 years 12 months | 4 years 12 months | 4 years 12 months | ||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 740,000,000 | ||||||||||||||||||||||
Revolving credit facility | 648,000,000 | € 224,600,000 | £ 40 | € 255,700,000 | £ 160.2 | 616,600,000 | € 258,900,000 | £ 177.2 | |||||||||||||||
Commitment fee percentage | 50.00% | ||||||||||||||||||||||
Remaining borrowing capacity | $ 82,000,000 | $ 113,000,000 | |||||||||||||||||||||
Weighted average annual interest rate | 2.70% | 2.70% | 2.70% | ||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Credit Facility | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Termination of credit facility | $ 725,800,000 | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Credit Facility | Line of Credit | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Repayment of debt | 4,900,000 | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Credit Facility, Euro | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Termination of credit facility | € | € 255,700,000 | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Credit Facility, Pounds | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Termination of credit facility | £ | £ 160.2 | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Credit Facility, Dollar | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Termination of credit facility | 221,600,000 | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Line of Credit Facility, Base Rate, Option Three | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 1.00% | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Above Threshold | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Unused capacity commitment fee | 0.25% | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Below Threshold | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Unused capacity commitment fee | 0.15% | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Base Rate | Line of Credit Facility, Interest Rate, Option Two | Minimum | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 0.60% | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | Base Rate | Line of Credit Facility, Interest Rate, Option Two | Maximum | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 1.20% | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | LIBOR | Line of Credit Facility, Interest Rate, Option One | Minimum | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 1.60% | ||||||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | LIBOR | Line of Credit Facility, Interest Rate, Option One | Maximum | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Interest rate spread | 2.20% | ||||||||||||||||||||||
Revolving Credit Facility | KeyBank National Association | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity (up to) | 500,000,000 | ||||||||||||||||||||||
Revolving credit facility | $ 409,000,000 | $ 329,000,000 | € 30,000,000 | £ 40 | € 30,000,000 | £ 40 | |||||||||||||||||
Repayment of debt | $ 80,000,000 | ||||||||||||||||||||||
Facility fee multiplier | 0.003 | 0.003 | 0.003 | ||||||||||||||||||||
Revolving Credit Facility | KeyBank National Association | New Credit Facility | Unsecured Debt | Subsequent Event | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Repayment of debt | $ 120,000,000 | ||||||||||||||||||||||
Revolving Credit Facility | KeyBank National Association | Above Threshold | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Unused capacity commitment fee | 0.25% | 0.25% | 0.25% | ||||||||||||||||||||
Commitment fee percentage | 50.00% | 50.00% | 50.00% | ||||||||||||||||||||
Revolving Credit Facility | KeyBank National Association | Below Threshold | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Unused capacity commitment fee | 0.15% | 0.15% | 0.15% | ||||||||||||||||||||
Commitment fee percentage | 50.00% | 50.00% | 50.00% | ||||||||||||||||||||
Term Loan Facility | KeyBank National Association | New Credit Facility | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Maximum borrowing capacity (up to) | $ 225,000,000 | € 194,600,000 | |||||||||||||||||||||
Revolving credit facility | $ 720,900,000 | ||||||||||||||||||||||
Term Loan Facility | KeyBank National Association | New Credit Facility, Euro | Unsecured Debt | |||||||||||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||||||||||
Revolving credit facility | € | € 194,600,000 |
Mortgage Notes Payable - Schedu
Mortgage Notes Payable - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017USD ($)property | Dec. 31, 2016USD ($) | Dec. 22, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Mortgage notes payable, net of deferred financing costs | $ 794,919 | $ 749,884 | |
Merger Agreement | |||
Debt Instrument [Line Items] | |||
Mortgage notes payable | $ 279,032 | $ 279,000 | |
Mortgage notes payable | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 70 | ||
Outstanding Loan Amount | $ 798,962 | 754,987 | |
Deferred financing costs, net of accumulated amortization | (4,043) | (5,103) | |
Mortgage notes payable, net of deferred financing costs | $ 794,919 | 749,884 | |
Effective Interest Rate | 2.60% | ||
Mortgage notes payable | Quest Diagnostics | LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate spread | 2.00% | ||
Mortgage notes payable | EUR | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 22 | ||
Outstanding Loan Amount | $ 384,839 | 342,686 | |
Mortgage notes payable | EUR | Finnair | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 4 | ||
Outstanding Loan Amount | $ 33,553 | 29,878 | |
Effective Interest Rate | 2.20% | ||
Mortgage notes payable | EUR | Tokmanni | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 34,233 | 30,483 | |
Effective Interest Rate | 2.40% | ||
Mortgage notes payable | EUR | Auchan | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 9,806 | 8,732 | |
Effective Interest Rate | 1.70% | ||
Mortgage notes payable | EUR | Pole Emploi | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 6,852 | 6,102 | |
Effective Interest Rate | 1.70% | ||
Mortgage notes payable | EUR | Sagemcom | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 42,414 | 37,768 | |
Effective Interest Rate | 1.70% | ||
Mortgage notes payable | EUR | Worldline | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 5,907 | 5,260 | |
Effective Interest Rate | 1.90% | ||
Mortgage notes payable | EUR | DCNS | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 11,224 | 9,994 | |
Effective Interest Rate | 1.50% | ||
Mortgage notes payable | EUR | ID Logistics II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 2 | ||
Outstanding Loan Amount | $ 12,405 | 11,046 | |
Effective Interest Rate | 1.30% | ||
Mortgage notes payable | EUR | Rheinmetall | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 12,523 | 11,152 | |
Effective Interest Rate | 2.60% | ||
Mortgage notes payable | EUR | OBI DIY | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 5,317 | 4,734 | |
Effective Interest Rate | 2.40% | ||
Mortgage notes payable | EUR | RWE AG | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 3 | ||
Outstanding Loan Amount | $ 73,841 | 65,753 | |
Effective Interest Rate | 1.60% | ||
Mortgage notes payable | EUR | Rexam | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 6,214 | 5,534 | |
Effective Interest Rate | 1.80% | ||
Mortgage notes payable | EUR | Metro Tonic | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 31,308 | 27,879 | |
Effective Interest Rate | 1.70% | ||
Mortgage notes payable | EUR | ID Logistics I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 4,726 | 4,208 | |
Effective Interest Rate | 1.00% | ||
Mortgage notes payable | EUR | DB Luxembourg | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 42,532 | 37,873 | |
Effective Interest Rate | 1.40% | ||
Mortgage notes payable | EUR | ING Amsterdam | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 51,984 | 46,290 | |
Effective Interest Rate | 1.70% | ||
Mortgage notes payable | GBP | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 43 | ||
Outstanding Loan Amount | $ 300,054 | 276,395 | |
Mortgage notes payable | GBP | McDonald's | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 1,018 | 938 | |
Effective Interest Rate | 4.10% | ||
Mortgage notes payable | GBP | Wickes Building Supplies I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 2,608 | 2,402 | |
Effective Interest Rate | 3.70% | ||
Mortgage notes payable | GBP | Everything Everywhere | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 5,359 | 4,936 | |
Effective Interest Rate | 4.00% | ||
Mortgage notes payable | GBP | Thames Water | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 8,039 | 7,405 | |
Effective Interest Rate | 4.10% | ||
Mortgage notes payable | GBP | Wickes Building Supplies II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 2,211 | 2,036 | |
Effective Interest Rate | 4.20% | ||
Mortgage notes payable | GBP | Northern Rock | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 2 | ||
Outstanding Loan Amount | $ 7,034 | 6,479 | |
Effective Interest Rate | 4.40% | ||
Mortgage notes payable | GBP | Wickes Building Supplies III | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 2,546 | 2,345 | |
Effective Interest Rate | 4.30% | ||
Mortgage notes payable | GBP | Provident Financial | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 17,082 | 15,735 | |
Effective Interest Rate | 4.10% | ||
Mortgage notes payable | GBP | Crown Crest | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 25,790 | 23,757 | |
Effective Interest Rate | 4.20% | ||
Mortgage notes payable | GBP | Aviva | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 21,034 | 19,376 | |
Effective Interest Rate | 3.80% | ||
Mortgage notes payable | GBP | Bradford & Bingley | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 10,129 | 9,330 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | Intier Automotive Interiors | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 6,330 | 5,831 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | Capgemini | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 7,369 | 6,788 | |
Effective Interest Rate | 3.20% | ||
Mortgage notes payable | GBP | Fujitsu | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 3 | ||
Outstanding Loan Amount | $ 33,199 | 30,581 | |
Effective Interest Rate | 3.20% | ||
Mortgage notes payable | GBP | Amcor Packaging | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 7 | ||
Outstanding Loan Amount | $ 4,188 | 3,858 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | Fife Council | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 2,457 | 2,263 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | Malthrust | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 3 | ||
Outstanding Loan Amount | $ 4,287 | 3,949 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | Talk Talk | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 5,125 | 4,721 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | HBOS | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 3 | ||
Outstanding Loan Amount | $ 7,221 | 6,652 | |
Effective Interest Rate | 3.50% | ||
Mortgage notes payable | GBP | DFS Trading | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 5 | ||
Outstanding Loan Amount | $ 13,584 | 12,513 | |
Effective Interest Rate | 3.40% | ||
Mortgage notes payable | GBP | DFS Trading | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 2 | ||
Outstanding Loan Amount | $ 3,180 | 2,930 | |
Effective Interest Rate | 3.40% | ||
Mortgage notes payable | GBP | HP Enterprise Services | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 12,442 | 11,461 | |
Effective Interest Rate | 3.40% | ||
Mortgage notes payable | GBP | Foster Wheeler | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 52,652 | 48,501 | |
Effective Interest Rate | 2.60% | ||
Mortgage notes payable | GBP | Harper Collins | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 37,614 | 34,648 | |
Effective Interest Rate | 3.40% | ||
Mortgage notes payable | GBP | NCR Dundee | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 7,556 | 6,960 | |
Effective Interest Rate | 2.90% | ||
Mortgage notes payable | USD | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 5 | ||
Outstanding Loan Amount | $ 114,069 | 135,906 | |
Mortgage notes payable | USD | Quest Diagnostics | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 52,799 | 52,800 | |
Effective Interest Rate | 3.20% | ||
Mortgage notes payable | USD | Western Digital | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 17,445 | 17,682 | |
Effective Interest Rate | 5.30% | ||
Mortgage notes payable | USD | AT&T Services | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 33,550 | 33,550 | |
Effective Interest Rate | 3.20% | ||
Mortgage notes payable | USD | AT&T Services | Adjusted LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate spread | 2.00% | ||
Mortgage notes payable | USD | FedEx Freight | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 6,165 | 6,165 | |
Effective Interest Rate | 4.50% | ||
Mortgage notes payable | USD | Veolia Water | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 1 | ||
Outstanding Loan Amount | $ 4,110 | 4,110 | |
Effective Interest Rate | 4.50% | ||
Mortgage notes payable | USD | Encanto Restaurants | |||
Debt Instrument [Line Items] | |||
Encumbered Properties (property) | property | 18 | ||
Outstanding Loan Amount | $ 0 | $ 21,599 | |
Effective Interest Rate | 6.30% |
Mortgage Notes Payable - Sche44
Mortgage Notes Payable - Schedule of Maturities of Long-term Debt (Details) $ in Thousands, £ in Millions | 1 Months Ended | ||||
Nov. 06, 2017GBP (£) | Sep. 30, 2017USD ($) | Sep. 30, 2017€ / $ | Sep. 30, 2017£ / $ | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Foreign currency exchange rate | 1.18 | 1.34 | |||
Mortgage notes payable | |||||
Debt Instrument [Line Items] | |||||
2017 (remainder) | $ 1,100 | ||||
2,018 | 133,584 | ||||
2,019 | 290,151 | ||||
2,020 | 330,422 | ||||
2,021 | 43,705 | ||||
2,022 | 0 | ||||
Thereafter | 0 | ||||
Mortgage notes payable | 798,962 | $ 754,987 | |||
Mortgage notes payable | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Repayments of principal mortgage balance | £ | £ 0.8 | ||||
Mortgage notes payable | GBP | |||||
Debt Instrument [Line Items] | |||||
Mortgage notes payable | 300,054 | 276,395 | |||
Mortgage notes payable | Capgemini | GBP | |||||
Debt Instrument [Line Items] | |||||
Mortgage notes payable | $ 7,369 | $ 6,788 |
Mortgage Notes Payable - CMBS L
Mortgage Notes Payable - CMBS Loan Agreement (Details) - Subsequent Event | Oct. 27, 2017USD ($)subsidiary |
Debt Instrument [Line Items] | |
Number of subsidiaries | subsidiary | 12 |
Secured Debt | CMBS Loan Agreement | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ | $ 187,000,000 |
Stated interest rate | 4.369% |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Fair Value, Financial Instruments Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | $ (3,900) | $ (13,400) |
Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 21,179 | |
Liability fair value | (2,898) | |
Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 6,998 | |
Liability fair value | (1,136) | |
Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability fair value | (9,031) | (15,457) |
Put options (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 132 | 523 |
Quoted Prices in Active Markets Level 1 | OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | |
Liability fair value | 0 | |
Quoted Prices in Active Markets Level 1 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | |
Liability fair value | 0 | |
Quoted Prices in Active Markets Level 1 | Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability fair value | 0 | 0 |
Quoted Prices in Active Markets Level 1 | Put options (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 0 | 0 |
Significant Other Observable Inputs Level 2 | OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | 0 |
Significant Other Observable Inputs Level 2 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 21,179 | |
Liability fair value | (2,898) | |
Significant Other Observable Inputs Level 2 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 6,998 | |
Liability fair value | (1,136) | |
Significant Other Observable Inputs Level 2 | Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability fair value | (9,031) | (15,457) |
Significant Other Observable Inputs Level 2 | Put options (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 132 | 523 |
Significant Unobservable Inputs Level 3 | OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | (3,900) | (13,400) |
Significant Unobservable Inputs Level 3 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | |
Liability fair value | 0 | |
Significant Unobservable Inputs Level 3 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | |
Liability fair value | 0 | |
Significant Unobservable Inputs Level 3 | Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability fair value | 0 | 0 |
Significant Unobservable Inputs Level 3 | Put options (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | $ 0 | $ 0 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Level 3 Reconciliation (Details) - OPP - Significant Unobservable Inputs Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 13,400 |
Fair value adjustment | (9,500) |
Ending balance | $ 3,900 |
Fair Value of Financial Instr48
Fair Value of Financial Instruments - Quantitative Level 3 Inputs (Details) - Significant Unobservable Inputs Level 3 - Fair Value, Measurements, Recurring - OPP - Monte Carlo Simulation $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |
Fair Value | $ 3,900 |
Input Value | 17.40% |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Fair Value, by Balance Sheet Grouping (Details) $ in Thousands, € in Millions | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | $ 794,919 | $ 749,884 | |
Mortgage (discount) premium, net | 2,172 | 2,503 | |
Mezzanine facility, net of discount | 0 | 55,383 | |
Mortgage notes payable | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mortgage notes payable | 794,919 | 749,884 | |
Mortgage notes payable | Mezzanine Facility | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Mezzanine facility, net of discount | 55,400 | € 52.7 | |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 796,790 | 752,484 | |
Mortgage notes payable | 799,000 | 755,000 | |
Mortgage (discount) premium, net | (2,200) | (2,500) | |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 793,062 | 747,870 | |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Mezzanine Facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 0 | 55,383 | |
Mezzanine facility, net of discount | 55,400 | ||
Mezzanine discount | 17 | ||
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Mezzanine Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 0 | 55,400 | |
Significant Unobservable Inputs Level 3 | Credit facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 0 | 616,614 | |
Significant Unobservable Inputs Level 3 | Credit facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 0 | 616,614 | |
Significant Unobservable Inputs Level 3 | Credit facility | New Credit Facility | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | 647,988 | 0 | |
Significant Unobservable Inputs Level 3 | Credit facility | New Credit Facility | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Debt, fair value | $ 652,487 | $ 0 |
Derivatives and Hedging Activ50
Derivatives and Hedging Activities - Schedule of Derivatives in Statement of Financial Position, Fair Value (Details) - Significant Other Observable Inputs Level 2 - Swap - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | $ (9,432) | $ 7,986 |
Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | 972 |
Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 166 | 0 |
Designated as Hedging Instrument | Cross currency swaps, net (GBP & EUR) | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | 3,003 |
Designated as Hedging Instrument | Cross currency swaps, net (GBP & EUR) | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 2,672 | 0 |
Designated as Hedging Instrument | Cross currency swaps, net (GBP & EUR) | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | 16,868 |
Designated as Hedging Instrument | Cross currency swaps, net (GBP & EUR) | GBP | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 345 | 0 |
Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 2,707 | 4,262 |
Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | GBP | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 4,091 | 8,595 |
Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | USD | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 549 | 0 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | (3,501) | 5,257 |
Not Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | 2,108 |
Not Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 396 | 0 |
Not Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 43 | 3,918 |
Not Designated as Hedging Instrument | Foreign currency forwards, net (GBP & EUR) | GBP | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 617 | 0 |
Not Designated as Hedging Instrument | Cross currency swaps, net (GBP & EUR) | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 119 | 831 |
Not Designated as Hedging Instrument | Cross currency swaps, net (GBP & EUR) | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | 477 |
Not Designated as Hedging Instrument | Interest rate swaps, net (GBP & EUR) | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 2,782 | 2,600 |
Not Designated as Hedging Instrument | Put options (GBP & EUR) | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 130 | 392 |
Not Designated as Hedging Instrument | Put options (GBP & EUR) | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | $ 2 | $ 131 |
Derivatives and Hedging Activ51
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 842 | $ 28,700 |
Gross Amounts of Recognized (Liabilities) | (13,776) | (15,457) |
Gross Amounts Offset on the Balance Sheet | 0 | 0 |
Net Amounts of Assets (Liabilities) presented on the Balance Sheet | (12,934) | 13,243 |
Financial Instruments | 0 | 0 |
Cash Collateral Received (Posted) | 0 | 0 |
Net Amount | $ (12,934) | $ 13,243 |
Derivatives and Hedging Activ52
Derivatives and Hedging Activities - Narrative (Details) $ in Thousands, € in Millions, £ in Millions | Jul. 24, 2017USD ($) | Feb. 04, 2015EUR (€) | Feb. 04, 2015GBP (£) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2017€ / $ | Sep. 30, 2017EUR (€) | Sep. 30, 2017£ / $ | Sep. 30, 2017GBP (£) | Jul. 25, 2017USD ($) | Jul. 24, 2017GBP (£) | Jul. 01, 2017USD ($) | Jul. 01, 2017EUR (€) | Jul. 01, 2017GBP (£) | Dec. 31, 2016USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016GBP (£) | Feb. 04, 2015GBP (£) |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Borrowings under credit facility | $ 571,203 | $ 16,485 | |||||||||||||||||||
Gains (loss) on derivative instruments | $ (3,125) | $ 375 | (6,585) | 3,856 | |||||||||||||||||
Gain (loss) on derivatives due to ineffectiveness in earnings | 46 | 300 | 100 | (200) | |||||||||||||||||
Derivative liability | 13,776 | 13,776 | $ 15,457 | ||||||||||||||||||
Line of credit, amount drawn | 418,034 | 418,034 | 616,614 | ||||||||||||||||||
Gain on derivative, from partial settlement | $ 19,000 | ||||||||||||||||||||
Proceeds from settlement of derivatives | 10,625 | 0 | 10,100 | ||||||||||||||||||
Portion of derivative termination proceeds used to repay debt | $ 8,900 | ||||||||||||||||||||
Foreign currency derivative instruments, liability fair value | 318,900 | 318,900 | $ 516,800 | ||||||||||||||||||
Foreign currency exchange rate | 1.18 | 1.34 | |||||||||||||||||||
Foreign currency derivative instruments, asset fair value | € 348.7 | £ 108 | |||||||||||||||||||
Foreign currency derivative instruments, fair value | £ | 52.2 | ||||||||||||||||||||
Gain (loss) on foreign currency fair value hedge ineffectiveness | 100 | 1,200 | (3,800) | 5,800 | |||||||||||||||||
Fair value of derivatives in net liability position | 15,400 | 15,400 | |||||||||||||||||||
GBP | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Foreign currency derivative instruments, asset fair value | 144,700 | ||||||||||||||||||||
Foreign currency derivative instruments, fair value | 70,000 | ||||||||||||||||||||
EUR | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Foreign currency derivative instruments, asset fair value | € | 412 | ||||||||||||||||||||
Not Designated as Hedging Instrument | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Gains (loss) on derivative instruments | (2,000) | $ 400 | (5,400) | $ 3,900 | |||||||||||||||||
Interest rate swaps, net | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Notional Amount | £ | £ 160 | ||||||||||||||||||||
Payment to settle derivatives | $ 2,600 | ||||||||||||||||||||
Gains (loss) on derivative instruments | (1,100) | $ (1,100) | |||||||||||||||||||
Derivative instrument, amount novated | 224,000 | ||||||||||||||||||||
Interest rate swaps, net | Not Designated as Hedging Instrument | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Derivative liability | $ 700 | ||||||||||||||||||||
Cash Flow Hedging | Interest Expense | Interest rate swaps, net | Designated as Hedging Instrument | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Estimate of time to transfer (months) | 12 months | ||||||||||||||||||||
Estimated amount to be reclassified from OCI | $ 4,800 | ||||||||||||||||||||
Net Investment Hedging | Designated as Hedging Instrument | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Notional Amount | 118,542 | 118,542 | 108,683 | ||||||||||||||||||
Net Investment Hedging | Cross currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | GBP | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Notional Amount | 65,815 | 65,815 | £ 49.1 | 60,626 | |||||||||||||||||
Payment to settle derivatives | $ 10,600 | ||||||||||||||||||||
Net Investment Hedging | Cross currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | EUR | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Notional Amount | 42,627 | 42,627 | 37,957 | ||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Line of credit, amount drawn | € 110.5 | £ 68.5 | |||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Borrowings under credit facility | € 110.5 | £ 68.5 | |||||||||||||||||||
Line of credit, amount drawn | 648,000 | 648,000 | € 224.6 | £ 40 | € 255.7 | £ 160.2 | $ 616,600 | € 258.9 | £ 177.2 | ||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | GBP | Individual Investment | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Line of credit, amount drawn | 53,600 | 53,600 | 214,700 | ||||||||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | EUR | Individual Investment | |||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||||||||
Line of credit, amount drawn | $ 265,400 | $ 265,400 | $ 302,100 |
Derivatives and Hedging Activ53
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Swap $ in Thousands, € in Millions | Sep. 30, 2017USD ($)derivative | Jul. 24, 2017EUR (€) | Dec. 31, 2016USD ($)derivative |
Derivative [Line Items] | |||
Number of Instruments (derivative) | 36 | 35 | |
Notional Amount | $ | $ 669,182 | $ 905,374 | |
GBP | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 20 | 21 | |
Notional Amount | $ | $ 300,053 | $ 474,161 | |
EUR | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 13 | 14 | |
Notional Amount | $ 219,129 | € 224.4 | $ 431,213 |
USD | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 3 | 0 | |
Notional Amount | $ | $ 150,000 | $ 0 |
Derivatives and Hedging Activ54
Derivatives and Hedging Activities - Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance (Details) - Cash Flow Hedging - Interest rate swaps, net - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) | $ (3,738) | $ (487) | $ (12,364) | $ (15,148) |
Amount of loss recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | (1,102) | 318 | (1,007) | (174) |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive income into income as interest expense (effective portion) | $ (1,461) | $ (1,329) | $ (4,523) | $ (3,920) |
Derivatives and Hedging Activ55
Derivatives and Hedging Activities - Foreign Cross Currency Derivatives (Details) - Net Investment Hedging - Designated as Hedging Instrument $ in Thousands, £ in Millions | Sep. 30, 2017USD ($)derivative | Jul. 24, 2017GBP (£) | Dec. 31, 2016USD ($)derivative |
Derivative [Line Items] | |||
Number of Instruments (derivative) | 5 | 5 | |
Notional Amount | $ | $ 118,542 | $ 108,683 | |
GBP | Cross currency swaps, net (GBP & EUR) | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 1 | 1 | |
Notional Amount | $ 65,815 | £ 49.1 | $ 60,626 |
EUR | Cross currency swaps, net (GBP & EUR) | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 3 | 3 | |
Notional Amount | $ | $ 42,627 | $ 37,957 | |
EUR | Foreign currency forwards, net (GBP & EUR) | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 1 | 1 | |
Notional Amount | $ | $ 10,100 | $ 10,100 |
Derivatives and Hedging Activ56
Derivatives and Hedging Activities - Disclosure of Credit Derivatives (Details) - Not Designated as Hedging Instrument - Swap $ in Thousands | Sep. 30, 2017USD ($)derivative | Dec. 31, 2016USD ($)derivative |
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 46 | 62 |
Notional Amount | $ | $ 476,475 | $ 257,738 |
Foreign currency forwards, net (GBP & EUR) | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 16 | 21 |
Notional Amount | $ | $ 18,232 | $ 18,058 |
Foreign currency forwards, net (GBP & EUR) | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 14 | 20 |
Notional Amount | $ | $ 21,140 | $ 28,424 |
Cross currency swaps, net (GBP & EUR) | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 0 | 3 |
Notional Amount | $ | $ 0 | $ 43,457 |
Cross currency swaps, net (GBP & EUR) | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 1 | 3 |
Notional Amount | $ | $ 15,864 | $ 30,604 |
Interest rate swaps, net | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 6 | 5 |
Notional Amount | $ | $ 408,389 | $ 127,570 |
Put options (GBP & EUR) | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 2 | 5 |
Notional Amount | $ | $ 1,350 | $ 3,375 |
Put options (GBP & EUR) | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 7 | 5 |
Notional Amount | $ | $ 11,500 | $ 6,250 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Oct. 11, 2017USD ($)shares | Sep. 12, 2017USD ($)$ / sharesshares | Sep. 07, 2017$ / shares | Feb. 28, 2017 | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)quarterly_dividenddirector$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016$ / sharesshares | Mar. 01, 2017shares | Feb. 27, 2017shares |
Conversion of Stock [Line Items] | ||||||||||
Common stock, outstanding (shares) | shares | 67,286,817 | 67,286,817 | 66,258,559 | 66,300,000 | 198,800,000 | |||||
Payments of common stock offering costs | $ 187 | $ 0 | ||||||||
Proceeds from issuance of preferred stock, net | $ 96,348 | $ 0 | ||||||||
Common stock dividend rate (usd per share) | $ / shares | $ 0.1775 | |||||||||
OP Units | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
OPP (LTIP Units) | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
Common Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
Series A Preferred Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | shares | 4,000,000 | |||||||||
Consideration received on sale of stock, gross | $ 100,000 | |||||||||
Proceeds from issuance of preferred stock, net | $ 96,300 | |||||||||
Preferred stock, outstanding (shares) | shares | 4,000,000 | 4,000,000 | 0 | |||||||
Preferred stock, dividend rate | 7.25% | 7.25% | 7.25% | 7.25% | ||||||
Preferred stock, liquidation preference (usd per share) | $ / shares | $ 25 | $ 25 | $ 25 | $ 25 | $ 25 | |||||
Redemption period one | 90 days | |||||||||
Redemption period two | 120 days | |||||||||
Number of share issued per share of convertible preferred stock (shares) | 2.301 | |||||||||
Number of additional directors to be elected (director) | director | 2 | |||||||||
Number of quarterly dividends payable (quarterly dividend) | quarterly_dividend | 6 | |||||||||
Dividend payout (usd per share) | $ / shares | $ 0.453125 | $ 1.8125 | ||||||||
Series A Preferred Stock | Maximum | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Periods for dividend payment | 30 days | |||||||||
Series A Preferred Stock | Minimum | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Periods for dividend payment | 10 days | |||||||||
Series A Preferred Stock | Subsequent Event | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | shares | 259,650 | |||||||||
Consideration received on sale of stock, gross | $ 6,500 | |||||||||
Proceeds from issuance of preferred stock, net | $ 6,300 | |||||||||
At The Market Equity Offering Program | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Payments of common stock offering costs | $ 2 | $ 200 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Ground Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
2017 (remainder) | $ 354 | $ 354 | |||
2,018 | 1,415 | 1,415 | |||
2,019 | 1,415 | 1,415 | |||
2,020 | 1,415 | 1,415 | |||
2,021 | 1,415 | 1,415 | |||
2,022 | 1,415 | 1,415 | |||
Thereafter | 43,236 | 43,236 | |||
Total | 50,665 | 50,665 | |||
Rent expense | 300 | $ 400 | 1,000 | $ 1,000 | |
Loss Contingencies [Line Items] | |||||
Real estate properties potentially affected by hurricane damage | 2,782,945 | 2,782,945 | $ 2,715,640 | ||
United States | |||||
Loss Contingencies [Line Items] | |||||
Real estate properties potentially affected by hurricane damage | 171,200 | 171,200 | |||
Puerto Rico | |||||
Loss Contingencies [Line Items] | |||||
Real estate properties potentially affected by hurricane damage | $ 32,900 | $ 32,900 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Apr. 03, 2017shares | Dec. 22, 2016USD ($)installment | Sep. 30, 2016shares | Sep. 02, 2016shares | Jun. 02, 2015USD ($)$ / sharesshares | Sep. 30, 2017USD ($)propertyshares | Sep. 30, 2016USD ($)propertyshares | Sep. 30, 2017USD ($)propertyshares | Sep. 30, 2016USD ($)propertyshares | Oct. 31, 2017property | Aug. 15, 2017 | Dec. 31, 2016USD ($)shares | Dec. 16, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||||||||
Due from related parties | $ 16,000 | $ 16,000 | $ 16,000 | ||||||||||
Due to related parties | $ 1,233,000 | $ 1,233,000 | 2,162,000 | ||||||||||
Antidilutive securities (shares) | shares | 3,063,460 | 3,255,627 | 3,124,740 | 3,255,627 | |||||||||
Distributions paid related to LTIP Units | $ 574,000 | $ 1,749,000 | |||||||||||
Dividends payable | $ 461,000 | 461,000 | 34,000 | ||||||||||
Related party notes receivable acquired in Merger | $ 0 | 0 | 5,138,000 | ||||||||||
Equity based compensation | $ (2,610,000) | $ 2,407,000 | |||||||||||
Period to reinvest proceeds to not be included in the Sale | 180 days | ||||||||||||
Cash paid for acquired real estate investments | $ 30,300,000 | ||||||||||||
Properties Sold | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of properties sold (property) | property | 0 | 3 | 1 | 3 | |||||||||
Gain (loss) on sale of property | $ 800,000 | ||||||||||||
Forgiven | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party expenses | $ 0 | $ 571,000 | $ 1,177,000 | $ 1,730,000 | |||||||||
Gross Revenue, Managed Properties | Stand Alone, Single Tenant, Net Leased | Unaffiliated Third Party Property Management Services | Europe | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Property management fee, percent fee | 0.25% | ||||||||||||
Gross Revenue, Managed Properties | All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | Unaffiliated Third Party Property Management Services | Europe | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Property management fee, percent fee | 0.50% | ||||||||||||
Gross Revenue, Managed Properties | Singe Tenant Net Lease, Not Part of Shopping Center | Unaffiliated Third Party Property Management Services | Europe | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Property management fee, percent fee | 1.75% | ||||||||||||
Gross Revenue, Managed Properties | All Other Property Types, Other Than Stand Alone, Single Tenant, Net Leased and Not Part of Shopping Center | Unaffiliated Third Party Property Management Services | Europe | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Property management fee, percent fee | 3.50% | ||||||||||||
OPP | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Distributions paid related to LTIP Units | 200,000 | $ 500,000 | |||||||||||
Dividends payable | 0 | 0 | 0 | ||||||||||
Lock out period | 1 year | ||||||||||||
Contribution and Exchange Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from issuance of operating partnership units | $ 800,000 | ||||||||||||
The Letter Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party notes receivable acquired in Merger | $ 5,100,000 | 0 | 0 | $ 6,300,000 | |||||||||
Number of equal cash installments (installment) | installment | 8 | ||||||||||||
OP Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Distributions paid | $ 0 | $ 300,000 | $ 100,000 | $ 1,000,000 | |||||||||
Class B Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Equity based compensation | 14,500,000 | ||||||||||||
OP Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 0 | 181,841 | 61,280 | 181,841 | |||||||||
Conversion of stock (shares) | shares | 181,841 | 421,378 | |||||||||||
Global Net Lease Advisors, LLC | Advisor And Scott J. Bowman | Chief Executive Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Direct membership interest | 5.00% | 5.00% | |||||||||||
Global Net Lease Advisors, LLC | Scott J. Bowman | Chief Executive Officer | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Direct membership interest | 10.00% | ||||||||||||
Third party professional fees and offering costs | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to related parties | $ 1,200,000 | $ 1,200,000 | $ 2,200,000 | ||||||||||
Property management and leasing fees | Recurring Fees | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party expenses | 1,118,000 | $ 900,000 | 3,300,000 | $ 2,900,000 | |||||||||
Property management and leasing fees | Forgiven | Recurring Fees | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party expenses | $ 0 | 571,000 | $ 1,177,000 | 1,730,000 | |||||||||
AR Global, LLC | Global Net Lease Advisors, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Indirect membership interest | 90.00% | 90.00% | 95.00% | ||||||||||
Special Limited Partner | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Operating partnership units (shares) | shares | 258,504 | 258,504 | 81,481.3333333333 | ||||||||||
Advisor | Properties Sold | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due to related parties | $ 49,000 | $ 49,000 | $ 900,000 | ||||||||||
Gain (loss) on sale of property | 0 | 0 | 0 | ||||||||||
Advisor | Amended Advisory Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Minimum monthly base management fee | $ 18,000,000 | ||||||||||||
Amended Advisory Agreement, variable fee payable | 1.25% | ||||||||||||
Amended Advisory Agreement, incentive compensation payable in cash | 50.00% | ||||||||||||
Amended Advisory Agreement, incentive compensation payable in shares | 50.00% | ||||||||||||
Amended Advisory Agreement, incentive compensation, percent of core AFFO per share in excess of incentive hurdle of $0.78 per share | 15.00% | ||||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle one (usd per share) | $ / shares | $ 2.37 | ||||||||||||
Amended Advisory Agreement, incentive compensation, percent of core AFFO per share in excess of incentive hurdle of $1.02 per share | 10.00% | ||||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle two (usd per share) | $ / shares | $ 3.08 | ||||||||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM up to $5 Billion | 1.25% | ||||||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 5,000,000,000 | ||||||||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM of at least $15 billion | 0.95% | ||||||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range two | $ 15,000,000,000 | ||||||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three calculation base | 1.25% | ||||||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum Amount of assets under management, range three calculation denominator | $ 10,000,000,000 | ||||||||||||
Amended Advisory Agreement, minimum base management fee and incentive compensation payable, cap on AUM between $5 billion and $15 billion | 0.30% | ||||||||||||
Amended Advisory Agreement, variable fee payable, maximum sale of investments to trigger possible reduction | $ 200,000,000 | ||||||||||||
Advisor | Amended Advisory Agreement | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle possible annual increase | 1.00% | ||||||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 5,000,000,000 | ||||||||||||
Advisor | Amended Advisory Agreement | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle possible annual increase | 3.00% | ||||||||||||
Minimum base management fee and incentive compensation payable, cap on annum aggregate amount, maximum amount of assets under management, range three | $ 15,000,000,000 | ||||||||||||
Advisor | OP Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 487,252 | ||||||||||||
Advisor | OP Units | Contribution and Exchange Agreement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 27,776 | ||||||||||||
Advisor | Class B Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 575,438 | ||||||||||||
Advisor | American Realty Capital Global Advisors, LLC | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due from related parties | 16,000 | 16,000 | $ 5,200,000 | ||||||||||
Related party expenses | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Advisor | American Realty Capital Global Advisors, LLC | Contract Purchase Price | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Acquisition fees as a percentage of benchmark | 1.00% | ||||||||||||
Financing advance fees as a percentage of benchmark, expected third party costs | 0.50% | ||||||||||||
Advisor | American Realty Capital Global Advisors, LLC | Advance on Loan or Other Investment | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Financing advance fees as a percentage of benchmark | 1.00% | ||||||||||||
Advisor | American Realty Capital Global Advisors, LLC | Amount Available or Outstanding Under Financing Arrangement | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Acquisition and financing coordination fees as a percentage of benchmark | 0.75% | ||||||||||||
Advisor | American Realty Capital Global Advisors, LLC | Average Invested Assets | Maximum | Greater Of | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Operating expenses as a percentage of benchmark | 2.00% | 2.00% | |||||||||||
Advisor | American Realty Capital Global Advisors, LLC | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Maximum | Greater Of | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | |||||||||||
Service Provider | OP Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 115,967 | ||||||||||||
Conversion of stock (shares) | shares | 115,966.6666666667 | ||||||||||||
Individual Investor | OP Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Conversion of stock (shares) | shares | 305,411.3333333333 | ||||||||||||
Advisor and Service Provider | OP Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 575,438 | ||||||||||||
Advisor and Service Provider | Class B Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Antidilutive securities (shares) | shares | 575,438 | ||||||||||||
Property Manager | American Realty Capital Global Properties, LLC | Gross Revenue, Managed Properties | Maximum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Oversight fees as a percentage of benchmark | 1.00% | 1.00% | |||||||||||
Property Manager | American Realty Capital Global Properties, LLC | Gross Revenue, Managed Properties | Maximum | Stand Alone, Single Tenant, Net Leased | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Oversight fees as a percentage of benchmark | 2.00% | 2.00% | |||||||||||
Property Manager | American Realty Capital Global Properties, LLC | Gross Revenue, Managed Properties | Maximum | All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Oversight fees as a percentage of benchmark | 4.00% | 4.00% | |||||||||||
Subsequent Event | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of real estate properties, no longer subject to oversight fee | property | 12 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | |
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 16,000 | $ 16,000 | $ 16,000 | |||
Transfer Asset and Personnel Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 500,000 | |||||
Transfer Asset and Personnel Services | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 300,000 | |||||
Advisor | ||||||
Related Party Transaction [Line Items] | ||||||
Incentive compensation earned | $ 0 | $ 0 | $ 0 | |||
Advisor | United States | ||||||
Related Party Transaction [Line Items] | ||||||
Percent of fees waived | 100.00% | 100.00% | ||||
Advisor | Variable Base Management Fee | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | $ 800,000 | $ 0 | $ 2,100,000 | $ 0 | ||
Affiliated Entity | Transfer Asset and Personnel Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 200,000 | |||||
Affiliated Entity | Transfer Asset and Personnel Services | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 36,000 | |||||
Advisor and Dealer Manager | Transfer Asset and Personnel Services | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 300,000 | |||||
Advisor and Dealer Manager | Transfer Asset and Personnel Services | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 200,000 | |||||
Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 6,368,000 | 5,433,000 | 18,988,000 | 16,368,000 | ||
Incurred | General and Administrative Expense | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 25,000 | 73,000 | ||||
Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 571,000 | 1,177,000 | 1,730,000 | ||
Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | 688,000 | 688,000 | (3,500,000) | |||
Nonrecurring Fees | Related party notes receivable acquired in Merger | Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Related party notes receivable acquired in Merger | Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Related party notes receivable acquired in Merger | Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | 0 | 0 | (5,138,000) | |||
Nonrecurring Fees | Fees on gain from sale of investments | Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Fees on gain from sale of investments | Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Fees on gain from sale of investments | Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | 49,000 | 49,000 | 923,000 | |||
Nonrecurring Fees | Financing coordination fees | Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Financing coordination fees | Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Nonrecurring Fees | Financing coordination fees | Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | 0 | 0 | 16,000 | |||
Recurring Fees | Asset management fees | Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 5,250,000 | 4,500,000 | 15,647,000 | 13,500,000 | ||
Recurring Fees | Asset management fees | Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | 0 | 0 | 0 | ||
Recurring Fees | Asset management fees | Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | 217,000 | 217,000 | 447,000 | |||
Recurring Fees | Property management fees | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 1,118,000 | 900,000 | 3,300,000 | 2,900,000 | ||
Recurring Fees | Property management fees | Incurred | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 1,118,000 | 933,000 | 3,341,000 | 2,868,000 | ||
Recurring Fees | Property management fees | Forgiven | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expenses | 0 | $ 571,000 | 1,177,000 | $ 1,730,000 | ||
Recurring Fees | Property management fees | Payable | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | 422,000 | 422,000 | 252,000 | |||
Recurring Fees | Property management fees | Payable | Prepaid Expenses and Other Current Assets | ||||||
Related Party Transaction [Line Items] | ||||||
Related party (receivable) payable | $ (200,000) | $ (200,000) | $ (100,000) |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) | Feb. 28, 2017 | Feb. 25, 2016company | Jun. 02, 2015USD ($)shares | Apr. 08, 2015 | Apr. 07, 2015shares | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2016USD ($)shares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Distributions paid related to LTIP Units | $ 574,000 | $ 1,749,000 | ||||||||
OP Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
OPP (LTIP Units) | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
Common Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
Director | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued in lieu of cash (shares) | shares | 0 | 0 | ||||||||
Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable, cash | 50.00% | |||||||||
Annual retainer payable, restricted stock units | 50.00% | |||||||||
Restricted Share Plan | Independent Directors | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable | $ 100,000 | |||||||||
Restricted Share Plan | Non-Executive Chair | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable | 105,000 | |||||||||
Restricted Share Plan | Directors, Servicing on Committees | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Annual retainer payable | $ 30,000 | |||||||||
OPP | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares issued during the period (shares) | shares | 3,013,933.0666666669 | |||||||||
Restricted share vesting period | 30 days | |||||||||
Compensation (income) expense | $ (1,000,000) | $ 1,200,000 | $ (3,200,000) | $ 2,100,000 | ||||||
Award value, percent of market capitalization (percent) | 5.00% | |||||||||
Requisite service period | 5 years | 5 years | ||||||||
Distribution percent entitled to by LTIP holders | 10.00% | 10.00% | ||||||||
Distributions paid related to LTIP Units | $ 200,000 | $ 500,000 | ||||||||
Number of companies (company) | company | 2 | |||||||||
OPP | Period Three | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 3 years | |||||||||
Percentage of units vested | 33.33333% | |||||||||
OPP | Period One | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 1 year | |||||||||
Percentage of units vested | 33.33333% | |||||||||
OPP | Period Two | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 2 years | |||||||||
Percentage of units vested | 33.33333% | |||||||||
Stock Options | Stock Option Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized (shares) | shares | 500,000 | 500,000 | ||||||||
Shares issued during the period (shares) | shares | 0 | 0 | ||||||||
Restricted Stock | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares granted automatically upon election to board of directors (shares) | shares | 1,000 | |||||||||
Restricted share vesting period | 5 years | 5 years | ||||||||
Periodic vesting percentage | 20.00% | |||||||||
Compensation (income) expense | $ 100,000 | $ 300,000 | ||||||||
Restricted Stock | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation costs not yet recognized | $ 800,000 | $ 800,000 | ||||||||
Weighted average period of recognition | 2 years 6 months 15 days | |||||||||
Compensation (income) expense | $ 100,000 | $ 500,000 | ||||||||
Restricted Stock Units (RSUs) | Restricted Share Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted share vesting period | 3 years |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Restricted Shares or RSUs | |
Unvested, beginning balance (shares) | shares | 61,095 |
Vested (shares) | shares | (25,429) |
Granted (shares) | shares | 13,861 |
Forfeitures (shares) | shares | 0 |
Unvested, ending balance (shares) | shares | 49,527 |
Weighted-Average Issue Price | |
Unvested, beginning balance, weighted-average issue price (usd per share) | $ / shares | $ 25.07 |
Vested, weighted average issue price (usd per share) | $ / shares | 25.25 |
Granted, weighted average issue price (usd per share) | $ / shares | 22.54 |
Forfeitures, weighted average issue price (usd per share) | $ / shares | 0 |
Unvested, ending balance, weighted-average issue price (usd per share) | $ / shares | $ 24.27 |
Share-Based Compensation - Sc63
Share-Based Compensation - Schedule of Total Return (Details) - OPP | Jun. 02, 2015 |
Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute component, base percent | 4.00% |
Relative component, base percent | 4.00% |
Absolute component of total return, percent | 21.00% |
Relative component, 100% of cumulative total return, percent | 18.00% |
Relative component, 50% of cumulative total return, percent | 0.00% |
Relative component, 0% of cumulative total return, percent | 0.00% |
Performance Period | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 0.00% |
Performance Period | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 18.00% |
Annual Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute component, base percent | 4.00% |
Relative component, base percent | 4.00% |
Absolute component of total return, percent | 7.00% |
Relative component, 100% of cumulative total return, percent | 6.00% |
Relative component, 50% of cumulative total return, percent | 0.00% |
Relative component, 0% of cumulative total return, percent | 0.00% |
Annual Period | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 0.00% |
Annual Period | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 6.00% |
Interim Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute component, base percent | 4.00% |
Relative component, base percent | 4.00% |
Absolute component of total return, percent | 14.00% |
Relative component, 100% of cumulative total return, percent | 12.00% |
Relative component, 50% of cumulative total return, percent | 0.00% |
Relative component, 0% of cumulative total return, percent | 0.00% |
Interim Period | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 0.00% |
Interim Period | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative component, 50%-100% of cumulative total return, percent | 12.00% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to stockholders | $ 2,104 | $ 8,943 | $ 14,733 | $ 31,194 |
Adjustments to net income attributable to stockholders for common share equivalents | (186) | (190) | (556) | (577) |
Adjusted net income attributable to stockholders | $ 1,918 | $ 8,753 | $ 14,177 | $ 30,617 |
Basic and diluted net income per share attributable to stockholders (usd per share) | $ 0.03 | $ 0.16 | $ 0.21 | $ 0.54 |
Basic and diluted weighted average shares outstanding (shares) | 67,286,615 | 56,463,396 | 66,739,723 | 56,314,184 |
Earnings Per Share - Schedule65
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | Apr. 03, 2017 | Sep. 30, 2016 | Sep. 02, 2016 | Jun. 02, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 3,063,460 | 3,255,627 | 3,124,740 | 3,255,627 | ||||
Unvested restricted shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 49,527 | 59,853 | 49,527 | 59,853 | ||||
OP Units | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 0 | 181,841 | 61,280 | 181,841 | ||||
Conversion of stock (shares) | 181,841 | 421,378 | ||||||
OP Units | Advisor | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 487,252 | |||||||
OP Units | Individual Investor | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Conversion of stock (shares) | 305,411.3333333333 | |||||||
OP Units | Service Provider | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 115,967 | |||||||
Conversion of stock (shares) | 115,966.6666666667 | |||||||
OPP (LTIP Units) | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 3,013,933 | 3,013,933 | 3,013,933 | 3,013,933 | ||||
Original OP Units | Advisor | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 5 | |||||||
OP Units Issued at Listing | Advisor | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 27,776 | |||||||
Class B Units | Advisor | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities (shares) | 575,438 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
OPP (LTIP Units) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dilutive effect of share based compensation arrangements (shares) | 0 | 0 | 0 | 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) ft² in Millions | Oct. 27, 2017USD ($)ft²propertysubsidiary | Oct. 11, 2017USD ($)shares | Sep. 18, 2017USD ($) | Sep. 12, 2017USD ($)shares | Nov. 06, 2017USD ($)property | Sep. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($) |
Subsequent Event [Line Items] | |||||||
Rentable square feet (sqft) | ft² | 22.3 | ||||||
Payments to acquire real estate properties | $ 37,113,000 | $ 0 | |||||
Series A Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued (in shares) | shares | 4,000,000 | ||||||
Consideration received on sale of stock, gross | $ 100,000,000 | ||||||
New Credit Facility | Unsecured Debt | KeyBank National Association | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of debt | $ 80,000,000 | ||||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of subsidiaries | subsidiary | 12 | ||||||
Number of leased offices and industrial properties (leased office and industrial property) | property | 12 | ||||||
Rentable square feet (sqft) | ft² | 2.6 | ||||||
Number of real estate properties acquired (property) | property | 4 | ||||||
Payments to acquire real estate properties | $ 18,100,000 | ||||||
Subsequent Event | Series A Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued (in shares) | shares | 259,650 | ||||||
Consideration received on sale of stock, gross | $ 6,500,000 | ||||||
Proceeds from issuance of preferred stock, net | $ 6,300,000 | ||||||
Subsequent Event | New Property Management And Leasing Agreement (PMA) | |||||||
Subsequent Event [Line Items] | |||||||
Number of subsidiaries | subsidiary | 11 | ||||||
Subsequent Event | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of debt | $ 120,000,000 | ||||||
Subsequent Event | CMBS Loan Agreement | Secured Debt | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | $ 187,000,000 | ||||||
Stated interest rate | 4.369% | ||||||
Debt Issuance Costs, Gross | $ 2,200,000 | ||||||
Subsequent Event | New Credit Facility | Unsecured Debt | KeyBank National Association | Revolving Credit Facility | |||||||
Subsequent Event [Line Items] | |||||||
Repayment of debt | $ 120,000,000 |