Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
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, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shares, Shares Outstanding | 72,071,542 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Real estate investments, at cost (Note 3): | ||
Land | $ 411,339 | $ 402,318 |
Buildings, fixtures and improvements | 2,289,697 | 2,138,405 |
Construction in progress | 527 | 2,328 |
Acquired intangible lease assets | 656,361 | 629,626 |
Total real estate investments, at cost | 3,357,924 | 3,172,677 |
Less accumulated depreciation and amortization | (420,913) | (339,931) |
Total real estate investments, net | 2,937,011 | 2,832,746 |
Cash and cash equivalents | 155,188 | 102,425 |
Restricted cash | 3,491 | 5,302 |
Derivative assets, at fair value (Note 7) | 10,442 | 2,176 |
Unbilled straight-line rent | 46,227 | 42,739 |
Prepaid expenses and other assets | 34,395 | 22,617 |
Due from related parties | 16 | 16 |
Deferred tax assets | 999 | 1,029 |
Goodwill and other intangible assets, net | 22,357 | 22,771 |
Deferred financing costs, net | 6,932 | 6,774 |
Total Assets | 3,217,058 | 3,038,595 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net (Note 4) | 974,515 | 984,876 |
Revolving credit facility (Note 5) | 455,556 | 298,909 |
Term loan, net (Note 5) | 282,463 | 229,905 |
Acquired intangible lease liabilities, net | 32,118 | 31,388 |
Derivative liabilities, at fair value (Note 7) | 3,071 | 15,791 |
Due to related parties | 782 | 829 |
Accounts payable and accrued expenses | 26,369 | 23,227 |
Prepaid rent | 17,258 | 18,535 |
Deferred tax liability | 15,417 | 15,861 |
Taxes payable | 925 | 2,475 |
Dividends payable | 2,638 | 2,556 |
Total Liabilities | 1,811,112 | 1,624,352 |
Commitments and contingencies (Note 9) | 0 | 0 |
Stockholders' Equity (Note 8): | ||
7.25% Series A cumulative redeemable preferred shares, $0.01 par value, liquidation preference $25.00 per share, 13,409,650 and 5,409,650 authorized, 5,416,890 and 5,409,650 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 54 | 54 |
Common Stock, $0.01 par value, 100,000,000 shares authorized, 72,071,542 and 67,287,231 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 2,051 | 2,003 |
Additional paid-in capital | 1,954,264 | 1,860,058 |
Accumulated other comprehensive income | 17,102 | 19,447 |
Accumulated deficit | (569,448) | (468,396) |
Total Stockholders' Equity | 1,404,023 | 1,413,166 |
Non-controlling interest | 1,923 | 1,077 |
Total Equity | 1,405,946 | 1,414,243 |
Total Liabilities and Equity | $ 3,217,058 | $ 3,038,595 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Preferred stock, authorized (shares) | 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) | 72,071,542 | 67,287,231 |
Common stock, outstanding (shares) | 72,071,542 | 67,287,231 |
Redeemable Preferred Stock | ||
Preferred stock, dividend rate | 7.25% | 7.25% |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, liquidation preference (usd per share) | $ 25 | $ 25 |
Preferred stock, authorized (shares) | 13,409,650 | 5,409,650 |
Preferred stock, issued (shares) | 5,416,890 | 5,409,650 |
Preferred stock, outstanding (shares) | 5,416,890 | 5,409,650 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 71,924 | $ 64,870 | $ 210,981 | $ 192,693 |
Expenses (income): | ||||
Property operating | 5,301 | 7,202 | 20,982 | 22,008 |
Fire loss | 31 | 195 | ||
Fire recovery | (305) | (49) | ||
Operating fees to related parties | 6,956 | 6,390 | 20,925 | 17,833 |
Acquisition and transaction related | 2,804 | 1,141 | 5,243 | 2,280 |
General and administrative | 3,215 | 2,468 | 7,822 | 6,291 |
Equity-based compensation | 2,053 | (391) | 1,198 | (2,610) |
Depreciation and amortization | 30,195 | 29,879 | 89,504 | 84,490 |
Total expenses | 50,555 | 46,384 | 145,625 | 130,487 |
Operating income | 21,369 | 18,486 | 65,356 | 62,206 |
Other income (expense): | ||||
Interest expense | (15,104) | (12,479) | (42,494) | (35,644) |
Loss on extinguishment of debt | (2,612) | 0 | (3,897) | 0 |
(Loss) gain on dispositions of real estate investments | (1,933) | 275 | (5,751) | 1,089 |
Gain (loss) on derivative instruments | 1,290 | (3,125) | 4,688 | (6,585) |
Unrealized gain (loss) on undesignated foreign currency advances and other hedge ineffectiveness | 108 | 88 | 18 | (3,765) |
Other income | 44 | 2 | 67 | 12 |
Total other expense, net | (18,207) | (15,239) | (47,369) | (44,893) |
Net income before income tax | 3,162 | 3,247 | 17,987 | 17,313 |
Income tax expense | (530) | (760) | (2,800) | (2,176) |
Net income | 2,632 | 2,487 | 15,187 | 15,137 |
Net income attributable to non-controlling interest | 0 | 0 | 0 | (21) |
Preferred Stock dividends | (2,455) | (383) | (7,361) | (383) |
Net income attributable to common stockholders | $ 177 | $ 2,104 | $ 7,826 | $ 14,733 |
Basic and Diluted Earnings Per Share: | ||||
Basic and diluted net income per share attributable to common stockholders (usd per share) | $ 0 | $ 0.03 | $ 0.11 | $ 0.21 |
Weighted average shares outstanding: | ||||
Basic (shares) | 69,441,639 | 67,286,615 | 68,014,855 | 66,739,723 |
Diluted (shares) | 69,441,639 | 67,286,615 | 68,417,253 | 66,739,723 |
Rental income | ||||
Revenues: | ||||
Total revenues | $ 68,661 | $ 61,270 | $ 198,015 | $ 179,976 |
Operating expense reimbursements | ||||
Revenues: | ||||
Total revenues | $ 3,263 | $ 3,600 | $ 12,966 | $ 12,717 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 2,632 | $ 2,487 | $ 15,187 | $ 15,137 |
Other comprehensive income | ||||
Cumulative translation adjustment | (3,735) | 9,103 | (9,813) | 19,903 |
Designated derivatives, fair value adjustments | 1,721 | 2,710 | 7,468 | 5,939 |
Other comprehensive (loss) income | (2,014) | 11,813 | (2,345) | 25,842 |
Comprehensive income | 618 | 14,300 | 12,842 | 40,979 |
Amounts attributable to non-controlling interest | ||||
Net income | 0 | 0 | 0 | (21) |
Cumulative translation adjustment | 0 | (3) | 0 | (18) |
Designated derivatives, fair value adjustments | 0 | (3) | 0 | (11) |
Comprehensive income attributable to non-controlling interest | 0 | (6) | 0 | (50) |
Preferred Stock dividends | (2,455) | (383) | (7,361) | (383) |
Comprehensive (loss) income attributable to common stockholders | $ (1,837) | $ 13,911 | $ 5,481 | $ 40,546 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Redeemable Preferred Stock | Preferred Stock | Preferred StockRedeemable Preferred Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalRedeemable Preferred Stock | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders' Equity | Total Stockholders' EquityRedeemable Preferred Stock | Non-controlling interest |
Beginning Balance (shares) at Dec. 31, 2017 | 5,409,650 | 67,287,230.6666666716 | ||||||||||
Beginning Balance at Dec. 31, 2017 | $ 1,414,243 | $ 54 | $ 2,003 | $ 1,860,058 | $ 19,447 | $ (468,396) | $ 1,413,166 | $ 1,077 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Issuance of stock (shares) | 7,240 | 4,784,311 | ||||||||||
Issuance of stock | 94,149 | $ (247) | $ 48 | 94,101 | $ (247) | 94,149 | $ (247) | |||||
Common Stock dividends declared | (108,430) | (108,430) | (108,430) | |||||||||
Preferred Stock dividends declared | (7,361) | (7,361) | (7,361) | |||||||||
Equity-based compensation | 1,198 | 352 | 352 | 846 | ||||||||
Distributions to non-controlling interest holders | (448) | (448) | (448) | |||||||||
Net Income | 15,187 | 15,187 | 15,187 | |||||||||
Cumulative translation adjustment | (9,813) | (9,813) | (9,813) | |||||||||
Designated derivatives, fair value adjustments | 7,468 | 7,468 | 7,468 | |||||||||
Ending Balance (shares) at Sep. 30, 2018 | 5,416,890 | 72,071,542 | ||||||||||
Ending Balance at Sep. 30, 2018 | $ 1,405,946 | $ 54 | $ 2,051 | $ 1,954,264 | $ 17,102 | $ (569,448) | $ 1,404,023 | $ 1,923 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 15,187 | $ 15,137 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 48,153 | 44,065 |
Amortization of intangibles | 41,351 | 40,425 |
Amortization of deferred financing costs | 3,738 | 3,021 |
Amortization of below-market lease liabilities | (2,703) | (2,510) |
Amortization of above-market lease assets | 3,500 | 3,202 |
Amortization of above- and below- market ground lease assets | 743 | 705 |
Bad debt expense | 184 | 1,150 |
Unbilled straight-line rent | (4,828) | (8,987) |
Equity-based compensation | 1,198 | (2,610) |
Unrealized (gain) loss on foreign currency transactions, derivatives, and other | (4,921) | 8,501 |
Unrealized loss on undesignated foreign currency advances and other hedge ineffectiveness | (18) | 3,765 |
Payments for settlement of derivatives | 0 | (1,547) |
Loss on extinguishment of debt | 3,897 | 0 |
Loss (gain) on disposition of real estate investments | 5,751 | (1,089) |
Changes in operating assets and liabilities, net: | ||
Prepaid expenses and other assets | (11,962) | (3,819) |
Deferred tax assets | 30 | (96) |
Accounts payable and accrued expenses | 6,237 | 1,276 |
Prepaid rent | (1,277) | 2,082 |
Deferred tax liability | (444) | 1,526 |
Taxes payable | (1,550) | (2,262) |
Net cash provided by operating activities | 103,397 | 102,500 |
Cash flows from investing activities: | ||
Investment in real estate and real estate related assets | (267,379) | (37,113) |
Deposits for real estate acquisitions | (3,775) | 0 |
Capital expenditures | (2,614) | (1,203) |
Proceeds from dispositions of real estate investments | 23,310 | 12,440 |
Payments for settlement of derivatives | (561) | |
Proceeds for settlement of derivatives | 10,625 | |
Net cash used in investing activities | (251,019) | (15,251) |
Cash flows from financing activities: | ||
Borrowings under revolving credit facilities | 247,000 | 571,203 |
Repayments on revolving credit facilities | (87,375) | (810,798) |
Repayment of mezzanine facility | 0 | (56,537) |
Proceeds from mortgage notes payable | 332,424 | 0 |
Payments on mortgage notes payable | (317,595) | (21,836) |
Proceeds from (Payments for) Deposits Applied to Debt Retirements | (200) | 0 |
Payments on early extinguishment of debt charges | (2,398) | 0 |
Issuance of common stock, net | 94,149 | 18,542 |
Issuance of preferred stock, net | (247) | 96,348 |
Proceeds from term loan | 60,706 | 225,000 |
Payments of financing costs | (6,200) | (12,539) |
Dividends paid on Common Stock | (108,352) | (106,593) |
Dividends paid on Preferred Stock | (7,357) | 0 |
Distributions to non-controlling interest holders | (448) | (574) |
Advances/acquired related party receivable (Note 10) | 0 | 5,138 |
Net cash provided by (used in) financing activities | 204,107 | (92,646) |
Net change in cash, cash equivalents and restricted cash | 56,485 | (5,397) |
Effect of exchange rate changes on cash | (5,533) | 4,684 |
Cash, cash equivalents and restricted cash, beginning of period | 107,727 | 77,328 |
Cash, cash equivalents and restricted cash, end of period | 158,679 | 76,615 |
Cash, cash equivalents and restricted cash, end of period | 107,727 | 77,328 |
Supplemental Disclosures: | ||
Cash paid for interest | 37,766 | 32,380 |
Cash paid for income taxes | 4,350 | 4,438 |
Non-Cash Financing Activity | ||
Loss on extinguishment of debt | 1,499 | 0 |
Secured Debt | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of debt discounts and premiums, net and mezzanine loan | 1,131 | 548 |
Mortgages | Mezzanine Facility | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of debt discounts and premiums, net and mezzanine loan | $ 0 | $ 17 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2018 | |
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. The Company invests in commercial properties, with an emphasis on sale-leaseback transactions involving single tenant net-leased commercial properties. The Company was sponsored by an affiliate of AR Global Investments, LLC (the successor business to AR Capital LLC, "AR Global"). Affiliates of AR Global provide asset management services to the Company as described below. As of September 30, 2018 , the Company owned 336 properties consisting of 26.2 million rentable square feet, which were 99.5% leased, with a weighted-average remaining lease term of 8.6 years. Based on the percentage of annualized rental income on a straight-line basis as of September 30, 2018 , 52.9% of the Company's properties are located in the U.S. and 47.1% in Europe. 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, 2018 , 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 Global Net Lease Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. The Company has retained Global Net Lease Advisors, LLC (the "Advisor") to manage the Company's affairs on a day-to-day basis. The Company's properties are managed and leased by Global Net Lease Properties, LLC (the "Property Manager"). The Advisor, and the Property Manager are under common control with AR Global. These related parties receive compensation and fees for various services provided to the Company. Following the termination of Moor Park Capital Partners LLP (the "Former Service Provider"), effective as of March 17, 2018, the Advisor, together with its service providers, assumed full management responsibility of the Company’s European real estate portfolio. Prior to the termination of the Former Service Provider, the Former Service Provider provided, subject to the Advisor's oversight and pursuant to a service provider agreement (the “Service Provider Agreement”), 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. Since the termination of the Former Service Provider, the Advisor has built a European-focused management team and engaged third-party service providers to assume certain duties previously performed by the Former Service Provider. See Note 9 - Commitments and Contingencies for further details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation 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, 2018 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, 2017 , 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, 2018. There have been no significant changes to the Company's significant accounting policies during the nine months ended September 30, 2018 , other than those relating to new accounting pronouncements (see "Recently Issued Accounting Pronouncements" section below). The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany 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. Critical Accounting Policies Judgments and Estimates The Company regularly makes a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses in order to prepare its consolidated financial statements in conformity with GAAP. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, such as the prevailing economic and business environment. The Company adjusts such estimates when facts and circumstances dictate. The most significant estimates the Company makes include recoverability of accounts receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, determination of impairment of long-lived assets, valuation of derivative financial instruments, valuation of compensation plans, and estimating the useful life of a long-lived asset. Actual results could differ materially from those estimated. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or an asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases, above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the nine months ended September 30, 2018 and the year ended December 31, 2017 were asset acquisitions. Purchase Accounting and Acquisition of Real Estate The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired, including those acquired in the Company's merger (the "Merger"), which closed in December 2016, with American Realty Capital Global Trust II, Inc. ("Global II"), which was sponsored and advised by affiliates of AR Global, based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company's analysis of comparable properties in the Company's portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from 12 to 18 months . The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease, and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company's evaluation of the specific characteristics of each tenant’s lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company's pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Derivative Instruments 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 of the Company's foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company's cash receipts and payments in the Company's functional currency, the U.S. dollar ("USD"). 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 Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. Impairment of Long Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. Goodwill The Company evaluates goodwill for impairment at least annually or upon the occurrence of a triggering event. A triggering event is an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on our assessment, we determined that the goodwill is not impaired as of September 30, 2018 . Revenue Recognition The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease agreement and are reported on a straight-line basis over the initial term of the lease. Since many of the Company's leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. For new leases after acquisition, the commencement date is considered to be the date the lease is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. The Company reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company records an increase in the Company's allowance for uncollectible accounts or records a direct write-off of the receivable in the Company's consolidated statements of operations. Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable. Income Taxes The Company elected 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 has been organized and operated 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. The Company conducts business in various states and municipalities within the U.S. and Puerto Rico, the United Kingdom and Western 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 the Company's earnings and available cash. 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. Reportable Segments The Company determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate rental revenue and other income through the leasing of properties, which comprise 100% of total consolidated revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level. Out-of-Period Adjustments 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. Also, during the year ended December 31, 2017, the Company identified certain historical errors in its current taxes payable as well as its statement of comprehensive income (loss), consolidated statement of changes in equity, and statement of cash flows since 2013 which impacted the quarterly financial statements and annual periods previously issued. Specifically, when recording its annual provision, the Company had adjusted its current taxes payable to the cumulative amount of taxes payable without consideration for cumulative payments. This adjustment was made with an offsetting amount in cumulative translation adjustments within other comprehensive income ("OCI") and accumulated other comprehensive income ("AOCI"). As of December 31, 2016, income taxes payable were overstated and AOCI was understated by $4.7 million . OCI was understated by $2.9 million , $1.9 million and overstated by $0.1 million for the years ended December 31, 2016, 2015 and Pre-2015, respectively. We concluded that the errors noted above were not material to the current period or any historical periods presented and have adjusted the amounts on a cumulative basis in the year ended December 31, 2017. Recently Issued Accounting Pronouncements Adopted as of January 1, 2018: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606 ), and has since issued several additional amendments thereto (collectively referred to herein as "ASC 606"). ASC 606 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 adopted this guidance effective January 1, 2018, for all future financial statements issued, under the modified retrospective approach and it did not have an impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Also, in February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which updated guidance previously issued by ASU 2016-01. The guidance in ASU 2016-01 and 2018-01 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 adopted ASU 2016-01 and ASU 2018-03 effective January 1, 2018, using the modified retrospective transition method, and there was no material impact to the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides 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 adopted the new guidance beginning in the first quarter of 2018, with reclassification of prior period amounts, where applicable, and it did not have a significant impact on its statement of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which 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 early adopted the provisions of this guidance effective January 1, 2017. 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 of the Company's acquisitions during 2018 and 2017 have been classified as asset acquisitions. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Assets Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides 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 adopted this guidance effective January 1, 2018 using the modified transition method. 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): Scope of Modification Accounting, which provides 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 adopted this guidance effective January 1, 2018 using the modified retrospective transition method. 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. Pending Adoption as of September 30, 2018: ASU 2016-02, Leases (Topic 842) ("ASC 842") originally stated that companies would be required to bifurcate certain lease revenues between lease and non-lease components, however, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , in July 2018 ("ASU 2018-11"), which allows lessors a practical expedient by class of underlying assets to account for lease and non-lease components as a single lease component if certain criteria are met. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. ASC 842 originally required a modified retrospective method of adoption, however, ASU 2018-11 indicates that companies may be permitted to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The pronouncement allows some optional practical expedients. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company is a lessee for some properties in which it has ground leases as of September 30, 2018 . 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. The Company intends to take the practical expedients allowed under ASU 2018-11 and adopt the new provisions of ASC 842 prospectively on January 1, 2019. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. Early adoption is permitted for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815) : (Pa |
Real Estate Investments, Net
Real Estate Investments, Net | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Real Estate Investments, Net | Real Estate Investments, Net Property Acquisitions As of September 30, 2018 , included in other assets is $3.8 million in deposits primarily related to a pending acquisition with an aggregate acquisition price of $126.6 million . The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2018 and 2017 , based on the exchange rate at the time of purchase. All acquisitions in both periods were considered asset acquisitions for accounting purposes. Nine Months Ended September 30, (Dollar amounts in thousands) 2018 2017 Real estate investments, at cost: Land $ 24,269 $ 6,359 Buildings, fixtures and improvements 205,990 27,220 Total tangible assets 230,259 33,579 Acquired intangible lease assets: In-place leases 42,031 4,859 Above-market lease assets 48 47 Below-market lease liabilities (4,959 ) (1,372 ) Cash paid for acquired real estate investments $ 267,379 $ 37,113 Number of properties purchased 17 4 Acquired Intangible Lease Assets We allocate a portion of the fair value of real estate acquired to identified intangible assets and liabilities, consisting of the value of origination costs (tenant improvements, leasing commissions, and legal and marketing costs), the value of above-market and below-market leases, and the value of tenant relationships, if applicable, based in each case on their relative fair values. The Company periodically assesses whether there are any indicators that the value of the intangible assets may be impaired by performing a net present value analysis of future cash flows, discounted for the inherent risk associated with each investment. For the three and nine months ended September 30, 2018 , we did not record any impairment charges for the intangible assets associated with our real estate investments. Dispositions As of September 30, 2018 and December 31, 2017 , the Company did not have any properties that were classified as assets held for sale. The Company sold one real estate asset during the three months ended September 30, 2018 , located in Vandalia, Ohio for a total contract sales price of $5.0 million . Prior to the sale, the Company agreed to terminate the lease with the existing tenant and received a termination fee of $3.0 million in accordance with the terms of the lease, which is recorded in rental income in the accompanying consolidated statements of operations for the three months ended September 30, 2018 . At closing, the Company paid approximately $3.0 million in excess of proceeds received for the repayment of mortgage debt and recorded a loss of $1.9 million , which is reflected in loss on dispositions on real estate investments in the accompanying consolidated statements of operations for the three months ended September 30, 2018 . In addition to the sale of the real estate asset located in Vandalia, Ohio, the Company sold one other real estate asset, located in San Jose, California, during the nine months ended September 30, 2018 . This property was sold for a contract sales price of $20.3 million , resulting in net proceeds of $1.3 million after repayment of mortgage debt and a loss of $3.8 million , which is reflected in loss on dispositions of real estate investments in the accompanying consolidated statements of operations for the nine months ended September 30, 2018 . The total contract sales price for these two real estate assets was $25.3 million and, at closing, the Company paid approximately $1.7 million , net, in excess of proceeds received from the sales for the repayment of mortgage debt and a recorded a loss of $5.8 million , net. During the nine months ended September 30, 2017 , the Company sold a property located in Fort Washington, Pennsylvania for a total contract sales price of $13.0 million , resulting in net proceeds of $12.4 million and 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 for the three and nine months ended September 30, 2017 is a $0.3 million and $0.8 million reduction in the Gain Fee, respectively, payable to the Advisor as a result of reinvestments during the nine months ended September 30, 2017 ( see Note 10 — Related Party Transactions for details) and a $0.1 million reduction to gain on disposition associated with a property sold in 2016 related to post-closing settlement for deferred rent. 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, 2018 . 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) 2018 (remainder) $ 65,414 2019 264,029 2020 267,518 2021 268,287 2022 258,975 2023 234,943 Thereafter 777,237 $ 2,136,403 ___________________________________________ (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 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, 2018 and December 31, 2017 . The following table lists the country 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, 2018 and December 31, 2017 . Country, State or Territory September 30, December 31, United States* 52.9% 48.9% United Kingdom 20.3% 22.1% ___________________________________________ * There is no state in the United States that exceeded the 10.0% threshold. |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net Mortgage notes payable, net as of September 30, 2018 and December 31, 2017 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 32,957 $ 34,022 2.2% (2) Fixed Sep. 2020 Tokmanni 1 33,625 34,711 2.4% (2) Fixed Oct. 2020 France: Auchan 1 9,632 9,943 1.7% (2) Fixed Dec. 2019 Pole Emploi 1 6,731 6,948 1.7% (2) Fixed Dec. 2019 Sagemcom 1 41,661 43,006 1.7% (2) Fixed Dec. 2019 Worldline 1 5,802 5,990 1.9% (2) Fixed Jul. 2020 DCNS 1 11,024 11,381 1.5% (2) Fixed Dec. 2020 ID Logistics II 2 12,185 12,578 1.3% Fixed Jun. 2021 Germany Rheinmetall 1 12,301 12,698 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,222 5,391 2.4% Fixed Jan. 2019 RWE AG 3 72,529 74,872 1.6% (2) Fixed Oct. 2019 Rexam 1 5,959 6,301 1.8% (2) Fixed Aug. 2019 Metro Tonic 1 30,752 31,746 1.7% (2) Fixed Dec. 2019 ID Logistics I 1 4,642 4,792 1.0% Fixed Oct. 2021 Luxembourg: DB Luxembourg 1 41,777 43,126 1.4% (2) Fixed May 2020 The Netherlands: ING Amsterdam 1 51,061 52,710 1.7% (2) Fixed Jun. 2020 Total EUR denominated 22 377,860 390,215 United Kingdom: McDonald's — — 1,025 —% — — Wickes Building Supplies I — — 2,226 —% — — Everything Everywhere — — 5,397 —% — — Thames Water — — 8,096 —% — — Wickes Building Supplies II — — 2,626 —% — — Northern Rock — — 7,084 —% — — Wickes Building Supplies III — — 2,564 —% — — Provident Financial — — 17,203 —% — — Crown Crest — — 25,973 —% — — Aviva — — 21,183 —% — — Bradford & Bingley — — 10,200 —% — — Intier Automotive Interiors — — 6,375 —% — — Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity Capgemini — — 6,381 —% — — Fujitsu — — 33,435 —% — — Amcor Packaging — — 4,218 —% — — Fife Council — — 2,474 —% — — Malthrust — — 4,318 —% — — Talk Talk — — 5,161 —% — — HBOS — — 7,272 —% — — DFS Trading — — 13,680 —% — — DFS Trading — — 3,203 —% — — HP Enterprise Services — — 12,531 —% — — Foster Wheeler — — 53,026 —% — — Harper Collins — — 37,880 —% — — NCR Dundee — — 7,610 —% — — UK Multi-Property Cross Collateralized Loan 43 299,674 — 3.2% (3) Fixed Aug. 2023 Total GBP denominated 43 299,674 301,141 United States: Quest Diagnostics 1 52,800 52,800 4.2% (4) Variable Sep. 2019 Western Digital — — 17,363 —% (5) — — AT&T Services 1 33,550 33,550 2.0% (6) Variable Dec. 2020 FedEx Freight — — 6,165 —% — — Veolia Water — — 4,110 —% — — Multi-Tenant Mortgage Loan I 12 187,000 187,000 4.4% Fixed Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 — 4.4% Fixed Feb. 2028 Total USD denominated 22 306,100 300,988 Gross mortgage notes payable 87 983,634 992,344 2.9% Mortgage discount (696 ) (1,927 ) — Deferred financing costs, net of accumulated amortization (8,423 ) (5,541 ) — Mortgage notes payable, net 87 $ 974,515 $ 984,876 2.9% _______________________________ (1) Amounts borrowed in local currency and translated at the spot rate in effect at the applicable reporting date. (2) Fixed as a result of an interest rate swap agreement. (3) 80% fixed as a result of an interest rate swap agreement and 20% variable. Variable portion is at LIBOR rate in effect at September 30, 2018 . (4) The interest rate is 2.0% plus 1-month LIBOR. LIBOR rate in effect is as of September 30, 2018 . (5) The debt prepayment costs associated with the sale of Western Digital were $1.3 million . (6) The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement. LIBOR rate in effect is as of September 30, 2018 . 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, 2018 : (In thousands) Future Principal Payments (1) 2018 (remainder) $ — 2019 237,587 2020 209,796 2021 16,827 2022 — 2023 299,674 Thereafter 219,750 Total $ 983,634 _________________________ (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 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, 2018 , the Company was in compliance with all financial covenants under its mortgage notes payable agreements. As of September 30, 2018 , the unencumbered balance of the portfolio was $1.4 billion , of which approximately $1.3 billion of this amount was included in the unencumbered asset pool comprising the borrowing base under the Revolving Credit Facility and therefore is not available to serve as collateral for future borrowings. As of December 31, 2017, the Company was in breach of a loan-to-vacant possession financial covenant on one mortgage note payable agreement, which had an outstanding principal balance of $37.9 million ( £28.1 million ) as of December 31, 2017. During the fourth quarter of 2017, the Company repaid £0.8 million and in January 2018 the Company repaid €0.1 million of principal on two separate mortgage note payable agreements in order to cure these loan-to-value financial covenant breaches which did not result in events of default. The Company was in compliance with the remaining covenants under its mortgage notes payable agreements as of December 31, 2017. Multi-Tenant Mortgage Loan I On October 27, 2017, 12 wholly owned subsidiaries (the “Borrowers”) of the OP closed on a loan agreement (the “Loan Agreement”) with Column Financial, Inc. and Citi Real Estate Funding Inc. (collectively, the “Lenders”). The Multi-Tenant Mortgage Loan requires monthly interest-only payments, with the principal balance due on the maturity date and is secured by, among other things, the Borrowers’ interests in 12 single tenant net leased office and industrial properties. The Borrowers’ financial statements are included within the Company’s consolidated financial statements, however, the Borrowers’ assets and credit are only available to pay the debts of the Borrowers and their liabilities constitute obligations of the Borrowers. Multi-Tenant Mortgage Loan II On January 26, 2018, the Company entered into a multi-tenant mortgage loan, yielding gross proceeds of $32.8 million with a fixed interest rate of 4.32% and a 10 -year maturity in February 2028. The multi-tenant mortgage loan is secured by eight properties in six states, totaling approximately 627,500 square feet. Proceeds were used to pay down approximately $30.0 million of outstanding indebtedness under the Revolving Credit Facility (as defined in Note 5 — Credit Facilities ) and for general corporate purposes and future acquisitions. United Kingdom Multi-Property Loan On August 13, 2018, the Company entered into a multi-tenant mortgage loan, yielding gross proceeds of £230.0 million and bearing interest at a rate of 1.975% + 3-month GBP LIBOR, maturing in August 2023 (the "UK Loan"). With respect to the interest, 80% of the principal amount is fixed by a swap agreement, while the remaining 20% of the principal remains variable. The UK Loan is secured by all 43 of the Company's properties located in the United Kingdom. At closing, £209.0 million of the net proceeds were used to repay all outstanding mortgage indebtedness encumbering 38 of the 43 properties. The other five properties were unencumbered prior to the loan. |
Credit Facilities
Credit Facilities | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities The table below details the outstanding balances as of September 30, 2018 and December 31, 2017 under the credit agreement with KeyBank National Association (“KeyBank”), as agent, and the other lender parties thereto, which provides for a $632.0 million senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”) and a €246.5 million ( $286.8 million U.S. Dollar ("USD") based on prevailing exchange rates as of August 16, 2018) senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Credit Facility, the “Credit Facility”). September 30, 2018 December 31, 2017 (In thousands) TOTAL USD (1) USD GBP EUR TOTAL USD (2) USD GBP EUR Revolving Credit Facility $ 455,556 $ 368,625 £ 40,000 € 30,000 $ 298,909 $ 209,000 £ 40,000 € 30,000 Term Loan 286,033 — — 246,481 233,165 — — 194,637 Deferred financing costs (3,570 ) — — — (3,260 ) — — — Term Loan, Net 282,463 — — 246,481 229,905 — — 194,637 Total Credit Facility $ 738,019 $ 368,625 £ 40,000 € 276,481 $ 528,814 $ 209,000 £ 40,000 € 224,637 (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 for illustrative purposes, as applicable. (2) Assumes exchange rates of £1.00 to $1.35 for GBP and €1.00 to $1.20 for EUR as of December 31, 2017 for illustrative purposes, as applicable. Credit Facility - Terms On July 24, 2017, the Company, through the OP, entered into a credit agreement with KeyBank. Based on USD equivalents at closing, the aggregate total commitments under the Credit Facility were $725.0 million . On July 2, 2018, upon the Company's request, the lenders under the Credit Facility increased the aggregate total commitments from $722.2 million to $914.4 million , based on prevailing exchange rates on that date, with approximately $132.0 million of the increase allocated to the Revolving Credit Facility and approximately $60.2 million allocated to the Term Loan. The Company used all the proceeds from the increased borrowings under the Term Loan to repay amounts outstanding under the Revolving Credit Facility. Upon the Company's request, subject in all respects to the consent of the lenders in their sole discretion, the aggregate total commitments under the Credit Facility may be increased up to an aggregate additional amount of $35.6 million , allocated to either or both portions of the Credit Facility, with total commitments under the Credit Facility not to exceed $950.0 million . The Credit Facility consists of two components, a Revolving Credit Facility and a Term Loan. 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 Loan portion of the Credit 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 range of applicable interest rate margins is 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, 2018 , the Credit Facility had a weighted-average effective interest rate of 3.0% 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, 2018 , approximately $7.0 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. Prior Credit Facility - Terms On July 24, 2017, the Company terminated a credit facility (as amended from time to time, the "Prior Credit Facility") that provided for borrowings of up to $740.0 million (subject to borrowing base availability). Under the Prior Credit Facility, the Company had the option, to have draws under the Prior Credit Facility priced at either the Alternate Base Rate (as described below) plus, depending upon the Company's consolidated leverage ratio, 0.60% to 1.20% or at Adjusted LIBOR (as described below) plus, depending upon the Company's consolidated leverage ratio, 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. Mezzanine Facility In the fourth quarter of 2016, 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 provided for aggregate borrowings of 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 ). |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
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 and those inputs are significant. 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, 2018 and December 31, 2017 , 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, 2018 and December 31, 2017 , 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, 2018 Cross currency swaps, net (GBP & EUR) $ — $ 1,170 $ — $ 1,170 Foreign currency forwards, net (GBP & EUR) $ — $ 2,797 $ — $ 2,797 Interest rate swaps, net (GBP & EUR) $ — $ 3,369 $ — $ 3,369 Put options (GBP & EUR) $ — $ 34 $ — $ 34 2018 OPP (see Note 12 ) $ — $ — $ 27,600 $ 27,600 December 31, 2017 Cross currency swaps, net (GBP & EUR) $ — $ (4,511 ) $ — $ (4,511 ) Foreign currency forwards, net (GBP & EUR) $ — $ (2,737 ) $ — $ (2,737 ) Interest rate swaps, net (GBP & EUR) $ — $ (6,450 ) $ — $ (6,450 ) Put options (GBP & EUR) $ — $ 63 $ — $ 63 2015 OPP (see Note 12 ) $ — $ — $ (1,600 ) $ (1,600 ) The valuation of the 2018 OPP and 2015 OPP were determined using a Monte Carlo simulation. This analysis reflected the contractual terms of the 2018 OPP and 2015 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 determined that the 2018 OPP and 2015 OPP valuations in their entireties were 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, 2018 . 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, 2018 : (In thousands) 2018 OPP 2015 OPP Beginning Balance as of December 31, 2017 $ — $ 1,600 Fair value adjustment 27,600 (1,600 ) Ending balance as of September 30, 2018 $ 27,600 $ — 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. September 30, 2018 December 31, 2017 (In thousands) Level Carrying Amount Fair Value Carrying Amount Fair Value Mortgage notes payable (1) (2) (3) 3 $ 983,634 $ 982,535 $ 988,490 $ 963,751 Revolving Credit Facility (4) 3 $ 455,556 $ 457,538 $ 298,909 $ 297,890 Term Loan (4) 3 $ 282,463 $ 286,623 $ 229,905 $ 233,916 __________________________________________________________ (1) Carrying value includes $1.0 billion gross mortgage notes payable and $0.7 million mortgage discounts, net as of September 30, 2018 . (2) Carrying value includes $1.0 billion gross mortgage notes payable and $1.9 million mortgage discounts, net as of December 31, 2017 . (3) Mortgage notes payable are presented net of deferred financing costs of $8.4 million and $5.5 million as of September 30, 2018 and December 31, 2017 , respectively. (4) Both facilities are part of the Credit Facility ( see Note 5 — Credit Facilities for more information). The fair value of the gross Mortgage notes payable, the Revolving Credit Facility and the Term Loan are estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of borrowing arrangements. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective of Using Derivatives 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 of the Company's foreign operations expose the Company to fluctuations of 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 interest rate and currency risk management. The use of derivative financial instruments carries certain risks, including the risk that any counterparty to a contractual arrangement may not be able to perform under the agreement. To mitigate this risk, the Company only enters into a derivative financial instrument with a counterparty with a high credit rating with a major financial institution which the Company and its affiliates may also have other financial relationships with. The Company does not anticipate that any such counterparty will fail to meet its obligations. The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the consolidated balance sheets as of September 30, 2018 and December 31, 2017 : (In thousands) Balance Sheet Location September 30, December 31, Derivatives designated as hedging instruments: Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value $ — $ (304 ) Cross currency swaps (EUR) Derivative liabilities, at fair value — (3,328 ) Cross currency swaps (GBP) Derivative assets, at fair value 1,170 — Cross currency swaps (GBP) Derivative liabilities, at fair value — (1,183 ) Interest rate swaps (USD) Derivative assets, at fair value 5,992 2,093 Interest rate swaps (GBP) Derivative assets, at fair value 391 — Interest rate swaps (GBP) Derivative liabilities, at fair value — (3,713 ) Interest rate swaps (EUR) Derivative liabilities, at fair value (1,646 ) (2,446 ) Total $ 5,907 $ (8,881 ) Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 1,709 $ 20 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (46 ) (1,175 ) Foreign currency forwards (EUR-USD) Derivative assets, at fair value 1,146 — Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (12 ) (1,258 ) Put options (EUR) Derivative assets, at fair value 34 63 Interest rate swaps (EUR) Derivative liabilities, at fair value (1,368 ) (2,384 ) Total $ 1,463 $ (4,734 ) Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives 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. 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 2018 , such derivatives were used to hedge the variable cash flows associated with variable-rate debt. During the three and nine months ended September 30, 2018 , the Company recorded gains of approximately $0.1 million and $20,699 of ineffectiveness in earnings, respectively. During the three and nine months ended September 30, 2017 , the Company recorded gains of approximately $46,000 and $0.1 million of ineffectiveness in earnings, respectively. Additionally, during the three and nine months ended September 30, 2018 , 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 accelerated amounts were losses of $90,899 and $0.1 million for the three and nine months ended September 30, 2018 . Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $1.5 million will be reclassified from other comprehensive income as an increase to interest expense. As of September 30, 2018 and December 31, 2017 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2018 December 31, 2017 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 48 $ 239,740 19 $ 301,155 Interest rate swaps (EUR) 13 215,237 13 222,190 Interest rate swaps (USD) 3 150,000 3 150,000 Total 64 $ 604,977 35 $ 673,345 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 loss on derivative instruments in the third quarter of 2017. The remaining amount relating to GBP borrowings still outstanding will remain in AOCI and be recorded as an adjustment to interest expense over the term of the related GBP borrowings. 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 remain 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. 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, 2018 and 2017 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 Amount of gain (loss) recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) $ 2,018 $ (3,738 ) $ 8,656 $ (12,364 ) Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) $ (755 ) $ (1,461 ) $ (3,090 ) $ (4,523 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ 16 $ (1,102 ) $ (96 ) $ (1,007 ) 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 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. 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 (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 into earnings when the hedged net investment is either sold or substantially liquidated. As of September 30, 2018 and December 31, 2017 , the Company had the following outstanding foreign currency derivatives that were designated as net investment hedges used to hedge its net investments in foreign operations: September 30, 2018 December 31, 2017 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Cross currency swaps (EUR-USD) — $ — 3 $ 43,222 Cross currency swaps (GBP-USD) 1 64,007 1 66,282 Foreign currency forwards (EUR-USD) — — 1 12,099 Total 1 $ 64,007 5 $ 121,603 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, 2018 , total foreign currency advances under the Credit Facility were approximately $373.0 million , which reflects advances of £40 million ( $52.1 million based upon an exchange rate of £1.00 to $1.30 , as of September 30, 2018 ) and advances of €276.5 million ( $320.8 million based upon an exchange rate of €1.00 to $1.16 , as of September 30, 2018 ). The Company designates its net investment hedge position on the first day of each quarterly period. The table below presents the currency draws designated as net investment hedges and the related net investments in real estate designated in foreign currency. July 1, 2018 (In thousands) GBP EUR Currency draws (1) £ 40,000 € 276,481 Net Investments in Real Estate Denominated in Foreign Currency (2) £ 92,213 € 349,881 (1) $52.1 million and $320.8 million , respectively, based on the aforementioned exchange rates as of September 30, 2018 . (2) $120.1 million and $406.0 million , respectively, based on the aforementioned exchange rates as of September 30, 2018 . The Company records adjustments to earnings for currency impacts related to undesignated excess positions, if any. There were no undesignated excess positions as of July 1, 2018. The Company recorded gains of $ 0.1 million and losses of $3.8 million for the three and nine months ended September 30, 2017 , respectively, due to currency changes on the undesignated excess, as of July 1, 2017, of the foreign currency advances over the related net investments. 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. 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 gains of $1.4 million and $4.8 million on the non-designated hedges for the three and nine months ended September 30, 2018 , respectively. 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. As of September 30, 2018 and December 31, 2017 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2018 December 31, 2017 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP-USD) 46 $ 43,500 24 $ 32,116 Foreign currency forwards (EUR-USD) 41 42,428 22 35,712 Interest rate swaps (EUR) 5 140,573 6 414,093 Options (GBP-USD) — — 1 675 Options (EUR-USD) 1 2,500 5 9,250 Total 93 $ 229,001 58 $ 491,846 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company's derivatives as of September 30, 2018 and December 31, 2017 . 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, 2018 $ 10,442 $ — $ — $ 10,442 $ (55 ) $ — $ 10,387 September 30, 2018 $ — $ (3,071 ) $ — $ (3,071 ) $ 55 $ — $ (3,016 ) December 31, 2017 $ 2,176 $ (15,791 ) $ — $ (13,615 ) $ — $ — $ (13,615 ) 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 4 — Mortgage Notes Payable, Net ). 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, 2018 , 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 $3.5 million . As of September 30, 2018 , 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, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock As of September 30, 2018 and December 31, 2017 , the Company had 72.1 million and 67.3 million shares of Common Stock outstanding, respectively, excluding unvested restricted shares of Common Stock ("restricted shares") and 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 second quarter of 2017, all outstanding limited partnership units in the OP ("OP Units") which were held by limited partners other than the Company, and totaled 181,841 , were converted into Common Stock. 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, the impact of which was already reflected in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2018. Equity Distribution Agreement - Common Stock 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. 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”). During the three and nine months ended September 30, 2018 , the Company sold 164,927 shares of Common Stock through the ATM Program for gross proceeds of $3.5 million , before commissions paid of $35,140 and additional issuance costs of $0.3 million . Underwriting Agreement - Common Stock On August 20, 2018, the Company completed the issuance and sale of 4,600,000 shares of Common Stock (including 600,000 shares issued and sold pursuant to the underwriters' exercise of their option to purchase additional shares in full) in an underwritten public offering at a price per share of $20.65 . The gross proceeds from this offering were $95.0 million before deducting the underwriting discount of $3.8 million and additional offering expenses of $0.3 million . Preferred Stock The Company is authorized to issue up to 16,670,000 shares of Preferred Stock, of which it has classified and designated 13,409,650 and 5,409,650 as authorized shares of its 7.25% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share ("Series A Preferred Stock"), as of September 30, 2018 and December 31, 2017 , respectively. The Company had 5,416,890 and 5,409,650 shares of Series A Preferred Stock issued and outstanding, as of September 30, 2018 and December 31, 2017 , respectively. Equity Distribution Agreement - Series A Preferred Stock In March 2018, the Company entered into an equity distribution agreement with Ladenburg Thalmann & Co. Inc., BMO Capital Markets Corp. and B. Riley FBR, Inc. to raise aggregate sales proceeds of $200.0 million from time to time pursuant to an ATM Program for its Series A Preferred Stock (the "Preferred Stock ATM Program"). During the three months ended September 30, 2018 , the Company sold 3,225 shares of Series A Preferred Stock through the Preferred Stock ATM Program for gross proceeds of $81,009 , before commissions paid of $1,215 and additional issuance costs of $0.1 million . During the nine months ended September 30, 2018 , the Company sold 7,240 shares of Series A Preferred Stock through the Preferred Stock ATM Program for gross proceeds of $0.2 million , before commissions paid of $2,724 and additional issuance costs of $0.4 million . Monthly Dividends The Company generally pays dividends on Common Stock on the 15th day of each month (or, if not a business day, the next succeeding business day) to Common Stock holders of record on the applicable record date during the month at an annualized rate of $2.13 per share or $0.1775 per share on a monthly basis. Prior to July 2018, the record date for the Company’s regular dividend was generally the 8th day of the applicable 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 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, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Ground Leases Certain properties that the Company owns 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 non-cancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2018 (remainder) $ 347 2019 1,390 2020 1,390 2021 1,390 2022 1,390 2023 1,390 Thereafter 41,085 Total $ 48,382 The Company incurred rent expense on ground leases of $0.4 million and $1.1 million during the three and nine months ended September 30, 2018 , respectively. 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. 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. On January 25, 2018, the Former Service Provider filed a complaint against (i) GNL and the OP; (ii) the Property Manager, Global Net Lease Special Limited Partner, LLC (the "Special Limited Partner"), an affiliate of AR Global that directly owns the Advisor and the Property Manager, and the Advisor (collectively, the “GNL Advisor Defendants”); and (iii) AR Capital Global Holdings, LLC, and AR Global (together, the “AR Defendants”), in the Supreme Court of the State of New York, County of New York ("New York Supreme Court"). The complaint alleges that the notice sent to the Former Service Provider by the Company on January 15, 2018, terminating the Former Service Provider Agreement, was a pretext to enable the AR Defendants to seize the Former Service Provider's business. The complaint alleges breach of contract against GNL, the OP and the GNL Advisor Defendants, and tortious interference against the AR Defendants. The complaint seeks: (i) monetary damages against the defendants, (ii) to enjoin the termination of the Service Provider Agreement, and (iii) judgment declaring the termination to be void. The defendants believe the allegations in the complaint are without merit, and intend to defend against them vigorously. On January 26, 2018, the Former Service Provider made a motion seeking to preliminarily enjoin the defendants from terminating the Service Provider Agreement pending resolution of the lawsuit. On February 13, 2018, the defendants responded and moved to dismiss. At a hearing on March 15, 2018, the New York Supreme Court issued a ruling (i) denying the Former Service Provider’s request for a preliminary injunction preventing defendants from terminating the Former Service Provider, (ii) dismissing the Former Service Provider’s claim for a declaratory judgment that the termination is void and of no force and effect, and (iii) allowing the Former Service Provider’s remaining claims to proceed. On April 16, 2018, the defendants filed answers and counterclaims against the Former Service Provider alleging damages resulting from the Former Service Provider’s underperformance of its duties, as well as damages related to the Former Service Provider’s retention of approximately $91,000 in pre-paid fees for the post-termination period. The New York Supreme Court held a preliminary conference on April 17, 2018 at which it set a discovery schedule, and the parties have begun discovery. During the three and nine months ended September 30, 2018 , the Company incurred $0.5 million and $1.9 million , respectively, of litigation costs relating to the matter, which are included in acquisition and transaction related costs in our Consolidated Statement of Operations. 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, 2018 , 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As of September 30, 2018 and December 31, 2017 , AR Global and its affiliates and a subsidiary of the Former Service Provider owned, in the aggregate, 35,900 and 39,904 shares of outstanding Common Stock, respectively. The Advisor and its affiliates currently may, and, the Former Service Provider previously could incur costs and fees on behalf of the Company. The Company had $16,000 of receivables from related parties and $0.8 million of payables to affiliates of the Advisor, as of September 30, 2018 and December 31, 2017 , respectively. As of September 30, 2018 , AR Global indirectly owned 95% of the membership interests in the Advisor, while 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. The Advisor, the Former Service Provider, the Special Limited Partner and individual investors all previously held OP Units, however on April 1, 2017, the remaining 181,841 OP Units which were held by individual members and employees of AR Global, were converted into Common Stock. There were no OP Units held by anyone other than the Company outstanding as of September 30, 2018 and December 31, 2017 . The OP made cash distributions to partners other than the Company of $0.1 million during the nine months ended September 30, 2017 . In addition, in connection with the OPP, the Company paid $0.2 million and $0.4 million in distributions on the LTIP Units during the three and nine months ended September 30, 2018 , respectively, which are included in accumulated deficit in the consolidated statement of changes in equity. As of September 30, 2018 and December 31, 2017 , the Company had no unpaid distributions on the LTIP Units. 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"), which became the parent company of the Former Dealer Manager in December 2012, and certain of its affiliates that provided services to the Company, filed for Chapter 11 bankruptcy protection in January 2016. In May 2016, RCAP and its affiliated debtors emerged from bankruptcy under the new name of Aretec Group, Inc. On March 8, 2017, the creditor trust established in connection with the RCAP bankruptcy filed suit against AR Capital, AR Global, the Advisor, advisors of other entities sponsored by AR Global, and AR Global's principals, and RCAP Holdings, LLC. The suit alleges, among other things, certain breaches of duties to RCAP. The Company is not a defendant in the suit, nor are there any allegations that the Advisor engaged in any wrongful conduct. On May 26, 2017, the defendants moved to dismiss. On November 30, 2017, the Court issued an opinion partially granting the defendants’ motion to dismiss. On December 7, 2017, the creditor trust moved for limited reargument of the court's partial dismissal of its breach of fiduciary duty claim, and on January 10, 2018, the defendants filed a supplemental motion to dismiss certain claims. On April 5, 2018, the court issued an opinion denying the creditor trust's motion for reconsideration while partially granting the defendants' supplemental motion to dismiss. The Advisor has informed the Company that it believes that the suit is without merit and intends to defend against it vigorously. Fees Paid in Connection with the Operations of the Company On June 2, 2015, concurrent with its listing on the NYSE, the Company entered into the advisory agreement with the Advisor (the "Advisory Agreement"), which was subsequently amended on August 14, 2018 (the "August Amendment") and November 6, 2018 (the "November Amendment") (see Note 14 — Subsequent Events for additional information). These amendments only revise the provisions regarding the effective annual thresholds of Core AFFO Per Share (as defined in the Advisory Agreement) that the Company must satisfy for the Advisor to be paid Incentive Compensation (as defined in the Advisory Agreement). Under the Advisory Agreement, the Company pays the Advisor the following fees in cash: (i) a base fee of $18.0 million per annum payable in cash monthly in advance (“Minimum Base Management Fee”); and (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”). Additionally, the Company pays the Advisor the Incentive Compensation, an amount earned each quarter, 50% payable in cash and 50% payable in shares of Common Stock (subject to certain lock up restrictions). Under the Advisory Agreement, prior to the August Amendment, the Incentive Compensation was 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 were subject to annual increases of 1% to 3% . Under the Advisory Agreement, as amended by the August Amendment, the Incentive Fee Lower Hurdle (as defined in the Advisory Agreement) was decreased from $2.37 to (a) $2.15 for the 12 months ending June 30, 2019, and (b) $2.25 for the 12 months ending June 30, 2020, and the Incentive Fee Upper Hurdle (as defined in the Advisory Agreement) was decreased from $3.08 to (a) $2.79 for the 12 months ending June 30, 2019, and (b) $2.92 for the 12 months ending June 30, 2020. During the three and nine months ended September 30, 2018 Incentive Compensation expense was $0.4 million . In addition, the August Amendment revised the provisions in the Advisory Agreement governing adjustments to these annual thresholds. The annual thresholds may, beginning with effect from July 1, 2020, be increased each year in the sole discretion of a majority of the Company’s independent directors (in their good faith reasonable judgment, after consultation with the Advisor), by a percentage equal to between 0% and 3% instead of 1% and 3% . In addition, in August 2023 and every five years thereafter, the Advisor will have a right to request that the Company’s independent directors reduce the then current Incentive Fee Lower Hurdle and Incentive Fee Upper Hurdle and make a determination whether any reduction in the annual thresholds is warranted. 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, as amended by the November Amendment, 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) gain (or loss) from the sale of investments; (h) impairment loss 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 gain (loss) resulting from consolidation from, or deconsolidation to, equity accounting, (p) consolidated and unconsolidated partnerships and joint ventures and (q) Incentive Compensation, (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. Property Management Fees 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. Solely with respect to the Company's investments in properties located in Europe, prior to the effectiveness of the termination of the Former Service Provider in March 2018, the Former Service Provider received, from the Property Manager, a portion of the fees payable to the Property Manager 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 was 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 Former Service Provider. Following the termination of the Former Service Provider, the Former Service Provider no longer receives any amounts from the Advisor. For additional information, see Note 1 — Organization. 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, 2018 2017 2018 2017 (Receivable) Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2018 December 31, 2017 One-time fees and reimbursements: Fees on gain from sale of investments $ — $ — $ — $ — $ — — $ — $ — $ 49 (2) $ 49 (2) Ongoing fees (5) : Asset management fees (1) 5,312 — 5,250 — 16,852 — 15,647 — — 240 (2) Property management fees 1,283 — 1,118 — 3,712 — 3,341 1,177 — (2) (3) 59 (2) (3) Incentive compensation 361 — — — 361 — — — — — Total related party operational fees and reimbursements $ 6,956 $ — $ 6,368 $ — $ 20,925 $ — $ 18,988 $ 1,177 $ 49 $ 348 (4) ___________________________________________________________________________ (1) The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash equal to one quarter and three quarters of the annual Minimum Base Management Fee for the three and nine months ended September 30, 2018 , respectively, and, the Variable Base Management Fee of $1.3 million and $3.7 million for the three and nine months ended September 30, 2018 , respectively. The Variable Base Management Fee was $0.8 million and $2.1 million for the three and nine months ended September 30, 2017 , respectively. (2) Balance included within due to related parties on the consolidated balance sheets as of September 30, 2018 and December 31, 2017 . (3) Prepaid property management fees of zero and $0.2 million as of September 30, 2018 and December 31, 2017 , respectively, are not included in the table above and are included in prepaid expenses and other assets on the consolidated balance sheets. (4) In addition, as of December 31, 2017 due to related parties includes $0.3 million of costs accrued for Global II Advisor, $0.1 million of costs accrued for transfer agent fees and $0.1 million of costs relating to RCS Advisory (as defined below), all of which are not reflected in the table above. (5) In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor or the Property Manager may forgive certain fees including asset management and property management fees. Because the Advisor or the Property Manager may forgive certain fees, cash flow from operations that would have been paid to the Advisor or the Property Manager 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 or the Property Manager at any point in the future. Professional Fees and Other Reimbursements The Company reimburses the Advisor's costs of providing 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, unless the excess amount is otherwise approved by the Company's board of directors. Additionally, the Company reimburses the Advisor for expenses of the Advisor and its affiliates incurred on behalf of the Company, except for those expenses that are specifically the responsibility of the Advisor under the Advisory Agreement, such as fees and compensation paid to the Former Service Provider prior to its termination 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 incurred from the Advisor for providing services during the three and nine months ended September 30, 2018 and 2017 . In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs or property operating expenses. These absorbed costs are presented net in the accompanying consolidated statements of operations. During the three and nine months ended September 30, 2018 and 2017 , there were no property operating and general administrative expenses absorbed by the Advisor. 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 transactions 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 ended September 30, 2017 , the Company reinvested proceeds of $30.3 million and sold one property which resulted in the Gain Fee due to the Advisor of $0.6 million . As of September 30, 2018 and December 31, 2017, the Gain Fee due to the Advisor was approximately $49,000 . There was no Gain Fee for the three and nine months ended September 30, 2018 . 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 66,344 Class B Units of limited partnership interest of Global II’s OP ("Global II Class B Units"), previously issued to the Global II Advisor 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 2.27 times the 30 -day volume weighted-average price of each share of Common Stock on the date of the Merger. Upon consummation of the Merger, Class B Units were tendered to the Company and the balance of the excess amount of $5.1 million is 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 payments with respect to the excess organization and offering costs incurred by Global II. |
Economic Dependency
Economic Dependency | 9 Months Ended |
Sep. 30, 2018 | |
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, 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. 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, 2018 | |
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 Common 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 will be equal to the fair market value of a share of Common Stock on the last business day preceding the annual meeting of stockholders. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of September 30, 2018 and December 31, 2017 , 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 of Common Stock ("Restricted Shares") and restricted stock units in respect of shares of Common Stock ("RSUs") 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. We pay independent director compensation as follows: (i) the annual retainer payable to all independent directors is $100,000 per year, (ii) the annual retainer for the non-executive chair is $105,000 , (iii) the annual retainer for independent directors serving on the audit committee, compensation committee or nominating and corporate governance committee is $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 RSP, the number of shares of Common Stock available for awards is equal to 10.0% of the Company's outstanding shares of Common Stock on a fully diluted basis at any time. If any awards granted under the RSP are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the RSP. Restricted Share awards entitle the recipient to receive shares of Common Stock from us under terms that provide for vesting over a specified period of time. Restricted Shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of Restricted Shares may receive cash dividends prior to the time that the restrictions on the Restricted Shares have lapsed. Any dividends to holders of Restricted Shares payable in shares of Common Stock are subject to the same restrictions as the underlying Restricted Shares. RSUs represent a contingent right to receive shares of Common Stock at a future settlement date, subject to satisfaction of applicable vesting conditions and/or other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of Common Stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and/or other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of Common Stock. RSU award agreements generally provide for accelerated vesting of all unvested RSUs in connection with a termination without cause from the Company’s board of directors or a change of control and accelerated vesting of the portion of the unvested RSUs scheduled to vest in the year of the recipient’s voluntary resignation from or failure to be re-elected to the Company’s board of directors. The following table reflects the amount of RSUs outstanding as of September 30, 2018 : Number RSUs Weighted-Average Issue Price Unvested, December 31, 2017 49,112 $ 24.29 Vested (19,384 ) 24.43 Granted 17,039 18.34 Forfeitures — — Unvested, September 30, 2018 46,767 22.05 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. Compensation expense related to RSUs was $0.1 million and $0.4 million for the three and nine months ended September 30, 2018 , respectively. Compensation expense related to RSUs was $0.1 million and $0.5 million for the three and nine months ended September 30, 2017 , respectively. Compensation expense is recorded as equity-based compensation in the accompanying consolidated statements of operations. As of September 30, 2018 , the Company had $0.8 million unrecognized compensation costs related to unvested RSUs granted under the RSP. The cost is expected to be recognized over a weighted-average period of 2.0 years . Multi-Year Outperformance Agreement On July 19, 2018, the Company and the OP, entered into the 2018 OPP with the Advisor. The 2018 OPP was entered into in connection with the conclusion of the performance period under the 2015 OPP since no LTIP Units had been earned under the 2015 OPP as of June 2, 2018 (the "2018 OPP Effective Date"). The 2018 OPP Effective Date was also the final date of the performance period under the 2015 OPP. Because no performance goals under the 2015 OPP were achieved, no LTIP Units issued under the 2015 OPP were earned and all LTIP Units issued under the 2015 OPP were automatically forfeited without the payment of any consideration by the Company or the OP effective as of the 2018 OPP Effective Date. The Company recorded equity-based compensation expense associated with the awards pursuant to the 2015 OPP over the requisite service period on a graded vesting basis. Under the 2018 OPP, total equity-based compensation expense was valued and will be recorded evenly over the requisite service period of approximately 2.85 years from the grant date. The equity-based compensation expense will be adjusted each reporting period for changes in the estimated market-related performance. The Company recorded compensation expense related to the 2018 OPP of $1.9 million for the three months ended September 30, 2018 , and $0.8 million , net for the 2015 OPP and 2018 OPP for the nine months ended September 30, 2018 . During the three and nine months ended September 30, 2017 , the Company recorded income of $1.0 million and $3.2 million , respectively, related to the 2015 OPP. LTIP Units/Distributions/Redemption The rights of the Advisor as the holder of the LTIP Units (whether issued pursuant to the 2015 OPP or the 2018 OPP) are governed by the terms of the LTIP Units contained in the agreement of limited partnership of the OP. Until an LTIP Unit is earned in accordance with the provisions of the applicable out performance award agreement, the holder of the LTIP Unit will be entitled to distributions on the LTIP Unit equal to 10% of the distributions (other than distributions of sale proceeds) made on an OP Unit. The Company paid $0.4 million and $0.5 million in distributions related to LTIP Units during the nine months ended September 30, 2018 and 2017, respectively, which is included in accumulated deficit in the consolidated statement of changes in equity. Distributions paid with respect to an LTIP Unit will not be subject to forfeiture, even if the LTIP Unit is ultimately forfeited because it is not earned in accordance with the terms of the agreement under which it was issued. After an LTIP Unit is earned, the holder will be entitled to a priority catch-up distribution per earned LTIP Unit equal to the accrued distributions on OP Units during the applicable performance period, less distributions already paid on the LTIP Unit during the performance period. As of the valuation date on the final day of the applicable performance period, the earned LTIP Units will become entitled to the same distributions as OP Units. 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 the LTIP Unit into an OP Unit in accordance with the limited partnership agreement of the OP. In accordance with, and subject to the terms of, the limited partnership agreement of the OP, OP Units may be redeemed on a one-for-one basis for, at the Company’s election, shares of Common Stock or the cash equivalent thereto. 2018 OPP Based on a maximum award value of $50.0 million and $19.57 (the “Initial Share Price”), the closing price of Common Stock on June 1, 2018, the trading day prior to the 2018 OPP Effective Date, the Advisor was issued a total of 2,554,930 LTIP Units (the “Award LTIP Units”) pursuant to the 2018 OPP. The Award LTIP Units represent the maximum number of LTIP Units that could be earned by the Advisor based on the Company’s total shareholder return (“TSR”), including both share price appreciation and Common Stock dividends, against the Initial Share Price over a performance period (the “Performance Period”), commencing on the 2018 OPP Effective Date and ending on the earliest of (i) June 2, 2021, the third anniversary of the 2018 OPP Effective Date, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company. Half of the Award LTIP Units (the “Absolute TSR LTIP Units”) will be eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute TSR with respect to threshold, target and maximum performance goals for the Performance Period as follows: Performance Level (% of Absolute TSR LTIP Units Earned) Absolute TSR Number of Absolute TSR LTIP Units Earned Below Threshold — % Less than 24 % — Threshold 25 % 24 % 319,366 Target 50 % 30 % 638,733 Maximum 100 % 36 % or higher 1,277,465 If the Company’s absolute TSR is more than 24% but less than 30% , or more than 30% but less than 36% , the percentage of the Absolute TSR LTIP Units earned will be determined using linear interpolation as between those tiers, respectively. Half of the Award LTIP Units (the “Relative TSR LTIP Units”) will be eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points (bps), whether positive or negative, by which the Company’s absolute TSR on the Valuation Date exceeds the average TSR of a peer group consisting of Government Properties Income Trust, Lexington Realty Trust, Select Income REIT and W.P. Carey Inc. as of the Valuation Date as follows: Performance Level (% of Relative TSR LTIP Units Earned) Relative TSR Excess Number of Absolute TSR LTIP Units Earned Below Threshold — % Less than -600 basis points — Threshold 25 % -600 basis points 319,366 Target 50 % — basis points 638,733 Maximum 100 % +600 basis points 1,277,465 If the relative TSR excess is more than -600 basis points but less than 0 basis points, or more than 0 basis points but less than +600 bps, the percentage of the Relative TSR LTIP Units earned will be determined using linear interpolation as between those tiers, respectively. If the Valuation Date is the effective date of a Change of Control or a termination of the Advisor for any reason (i.e., with or without cause), then calculations relating to the number of Award LTIP Units earned pursuant to the 2018 OPP will be performed based on actual performance as of (and including) the effective date of the Change of Control or termination (as applicable) based on the performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years but without pro-rating the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn to reflect the shortened period. The award of LTIP Units under the 2018 OPP is administered by the compensation committee of the Company’s board of directors, provided that any of the compensation committee’s powers can be exercised instead by the board if the board so elects. Following the Valuation Date, the compensation committee is responsible for determining the number of Absolute TSR LTIP Units and Relative TSR LTIP Units earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIP Units and Relative TSR LTIP Units (or OP Units into which they may be converted in accordance with the terms of the agreement of limited partnership of the OP). LTIP Units earned as of the Valuation Date will also become vested as of the Valuation Date. Any LTIP Units that are not earned and vested after the Compensation Committee makes the required determination will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP, effective as of the Valuation Date. The rights of the Advisor as the holder of the LTIP Units are governed by the terms of the LTIP Units contained in the agreement of limited partnership of the OP. The agreement of limited partnership of the OP was amended in July 2018 in connection with the execution of the 2018 OPP to reflect the issuance of LTIP Units thereunder and to make certain clarifying and ministerial revisions, but these amendments did not alter the terms of the LTIP Units established in connection with the Company’s entry into the 2015 OPP in June 2015. During the third quarter of 2018, the OP made a distribution to the Advisor totaling approximately $0.1 million , representing the amount that would have been paid with respect to the Award LTIP Units after the 2018 OPP Effective Date but prior to July 19, 2018. 2015 OPP In connection with the listing of Common Stock on the New York Stock Exchange, on June 2, 2015, the Company entered into the 2015 OPP with the OP and the Advisor. Under the 2015 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”). Because no performance goals under the 2015 OPP were achieved, no LTIP Units issued under the 2015 OPP were earned and all LTIP Units issued under the 2015 OPP were automatically forfeited without the payment of any consideration by the Company or the OP, effective as of June 2, 2018. Under the 2015 OPP, the Advisor was 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 June 2, 2015 , based on the Company’s achievement of certain levels of absolute TSR and the amount by which the Company’s absolute TSR exceeded the average TSR of a peer group for the three -year performance period commencing on June 2, 2015 (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 was 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 was based on a formula 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 was based on a formula less any award earned for the first and second One -Year Period, but not less than zero. Any LTIP Units that were unearned at the end of the Three -Year Period were to be forfeited. One third of any earned LTIP Units were to vest, subject to the Advisor’s continued service through each vesting date, on each of the third, fourth and fifth anniversaries of June 2, 2015. Any earned and vested LTIP Units would have been converted into OP Units in accordance with the terms and conditions of the limited partnership agreement of the OP. The 2015 OPP provided for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event the Advisor was terminated or in the event the Company incurred 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), June 2, 2016 (end of the first One -Year Period) and June 2, 2018 (end of the Three -Year Period), no LTIP units were earned by the Advisor under the terms of the 2015 OPP. Accordingly, all LTIP Units that had been issued under the 2015 OPP were automatically forfeited without the payment of any consideration by the Company or the OP as of the end of the Three -Year Period. One third of any earned LTIP Units, subject to the Advisor’s continued service through each vesting date, was to vest on each of the third, fourth and fifth anniversaries of June 2, 2015. The 2015 OPP provided for early calculation of LTIP Units earned and for the accelerated vesting of any earned LTIP Units in the event the Advisor had been terminated by the Company, or in the event the Company incurred a change in control, in either case prior to the end of the Three -Year Period. 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, 2018 and 2017 . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2018 | |
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) 2018 2017 2018 2017 Net (loss) income attributable to common stockholders $ 177 $ 2,104 $ 7,826 $ 14,733 Adjustments to net (loss) income attributable to common stockholders for common share equivalents (316 ) (186 ) (526 ) (556 ) Adjusted net (loss) income attributable to common stockholders $ (139 ) $ 1,918 $ 7,300 $ 14,177 Basic and diluted net (loss) income per share attributable to common stockholders $ — $ 0.03 $ 0.11 $ 0.21 Weighted average shares outstanding: Basic 69,441,639 67,286,615 68,014,855 66,739,723 Diluted 69,441,639 67,286,615 68,417,253 66,739,723 Under current authoritative guidance for determining earnings per share, all unvested 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 security 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 (loss) per share assumes the conversion of all Common Stock share equivalents into an equivalent number of shares of Common Stock, unless the effect is anti-dilutive. The Company considers unvested restricted stock, OP Units and LTIP Units to be common share equivalents. The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Unvested restricted shares 46,767 49,527 — 49,527 OP Units (1) — — — 61,280 LTIP Units (2) 2,110,594 3,013,933 355,631 3,013,933 Total anti-dilutive common share equivalents 2,157,361 3,063,460 355,631 3,124,740 ____________________________________ (1) On April 3, 2017, all remaining OP Units were converted into Common Stock. (2) Weighted-average number of LTIP Units outstanding. There were 2,554,930 LTIP Units issued and outstanding under the 2018 OPP as of September 30, 2018 . The 3,013,933 LTIP Units issued under the 2015 OPP were forfeited as of June 2, 2018 since no LTIP Units were earned under the 2015 OPP. See Note 12 — Share Based Compensation for additional information on the 2018 OPP and 2015 OPP. Conditionally issuable shares relating to the 2018 OPP award ( see Note 12 — Share-Based Compensation ) are included in the computation of fully diluted EPS on a weighted average basis for the nine months ended September 30, 2018 based on shares that would be issued if the balance sheet date were the end of the measurement period. No common share equivalents related to LTIP Units were included in the computation for the three months ended September 30, 2018 due the net loss in the period. No common share equivalents related to LTIP Units were included in the computation for the three and nine month ended September, 2017 because no LTIP Units would have been earned (and, therefore, no shares of Common Stock could have been issued with respect to LTIP Units) based on the stock price at September, 2017 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
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. Amendment to Advisory Agreement On November 6, 2018, the Company entered into the November Amendment, an amendment to the Advisory Agreement to clarify that the Incentive Compensation should be excluded when calculating Core AFFO. See Note 10 — Related Party Transactions for additional details. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 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, 2017 , 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, 2018. |
Principles of Consolidation | The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany 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. |
Judgments and Estimates | Judgments and Estimates The Company regularly makes a number of estimates and assumptions relating to the reporting of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses in order to prepare its consolidated financial statements in conformity with GAAP. These estimates and assumptions are based on management's best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, such as the prevailing economic and business environment. The Company adjusts such estimates when facts and circumstances dictate. The most significant estimates the Company makes include recoverability of accounts receivable, allocation of property purchase price to tangible and intangible assets acquired and liabilities assumed, determination of impairment of long-lived assets, valuation of derivative financial instruments, valuation of compensation plans, and estimating the useful life of a long-lived asset. Actual results could differ materially from those estimated. |
Investments in Real Estate | Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. The Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or an asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may include the value of in-place leases, above- and below- market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. |
Purchase Accounting and Acquisition of Real Estate | Purchase Accounting and Acquisition of Real Estate The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired, including those acquired in the Company's merger (the "Merger"), which closed in December 2016, with American Realty Capital Global Trust II, Inc. ("Global II"), which was sponsored and advised by affiliates of AR Global, based on their respective fair values. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Amounts allocated to land, land improvements, buildings and fixtures are based on cost segregation studies performed by independent third parties or on the Company's analysis of comparable properties in the Company's portfolio. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates, the value of in-place leases, and the value of customer relationships, as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from 12 to 18 months . The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease, and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. The capitalized above-market lease values are amortized as a reduction of base rental revenue over the remaining terms of the respective leases, and the capitalized below-market lease values are amortized as an increase to base rental revenue over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time. The aggregate value of intangible assets related to customer relationship, as applicable, is measured based on the Company's evaluation of the specific characteristics of each tenant’s lease and the Company's overall relationship with the tenant. Characteristics considered by the Company in determining these values include the nature and extent of its existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals, among other factors. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company's pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. |
Derivative Instruments | Derivative Instruments 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 of the Company's foreign operations expose the Company to fluctuations of foreign interest rates and exchange rates. These fluctuations may impact the value of the Company's cash receipts and payments in the Company's functional currency, the U.S. dollar ("USD"). 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 Company records all derivatives on the consolidated balance sheets at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designed and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment (or for derivatives that do not qualify as hedges), any changes in the fair value of these derivative instruments is recognized immediately in gains (losses) on derivative instruments in the consolidated statements of operations. If a derivative is designated and qualifies for cash flow hedge accounting treatment, the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a change in derivative fair value is immediately recorded in earnings. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the asset for impairment. This review is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss is the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. |
Goodwill | Goodwill The Company evaluates goodwill for impairment at least annually or upon the occurrence of a triggering event. A triggering event is an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performed a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Based on our assessment, we determined that the goodwill is not impaired as of September 30, 2018 . |
Revenue Recognition | Revenue Recognition The Company's revenues, which are derived primarily from rental income, include rents that each tenant pays in accordance with the terms of each lease agreement and are reported on a straight-line basis over the initial term of the lease. Since many of the Company's leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. For new leases after acquisition, the commencement date is considered to be the date the lease is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquires a property, the acquisition date is considered to be the commencement date for purposes of this calculation. The Company reviews receivables related to rent and unbilled rent receivables and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is in doubt, the Company records an increase in the Company's allowance for uncollectible accounts or records a direct write-off of the receivable in the Company's consolidated statements of operations. Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable. |
Income Taxes | Income Taxes The Company elected 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 has been organized and operated 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. The Company conducts business in various states and municipalities within the U.S. and Puerto Rico, the United Kingdom and Western 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 the Company's earnings and available cash. 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. |
Reportable Segments | Reportable Segments The Company determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate rental revenue and other income through the leasing of properties, which comprise 100% of total consolidated revenues. Management evaluates the operating performance of the Company’s investments in real estate on an individual property level. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted as of January 1, 2018: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606 ), and has since issued several additional amendments thereto (collectively referred to herein as "ASC 606"). ASC 606 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 adopted this guidance effective January 1, 2018, for all future financial statements issued, under the modified retrospective approach and it did not have an impact on the Company's consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. Also, in February 2018, the FASB issued ASU 2018-03, Technical Corrections and Improvements to Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which updated guidance previously issued by ASU 2016-01. The guidance in ASU 2016-01 and 2018-01 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 adopted ASU 2016-01 and ASU 2018-03 effective January 1, 2018, using the modified retrospective transition method, and there was no material impact to the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides 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 adopted the new guidance beginning in the first quarter of 2018, with reclassification of prior period amounts, where applicable, and it did not have a significant impact on its statement of cash flows. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which 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 early adopted the provisions of this guidance effective January 1, 2017. 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 of the Company's acquisitions during 2018 and 2017 have been classified as asset acquisitions. In February 2017, the FASB issued ASU 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Assets Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which provides 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 adopted this guidance effective January 1, 2018 using the modified transition method. 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): Scope of Modification Accounting, which provides 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 adopted this guidance effective January 1, 2018 using the modified retrospective transition method. 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. Pending Adoption as of September 30, 2018: ASU 2016-02, Leases (Topic 842) ("ASC 842") originally stated that companies would be required to bifurcate certain lease revenues between lease and non-lease components, however, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , in July 2018 ("ASU 2018-11"), which allows lessors a practical expedient by class of underlying assets to account for lease and non-lease components as a single lease component if certain criteria are met. Additionally, only incremental direct leasing costs may be capitalized under this new guidance, which is consistent with the Company’s existing policies. ASC 842 originally required a modified retrospective method of adoption, however, ASU 2018-11 indicates that companies may be permitted to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The pronouncement allows some optional practical expedients. The Company does not expect this guidance to impact its existing lessor revenue recognition pattern. The Company is a lessee for some properties in which it has ground leases as of September 30, 2018 . 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. The Company intends to take the practical expedients allowed under ASU 2018-11 and adopt the new provisions of ASC 842 prospectively on January 1, 2019. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the update requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. The amendments become effective for reporting periods beginning after December 15, 2019. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. Early adoption is permitted for reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of this new guidance. In 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 (Topic 815): 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. In February 2018, the FASB issued ASU 2018-02, Income Statement- Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The new guidance addresses the impact of Tax Cuts and Jobs Act signed into law on December 22, 2017, (“Tax Cuts and Jobs Act”) on items within accumulated other comprehensive income which do not reflect the appropriate tax rate. ASU 2018-02 allows the Company to retrospectively reclassify the income tax effects on items in Accumulated Other Comprehensive Income (“AOCI”) to retained earnings for all periods in which the effect of the change in the U.S. federal corporate income tax rate was recognized. In addition, all companies are required to disclose whether the company has elected to reclassify the income tax effects of the Tax Cuts and Jobs Act to retained earnings and disclose information about any other income tax effects that are reclassified from AOCI by the Company. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Companies are required to apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company is currently evaluating the impact of this new guidance. In July 2018, the FASB issued ASU 2018-07, Compensation- Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07")as an amendment and update expanding the scope of Topic 718. The amendment specifies that Topic 718 now applies to all share-based payment transactions, even non-employee awards, in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. Under the new guidance, a wards to nonemployees are measured on the grant date, rather than on the earlier of the performance commitment date or the date at which the nonemployee’s performance is complete. Also, the awards would be measured by estimating the fair value of the equity instruments to be issued, rather than the fair value of the goods or services received or the fair value of the equity instruments issued, whichever can be measured more reliably. In addition, entities may use the expected term to measure nonemployee awards or elect to use the contractual term as the expected term, on an award-by-award basis. The new guidance is effective for the Company in annual periods beginning after December 15, 2018, and interim periods within those annual periods, with early adoption permitted. The Company expects this amendment to impact the award made to the Advisor pursuant to the new multi-year outperformance agreement entered into with the Advisor in July 2018 (the "2018 OPP"). See Note 12 — Share-Based Compensation for additional information on the awards to the Advisor pursuant to the 2018 OPP and the Company's previous multi-year outperformance agreement with the Advisor (the "2015 OPP"). |
Acquired Intangible Lease Assets | Acquired Intangible Lease Assets We allocate a portion of the fair value of real estate acquired to identified intangible assets and liabilities, consisting of the value of origination costs (tenant improvements, leasing commissions, and legal and marketing costs), the value of above-market and below-market leases, and the value of tenant relationships, if applicable, based in each case on their relative fair values. The Company periodically assesses whether there are any indicators that the value of the intangible assets may be impaired by performing a net present value analysis of future cash flows, discounted for the inherent risk associated with each investment. |
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 and those inputs are significant. 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, 2018 and December 31, 2017 , 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 | Conditionally issuable shares relating to the 2018 OPP award ( see Note 12 — Share-Based Compensation ) are included in the computation of fully diluted EPS on a weighted average basis for the nine months ended September 30, 2018 based on shares that would be issued if the balance sheet date were the end of the measurement period. Under current authoritative guidance for determining earnings per share, all unvested 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 security 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 (loss) per share assumes the conversion of all Common Stock share equivalents into an equivalent number of shares of Common Stock, unless the effect is anti-dilutive. The Company considers unvested restricted stock, OP Units and LTIP Units to be common share equivalents. |
Real Estate Investments, Net (T
Real Estate Investments, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Real Estate [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table presents the allocation of the assets acquired and liabilities assumed during the nine months ended September 30, 2018 and 2017 , based on the exchange rate at the time of purchase. All acquisitions in both periods were considered asset acquisitions for accounting purposes. Nine Months Ended September 30, (Dollar amounts in thousands) 2018 2017 Real estate investments, at cost: Land $ 24,269 $ 6,359 Buildings, fixtures and improvements 205,990 27,220 Total tangible assets 230,259 33,579 Acquired intangible lease assets: In-place leases 42,031 4,859 Above-market lease assets 48 47 Below-market lease liabilities (4,959 ) (1,372 ) Cash paid for acquired real estate investments $ 267,379 $ 37,113 Number of properties purchased 17 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, 2018 . 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) 2018 (remainder) $ 65,414 2019 264,029 2020 267,518 2021 268,287 2022 258,975 2023 234,943 Thereafter 777,237 $ 2,136,403 ___________________________________________ (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 for illustrative purposes, as applicable. Future minimum rental payments to be made by the Company under these non-cancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2018 (remainder) $ 347 2019 1,390 2020 1,390 2021 1,390 2022 1,390 2023 1,390 Thereafter 41,085 Total $ 48,382 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | The following table lists the country 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, 2018 and December 31, 2017 . Country, State or Territory September 30, December 31, United States* 52.9% 48.9% United Kingdom 20.3% 22.1% ___________________________________________ * There is no state in the United States that exceeded the 10.0% threshold. |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Mortgage notes payable, net as of September 30, 2018 and December 31, 2017 consisted of the following: Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity (In thousands) (In thousands) Finland: Finnair 4 $ 32,957 $ 34,022 2.2% (2) Fixed Sep. 2020 Tokmanni 1 33,625 34,711 2.4% (2) Fixed Oct. 2020 France: Auchan 1 9,632 9,943 1.7% (2) Fixed Dec. 2019 Pole Emploi 1 6,731 6,948 1.7% (2) Fixed Dec. 2019 Sagemcom 1 41,661 43,006 1.7% (2) Fixed Dec. 2019 Worldline 1 5,802 5,990 1.9% (2) Fixed Jul. 2020 DCNS 1 11,024 11,381 1.5% (2) Fixed Dec. 2020 ID Logistics II 2 12,185 12,578 1.3% Fixed Jun. 2021 Germany Rheinmetall 1 12,301 12,698 2.6% (2) Fixed Jan. 2019 OBI DIY 1 5,222 5,391 2.4% Fixed Jan. 2019 RWE AG 3 72,529 74,872 1.6% (2) Fixed Oct. 2019 Rexam 1 5,959 6,301 1.8% (2) Fixed Aug. 2019 Metro Tonic 1 30,752 31,746 1.7% (2) Fixed Dec. 2019 ID Logistics I 1 4,642 4,792 1.0% Fixed Oct. 2021 Luxembourg: DB Luxembourg 1 41,777 43,126 1.4% (2) Fixed May 2020 The Netherlands: ING Amsterdam 1 51,061 52,710 1.7% (2) Fixed Jun. 2020 Total EUR denominated 22 377,860 390,215 United Kingdom: McDonald's — — 1,025 —% — — Wickes Building Supplies I — — 2,226 —% — — Everything Everywhere — — 5,397 —% — — Thames Water — — 8,096 —% — — Wickes Building Supplies II — — 2,626 —% — — Northern Rock — — 7,084 —% — — Wickes Building Supplies III — — 2,564 —% — — Provident Financial — — 17,203 —% — — Crown Crest — — 25,973 —% — — Aviva — — 21,183 —% — — Bradford & Bingley — — 10,200 —% — — Intier Automotive Interiors — — 6,375 —% — — Encumbered Properties Outstanding Loan Amount (1) Effective Interest Rate Interest Rate Country Portfolio September 30, December 31, Maturity Capgemini — — 6,381 —% — — Fujitsu — — 33,435 —% — — Amcor Packaging — — 4,218 —% — — Fife Council — — 2,474 —% — — Malthrust — — 4,318 —% — — Talk Talk — — 5,161 —% — — HBOS — — 7,272 —% — — DFS Trading — — 13,680 —% — — DFS Trading — — 3,203 —% — — HP Enterprise Services — — 12,531 —% — — Foster Wheeler — — 53,026 —% — — Harper Collins — — 37,880 —% — — NCR Dundee — — 7,610 —% — — UK Multi-Property Cross Collateralized Loan 43 299,674 — 3.2% (3) Fixed Aug. 2023 Total GBP denominated 43 299,674 301,141 United States: Quest Diagnostics 1 52,800 52,800 4.2% (4) Variable Sep. 2019 Western Digital — — 17,363 —% (5) — — AT&T Services 1 33,550 33,550 2.0% (6) Variable Dec. 2020 FedEx Freight — — 6,165 —% — — Veolia Water — — 4,110 —% — — Multi-Tenant Mortgage Loan I 12 187,000 187,000 4.4% Fixed Nov. 2027 Multi-Tenant Mortgage Loan II 8 32,750 — 4.4% Fixed Feb. 2028 Total USD denominated 22 306,100 300,988 Gross mortgage notes payable 87 983,634 992,344 2.9% Mortgage discount (696 ) (1,927 ) — Deferred financing costs, net of accumulated amortization (8,423 ) (5,541 ) — Mortgage notes payable, net 87 $ 974,515 $ 984,876 2.9% _______________________________ (1) Amounts borrowed in local currency and translated at the spot rate in effect at the applicable reporting date. (2) Fixed as a result of an interest rate swap agreement. (3) 80% fixed as a result of an interest rate swap agreement and 20% variable. Variable portion is at LIBOR rate in effect at September 30, 2018 . (4) The interest rate is 2.0% plus 1-month LIBOR. LIBOR rate in effect is as of September 30, 2018 . (5) The debt prepayment costs associated with the sale of Western Digital were $1.3 million . (6) The interest rate is 2.0% plus 1-month Adjusted LIBOR as defined in the mortgage agreement. LIBOR rate in effect is as of September 30, 2018 . |
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, 2018 : (In thousands) Future Principal Payments (1) 2018 (remainder) $ — 2019 237,587 2020 209,796 2021 16,827 2022 — 2023 299,674 Thereafter 219,750 Total $ 983,634 _________________________ (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 for illustrative purposes, as applicable. |
Credit Facilities (Tables)
Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Outstanding Balance Under Credit Agreement | The table below details the outstanding balances as of September 30, 2018 and December 31, 2017 under the credit agreement with KeyBank National Association (“KeyBank”), as agent, and the other lender parties thereto, which provides for a $632.0 million senior unsecured multi-currency revolving credit facility (the “Revolving Credit Facility”) and a €246.5 million ( $286.8 million U.S. Dollar ("USD") based on prevailing exchange rates as of August 16, 2018) senior unsecured term loan facility (the “Term Loan” and, together with the Revolving Credit Facility, the “Credit Facility”). September 30, 2018 December 31, 2017 (In thousands) TOTAL USD (1) USD GBP EUR TOTAL USD (2) USD GBP EUR Revolving Credit Facility $ 455,556 $ 368,625 £ 40,000 € 30,000 $ 298,909 $ 209,000 £ 40,000 € 30,000 Term Loan 286,033 — — 246,481 233,165 — — 194,637 Deferred financing costs (3,570 ) — — — (3,260 ) — — — Term Loan, Net 282,463 — — 246,481 229,905 — — 194,637 Total Credit Facility $ 738,019 $ 368,625 £ 40,000 € 276,481 $ 528,814 $ 209,000 £ 40,000 € 224,637 (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 for illustrative purposes, as applicable. (2) Assumes exchange rates of £1.00 to $1.35 for GBP and €1.00 to $1.20 for EUR as of December 31, 2017 for illustrative purposes, as applicable. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 and December 31, 2017 , 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, 2018 Cross currency swaps, net (GBP & EUR) $ — $ 1,170 $ — $ 1,170 Foreign currency forwards, net (GBP & EUR) $ — $ 2,797 $ — $ 2,797 Interest rate swaps, net (GBP & EUR) $ — $ 3,369 $ — $ 3,369 Put options (GBP & EUR) $ — $ 34 $ — $ 34 2018 OPP (see Note 12 ) $ — $ — $ 27,600 $ 27,600 December 31, 2017 Cross currency swaps, net (GBP & EUR) $ — $ (4,511 ) $ — $ (4,511 ) Foreign currency forwards, net (GBP & EUR) $ — $ (2,737 ) $ — $ (2,737 ) Interest rate swaps, net (GBP & EUR) $ — $ (6,450 ) $ — $ (6,450 ) Put options (GBP & EUR) $ — $ 63 $ — $ 63 2015 OPP (see Note 12 ) $ — $ — $ (1,600 ) $ (1,600 ) |
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, 2018 : (In thousands) 2018 OPP 2015 OPP Beginning Balance as of December 31, 2017 $ — $ 1,600 Fair value adjustment 27,600 (1,600 ) Ending balance as of September 30, 2018 $ 27,600 $ — |
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. September 30, 2018 December 31, 2017 (In thousands) Level Carrying Amount Fair Value Carrying Amount Fair Value Mortgage notes payable (1) (2) (3) 3 $ 983,634 $ 982,535 $ 988,490 $ 963,751 Revolving Credit Facility (4) 3 $ 455,556 $ 457,538 $ 298,909 $ 297,890 Term Loan (4) 3 $ 282,463 $ 286,623 $ 229,905 $ 233,916 __________________________________________________________ (1) Carrying value includes $1.0 billion gross mortgage notes payable and $0.7 million mortgage discounts, net as of September 30, 2018 . (2) Carrying value includes $1.0 billion gross mortgage notes payable and $1.9 million mortgage discounts, net as of December 31, 2017 . (3) Mortgage notes payable are presented net of deferred financing costs of $8.4 million and $5.5 million as of September 30, 2018 and December 31, 2017 , respectively. (4) Both facilities are part of the Credit Facility ( see Note 5 — Credit Facilities for more information). |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 consolidated balance sheets as of September 30, 2018 and December 31, 2017 : (In thousands) Balance Sheet Location September 30, December 31, Derivatives designated as hedging instruments: Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value $ — $ (304 ) Cross currency swaps (EUR) Derivative liabilities, at fair value — (3,328 ) Cross currency swaps (GBP) Derivative assets, at fair value 1,170 — Cross currency swaps (GBP) Derivative liabilities, at fair value — (1,183 ) Interest rate swaps (USD) Derivative assets, at fair value 5,992 2,093 Interest rate swaps (GBP) Derivative assets, at fair value 391 — Interest rate swaps (GBP) Derivative liabilities, at fair value — (3,713 ) Interest rate swaps (EUR) Derivative liabilities, at fair value (1,646 ) (2,446 ) Total $ 5,907 $ (8,881 ) Derivatives not designated as hedging instruments: Foreign currency forwards (GBP-USD) Derivative assets, at fair value $ 1,709 $ 20 Foreign currency forwards (GBP-USD) Derivative liabilities, at fair value (46 ) (1,175 ) Foreign currency forwards (EUR-USD) Derivative assets, at fair value 1,146 — Foreign currency forwards (EUR-USD) Derivative liabilities, at fair value (12 ) (1,258 ) Put options (EUR) Derivative assets, at fair value 34 63 Interest rate swaps (EUR) Derivative liabilities, at fair value (1,368 ) (2,384 ) Total $ 1,463 $ (4,734 ) |
Schedule of Interest Rate Derivatives | As of September 30, 2018 and December 31, 2017 , the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: September 30, 2018 December 31, 2017 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Interest rate swaps (GBP) 48 $ 239,740 19 $ 301,155 Interest rate swaps (EUR) 13 215,237 13 222,190 Interest rate swaps (USD) 3 150,000 3 150,000 Total 64 $ 604,977 35 $ 673,345 |
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, 2018 and 2017 . Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2018 2017 2018 2017 Amount of gain (loss) recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) $ 2,018 $ (3,738 ) $ 8,656 $ (12,364 ) Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) $ (755 ) $ (1,461 ) $ (3,090 ) $ (4,523 ) Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) $ 16 $ (1,102 ) $ (96 ) $ (1,007 ) |
Schedule of Foreign Cross Currency Derivatives | As of September 30, 2018 and December 31, 2017 , the Company had the following outstanding foreign currency derivatives that were designated as net investment hedges used to hedge its net investments in foreign operations: September 30, 2018 December 31, 2017 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Cross currency swaps (EUR-USD) — $ — 3 $ 43,222 Cross currency swaps (GBP-USD) 1 64,007 1 66,282 Foreign currency forwards (EUR-USD) — — 1 12,099 Total 1 $ 64,007 5 $ 121,603 |
Schedule of Net Investment Hedges | The table below presents the currency draws designated as net investment hedges and the related net investments in real estate designated in foreign currency. July 1, 2018 (In thousands) GBP EUR Currency draws (1) £ 40,000 € 276,481 Net Investments in Real Estate Denominated in Foreign Currency (2) £ 92,213 € 349,881 (1) $52.1 million and $320.8 million , respectively, based on the aforementioned exchange rates as of September 30, 2018 . (2) $120.1 million and $406.0 million , respectively, based on the aforementioned exchange rates as of September 30, 2018 . |
Disclosure of Credit Derivatives | As of September 30, 2018 and December 31, 2017 , the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. September 30, 2018 December 31, 2017 Derivatives Number of Instruments Notional Amount Number of Instruments Notional Amount (In thousands) (In thousands) Foreign currency forwards (GBP-USD) 46 $ 43,500 24 $ 32,116 Foreign currency forwards (EUR-USD) 41 42,428 22 35,712 Interest rate swaps (EUR) 5 140,573 6 414,093 Options (GBP-USD) — — 1 675 Options (EUR-USD) 1 2,500 5 9,250 Total 93 $ 229,001 58 $ 491,846 |
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, 2018 and December 31, 2017 . 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, 2018 $ 10,442 $ — $ — $ 10,442 $ (55 ) $ — $ 10,387 September 30, 2018 $ — $ (3,071 ) $ — $ (3,071 ) $ 55 $ — $ (3,016 ) December 31, 2017 $ 2,176 $ (15,791 ) $ — $ (13,615 ) $ — $ — $ (13,615 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 . 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) 2018 (remainder) $ 65,414 2019 264,029 2020 267,518 2021 268,287 2022 258,975 2023 234,943 Thereafter 777,237 $ 2,136,403 ___________________________________________ (1) Assumes exchange rates of £1.00 to $1.30 for GBP and €1.00 to $1.16 for EUR as of September 30, 2018 for illustrative purposes, as applicable. Future minimum rental payments to be made by the Company under these non-cancelable ground leases, excluding increases resulting from increases in the consumer price index, are as follows: (In thousands) Future Ground Lease Payments 2018 (remainder) $ 347 2019 1,390 2020 1,390 2021 1,390 2022 1,390 2023 1,390 Thereafter 41,085 Total $ 48,382 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 2017 2018 2017 (Receivable) Payable as of (In thousands) Incurred Forgiven Incurred Forgiven Incurred Forgiven Incurred Forgiven September 30, 2018 December 31, 2017 One-time fees and reimbursements: Fees on gain from sale of investments $ — $ — $ — $ — $ — — $ — $ — $ 49 (2) $ 49 (2) Ongoing fees (5) : Asset management fees (1) 5,312 — 5,250 — 16,852 — 15,647 — — 240 (2) Property management fees 1,283 — 1,118 — 3,712 — 3,341 1,177 — (2) (3) 59 (2) (3) Incentive compensation 361 — — — 361 — — — — — Total related party operational fees and reimbursements $ 6,956 $ — $ 6,368 $ — $ 20,925 $ — $ 18,988 $ 1,177 $ 49 $ 348 (4) ___________________________________________________________________________ (1) The Advisor, in accordance with the Advisory Agreement, received asset management fees in cash equal to one quarter and three quarters of the annual Minimum Base Management Fee for the three and nine months ended September 30, 2018 , respectively, and, the Variable Base Management Fee of $1.3 million and $3.7 million for the three and nine months ended September 30, 2018 , respectively. The Variable Base Management Fee was $0.8 million and $2.1 million for the three and nine months ended September 30, 2017 , respectively. (2) Balance included within due to related parties on the consolidated balance sheets as of September 30, 2018 and December 31, 2017 . (3) Prepaid property management fees of zero and $0.2 million as of September 30, 2018 and December 31, 2017 , respectively, are not included in the table above and are included in prepaid expenses and other assets on the consolidated balance sheets. (4) In addition, as of December 31, 2017 due to related parties includes $0.3 million of costs accrued for Global II Advisor, $0.1 million of costs accrued for transfer agent fees and $0.1 million of costs relating to RCS Advisory (as defined below), all of which are not reflected in the table above. (5) In order to improve operating cash flows and the ability to pay dividends from operating cash flows, the Advisor or the Property Manager may forgive certain fees including asset management and property management fees. Because the Advisor or the Property Manager may forgive certain fees, cash flow from operations that would have been paid to the Advisor or the Property Manager 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 or the Property Manager at any point in the future. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Share-based Compensation [Abstract] | |
Schedule of Share-based Compensation Arrangements by Share-based Payment Award | The following table reflects the amount of RSUs outstanding as of September 30, 2018 : Number RSUs Weighted-Average Issue Price Unvested, December 31, 2017 49,112 $ 24.29 Vested (19,384 ) 24.43 Granted 17,039 18.34 Forfeitures — — Unvested, September 30, 2018 46,767 22.05 |
Schedule of Share Based Compensation Total Return | Half of the Award LTIP Units (the “Relative TSR LTIP Units”) will be eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points (bps), whether positive or negative, by which the Company’s absolute TSR on the Valuation Date exceeds the average TSR of a peer group consisting of Government Properties Income Trust, Lexington Realty Trust, Select Income REIT and W.P. Carey Inc. as of the Valuation Date as follows: Performance Level (% of Relative TSR LTIP Units Earned) Relative TSR Excess Number of Absolute TSR LTIP Units Earned Below Threshold — % Less than -600 basis points — Threshold 25 % -600 basis points 319,366 Target 50 % — basis points 638,733 Maximum 100 % +600 basis points 1,277,465 Under the 2015 OPP, the Advisor was 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 June 2, 2015 , based on the Company’s achievement of certain levels of absolute TSR and the amount by which the Company’s absolute TSR exceeded the average TSR of a peer group for the three -year performance period commencing on June 2, 2015 (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. Half of the Award LTIP Units (the “Absolute TSR LTIP Units”) will be eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute TSR with respect to threshold, target and maximum performance goals for the Performance Period as follows: Performance Level (% of Absolute TSR LTIP Units Earned) Absolute TSR Number of Absolute TSR LTIP Units Earned Below Threshold — % Less than 24 % — Threshold 25 % 24 % 319,366 Target 50 % 30 % 638,733 Maximum 100 % 36 % or higher 1,277,465 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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) 2018 2017 2018 2017 Net (loss) income attributable to common stockholders $ 177 $ 2,104 $ 7,826 $ 14,733 Adjustments to net (loss) income attributable to common stockholders for common share equivalents (316 ) (186 ) (526 ) (556 ) Adjusted net (loss) income attributable to common stockholders $ (139 ) $ 1,918 $ 7,300 $ 14,177 Basic and diluted net (loss) income per share attributable to common stockholders $ — $ 0.03 $ 0.11 $ 0.21 Weighted average shares outstanding: Basic 69,441,639 67,286,615 68,014,855 66,739,723 Diluted 69,441,639 67,286,615 68,417,253 66,739,723 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table shows common share equivalents on a weighted average basis that were excluded from the calculation of diluted earnings per share for the three and nine months ended September 30, 2018 and 2017 : Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Unvested restricted shares 46,767 49,527 — 49,527 OP Units (1) — — — 61,280 LTIP Units (2) 2,110,594 3,013,933 355,631 3,013,933 Total anti-dilutive common share equivalents 2,157,361 3,063,460 355,631 3,124,740 ____________________________________ (1) On April 3, 2017, all remaining OP Units were converted into Common Stock. (2) Weighted-average number of LTIP Units outstanding. There were 2,554,930 LTIP Units issued and outstanding under the 2018 OPP as of September 30, 2018 . The 3,013,933 LTIP Units issued under the 2015 OPP were forfeited as of June 2, 2018 since no LTIP Units were earned under the 2015 OPP. See Note 12 — Share Based Compensation for additional information on the 2018 OPP and 2015 OPP. |
Organization - Narrative (Detai
Organization - Narrative (Details) ft² in Millions | 9 Months Ended | |
Sep. 30, 2018ft²property | Sep. 30, 2017 | |
Operations [Line Items] | ||
Number of properties (property) | property | 336 | |
Rentable square feet (sqft) | ft² | 26.2 | |
Occupancy rate | 99.50% | |
Weighted average remaining lease term | 8 years 7 months | |
United States | ||
Operations [Line Items] | ||
Entity-wide revenue percentage | 52.90% | 48.90% |
Europe | ||
Operations [Line Items] | ||
Percentage of portfolio investments | 47.10% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)segment | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($) | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Number of reportable segments (segment) | segment | 1 | |||||||
Additional rental income | $ 4,828 | $ 8,987 | ||||||
Reduction in income tax payable due to overstatement | $ (925) | (925) | $ (2,475) | |||||
Increase in accumulated other comprehensive income (loss) due to understatement | 17,102 | 17,102 | $ 19,447 | |||||
Adjustments to comprehensive income (loss) attributable to common stockholders | $ (1,837) | $ 13,911 | $ 5,481 | $ 40,546 | ||||
Restatement Adjustment | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Additional rental income | $ 500 | |||||||
Reduction in income tax payable due to overstatement | $ 4,700 | |||||||
Increase in accumulated other comprehensive income (loss) due to understatement | 4,700 | |||||||
Adjustments to comprehensive income (loss) attributable to common stockholders | $ 2,900 | $ 1,900 | $ (100) | |||||
Minimum | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Lease-up period | 12 months | |||||||
Maximum | ||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||
Lease-up period | 18 months |
Real Estate Investments, Net -
Real Estate Investments, Net - Property Acquisitions Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2018 | Sep. 30, 2018 | |
Real Estate [Abstract] | ||
Deposits on acquisitions | $ 3.8 | |
Subsequent Event | ||
Real Estate [Line Items] | ||
Payments to purchase property | $ 126.6 |
Real Estate Investments, Net _2
Real Estate Investments, Net - Schedule of Business Acquisitions, by Acquisition (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($)property | |
Real estate investments, at cost: | ||
Land | $ 24,269 | $ 6,359 |
Buildings, fixtures and improvements | 205,990 | 27,220 |
Total tangible assets | 230,259 | 33,579 |
Acquired intangible lease assets: | ||
Cash paid for acquired real estate investments | $ 267,379 | $ 37,113 |
Number of properties purchased (property) | property | 17 | 4 |
In-place leases | ||
Acquired intangible lease assets: | ||
Acquired intangibles | $ 42,031 | $ 4,859 |
Above market lease assets | ||
Acquired intangible lease assets: | ||
Acquired intangibles | 48 | 47 |
Below market lease liabilities | ||
Acquired intangible lease assets: | ||
Below-market lease liabilities | $ (4,959) | $ (1,372) |
Real Estate Investments, Net _3
Real Estate Investments, Net - Acquired Intangible Lease Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Real Estate [Abstract] | ||
Impairment of intangible assets | $ 0 | $ 0 |
Real Estate Investments, Net _4
Real Estate Investments, Net - Dispositions (Details) $ in Thousands, € in Millions, £ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2018EUR (€) | Sep. 30, 2018USD ($)property | Dec. 31, 2017GBP (£) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($)property | Dec. 31, 2017property | |
Real Estate [Line Items] | |||||||
Number of real estate properties held for sale (property) | property | 0 | 0 | |||||
Proceeds from dispositions of real estate investments, net | $ 23,310 | $ 12,440 | |||||
(Loss) gain on dispositions of real estate investments | $ (1,933) | $ 275 | (5,751) | 1,089 | |||
Reduction to gain on prior disposition | 100 | 100 | |||||
Advisor | |||||||
Real Estate [Line Items] | |||||||
(Loss) gain on dispositions of real estate investments | $ 300 | $ 800 | |||||
Kulicke & Soffa | |||||||
Real Estate [Line Items] | |||||||
Number of properties sold (property) | property | 1 | ||||||
Mortgages | |||||||
Real Estate [Line Items] | |||||||
Repayments of mortgage debt | € (0.1) | $ (3,000) | £ (0.8) | (1,700) | |||
Properties Sold | |||||||
Real Estate [Line Items] | |||||||
Proceeds from dispositions of real estate investments, net | 25,300 | ||||||
(Loss) gain on dispositions of real estate investments | $ (5,800) | ||||||
Properties Sold | Kulicke & Soffa | |||||||
Real Estate [Line Items] | |||||||
Proceeds from dispositions of real estate investments, net | $ 12,400 | ||||||
(Loss) gain on dispositions of real estate investments | 400 | ||||||
Proceeds from dispositions of real estate investments, gross | $ 13,000 | ||||||
Vandalia, Ohio | Properties Sold | |||||||
Real Estate [Line Items] | |||||||
Number of properties sold (property) | property | 1 | ||||||
Proceeds from dispositions of real estate investments, net | $ 5,000 | ||||||
Lease termination fee | 3,000 | ||||||
(Loss) gain on dispositions of real estate investments | (1,900) | ||||||
San Jose, California | Properties Sold | |||||||
Real Estate [Line Items] | |||||||
Number of properties sold (property) | property | 1 | ||||||
Proceeds from dispositions of real estate investments, net | $ 1,300 | ||||||
(Loss) gain on dispositions of real estate investments | (3,800) | ||||||
Proceeds from dispositions of real estate investments, gross | $ 20,300 |
Real Estate Investments, Net _5
Real Estate Investments, Net - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Sep. 30, 2018USD ($) | Sep. 30, 2018€ / $ | Sep. 30, 2018£ / $ | Dec. 31, 2017€ / $ | Dec. 31, 2017£ / $ |
Real Estate [Abstract] | |||||
2018 (remainder) | $ 65,414 | ||||
2,019 | 264,029 | ||||
2,020 | 267,518 | ||||
2,021 | 268,287 | ||||
2,022 | 258,975 | ||||
2,023 | 234,943 | ||||
Thereafter | 777,237 | ||||
Future minimum base rental cash payments | $ 2,136,403 | ||||
Foreign currency exchange rate (gbp, eur per usd) | 1.16 | 1.30 | 1.20 | 1.35 |
Real Estate Investments, Net _6
Real Estate Investments, Net - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 52.90% | 48.90% |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Entity-wide revenue percentage | 20.30% | 22.10% |
Mortgage Notes Payable, Net - S
Mortgage Notes Payable, Net - Schedule of Long-term Debt Instruments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)property | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||||
Mortgage notes payable, net | $ 974,515 | $ 974,515 | $ 984,876 | ||
Loss on extinguishment of debt | $ 2,612 | $ 0 | $ 3,897 | $ 0 | |
Mortgage notes payable | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 87 | 87 | |||
Term Loan | $ 983,634 | $ 983,634 | 992,344 | ||
Mortgage discount | (696) | (696) | (1,927) | ||
Deferred financing costs, net of accumulated amortization | (8,423) | (8,423) | (5,541) | ||
Mortgage notes payable, net | $ 974,515 | $ 974,515 | 984,876 | ||
Effective Interest Rate | 2.90% | 2.90% | |||
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 | 22 | |||
Term Loan | $ 377,860 | $ 377,860 | 390,215 | ||
Mortgage notes payable | EUR | Finnair | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 4 | 4 | |||
Term Loan | $ 32,957 | $ 32,957 | 34,022 | ||
Effective Interest Rate | 2.20% | 2.20% | |||
Mortgage notes payable | EUR | Tokmanni | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 33,625 | $ 33,625 | 34,711 | ||
Effective Interest Rate | 2.40% | 2.40% | |||
Mortgage notes payable | EUR | Auchan | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 9,632 | $ 9,632 | 9,943 | ||
Effective Interest Rate | 1.70% | 1.70% | |||
Mortgage notes payable | EUR | Pole Emploi | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 6,731 | $ 6,731 | 6,948 | ||
Effective Interest Rate | 1.70% | 1.70% | |||
Mortgage notes payable | EUR | Sagemcom | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 41,661 | $ 41,661 | 43,006 | ||
Effective Interest Rate | 1.70% | 1.70% | |||
Mortgage notes payable | EUR | Worldline | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 5,802 | $ 5,802 | 5,990 | ||
Effective Interest Rate | 1.90% | 1.90% | |||
Mortgage notes payable | EUR | DCNS | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 11,024 | $ 11,024 | 11,381 | ||
Effective Interest Rate | 1.50% | 1.50% | |||
Mortgage notes payable | EUR | ID Logistics II | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 2 | 2 | |||
Term Loan | $ 12,185 | $ 12,185 | 12,578 | ||
Effective Interest Rate | 1.30% | 1.30% | |||
Mortgage notes payable | EUR | Rheinmetall | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 12,301 | $ 12,301 | 12,698 | ||
Effective Interest Rate | 2.60% | 2.60% | |||
Mortgage notes payable | EUR | OBI DIY | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 5,222 | $ 5,222 | 5,391 | ||
Effective Interest Rate | 2.40% | 2.40% | |||
Mortgage notes payable | EUR | RWE AG | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 3 | 3 | |||
Term Loan | $ 72,529 | $ 72,529 | 74,872 | ||
Effective Interest Rate | 1.60% | 1.60% | |||
Mortgage notes payable | EUR | Rexam | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 5,959 | $ 5,959 | 6,301 | ||
Effective Interest Rate | 1.80% | 1.80% | |||
Mortgage notes payable | EUR | Metro Tonic | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 30,752 | $ 30,752 | 31,746 | ||
Effective Interest Rate | 1.70% | 1.70% | |||
Mortgage notes payable | EUR | ID Logistics I | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 4,642 | $ 4,642 | 4,792 | ||
Effective Interest Rate | 1.00% | 1.00% | |||
Mortgage notes payable | EUR | DB Luxembourg | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 41,777 | $ 41,777 | 43,126 | ||
Effective Interest Rate | 1.40% | 1.40% | |||
Mortgage notes payable | EUR | ING Amsterdam | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 51,061 | $ 51,061 | 52,710 | ||
Effective Interest Rate | 1.70% | 1.70% | |||
Mortgage notes payable | GBP | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 43 | 43 | |||
Term Loan | $ 299,674 | $ 299,674 | 301,141 | ||
Fixed interest, percent of principal amount covered by derivative instrument | 80.00% | ||||
Mortgage notes payable | GBP | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Variable interest, percent of principal amount covered by derivative instrument | 20.00% | ||||
Mortgage notes payable | GBP | McDonald's | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 1,025 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Wickes Building Supplies I | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 2,226 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Everything Everywhere | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 5,397 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Thames Water | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 8,096 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Wickes Building Supplies II | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 2,626 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Northern Rock | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 7,084 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Wickes Building Supplies III | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 2,564 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Provident Financial | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 17,203 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Crown Crest | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 25,973 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Aviva | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 21,183 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Bradford & Bingley | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 10,200 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Intier Automotive Interiors | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 6,375 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Capgemini | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 6,381 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Fujitsu | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 33,435 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Amcor Packaging | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 4,218 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Fife Council | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 2,474 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Malthrust | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 4,318 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Talk Talk | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 5,161 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | HBOS | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 7,272 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | DFS Trading | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 13,680 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | DFS Trading | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 3,203 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | HP Enterprise Services | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 12,531 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Foster Wheeler | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 53,026 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | Harper Collins | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 37,880 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | NCR Dundee | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 7,610 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | GBP | UK Multi-Property Cross Collateralized Loan | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 43 | 43 | |||
Term Loan | $ 299,674 | $ 299,674 | 0 | ||
Effective Interest Rate | 3.20% | 3.20% | |||
Mortgage notes payable | USD | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 22 | 22 | |||
Term Loan | $ 306,100 | $ 306,100 | 300,988 | ||
Mortgage notes payable | USD | Quest Diagnostics | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 52,800 | $ 52,800 | 52,800 | ||
Effective Interest Rate | 4.20% | 4.20% | |||
Mortgage notes payable | USD | Western Digital | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 17,363 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Loss on extinguishment of debt | $ 1,300 | ||||
Mortgage notes payable | USD | AT&T Services | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 1 | 1 | |||
Term Loan | $ 33,550 | $ 33,550 | 33,550 | ||
Effective Interest Rate | 2.00% | 2.00% | |||
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 | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 6,165 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | USD | Veolia Water | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 0 | 0 | |||
Term Loan | $ 0 | $ 0 | 4,110 | ||
Effective Interest Rate | 0.00% | 0.00% | |||
Mortgage notes payable | USD | Multi-Tenant Mortgage Loan I | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 12 | 12 | |||
Term Loan | $ 187,000 | $ 187,000 | 187,000 | ||
Effective Interest Rate | 4.40% | 4.40% | |||
Mortgage notes payable | USD | Multi-Tenant Mortgage Loan II | |||||
Debt Instrument [Line Items] | |||||
Encumbered Properties (property) | property | 8 | 8 | |||
Term Loan | $ 32,750 | $ 32,750 | $ 0 | ||
Effective Interest Rate | 4.40% | 4.40% |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2018USD ($) | Sep. 30, 2018€ / $ | Sep. 30, 2018£ / $ | Dec. 31, 2017USD ($) | Dec. 31, 2017€ / $ | Dec. 31, 2017£ / $ |
Debt Instrument [Line Items] | ||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.16 | 1.30 | 1.20 | 1.35 | ||
Mortgage notes payable | ||||||
Debt Instrument [Line Items] | ||||||
2018 (remainder) | $ 0 | |||||
2,019 | 237,587 | |||||
2,020 | 209,796 | |||||
2,021 | 16,827 | |||||
2,022 | 0 | |||||
2,023 | 299,674 | |||||
Thereafter | 219,750 | |||||
Mortgage notes payable | $ 983,634 | $ 992,344 |
Mortgage Notes Payable, Net - N
Mortgage Notes Payable, Net - Narrative (Details) € in Millions, £ in Millions, $ in Millions | Oct. 27, 2017subsidiaryproperty | Jan. 31, 2018EUR (€)agreement | Sep. 30, 2018USD ($) | Dec. 31, 2017GBP (£) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017GBP (£) |
Debt Instrument [Line Items] | |||||||
Carrying value of encumbered assets | $ 1,400 | $ 1,400 | |||||
Number of subsidiaries (subsidiary) | subsidiary | 12 | ||||||
Number of leased offices and industrial properties (property) | property | 12 | ||||||
Mortgage notes payable | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding loan amount in breach of covenant | $ 37.9 | £ 28.1 | |||||
Repayments of principal mortgage balance | € 0.1 | 3 | £ 0.8 | 1.7 | |||
Number of note payable agreements (agreement) | agreement | 2 | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of encumbered assets | $ 1,300 | $ 1,300 |
Mortgage Notes Payable, Net - M
Mortgage Notes Payable, Net - Multi-Tenant Mortgage Loan II (Details) € in Millions, £ in Millions, $ in Millions | Jan. 26, 2018USD ($)ft²sateproperty | Jan. 31, 2018EUR (€) | Sep. 30, 2018USD ($)ft² | Dec. 31, 2017GBP (£) | Sep. 30, 2018USD ($)ft² |
Debt Instrument [Line Items] | |||||
Area of property (sqft) | ft² | 26,200,000 | 26,200,000 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Repayments of outstanding indebtedness | $ | $ 30 | ||||
Mortgage notes payable | |||||
Debt Instrument [Line Items] | |||||
Repayments of outstanding indebtedness | € 0.1 | $ 3 | £ 0.8 | $ 1.7 | |
Mortgage notes payable | Multi-tenant mortgage loan | |||||
Debt Instrument [Line Items] | |||||
Gross proceeds from credit facility | $ | $ 32.8 | ||||
Stated interest rate | 4.32% | ||||
Term of debt | 10 years | ||||
Number of mortgaged properties (property) | property | 8 | ||||
Number of states in which mortgaged properties are located (state) | sate | 6 | ||||
Area of property (sqft) | ft² | 627,500 |
Mortgage Notes Payable, Net - U
Mortgage Notes Payable, Net - United Kingdom Refinancing (Details) £ in Millions | Aug. 16, 2018GBP (£)property | Aug. 13, 2018 | Aug. 15, 2018property |
Line of Credit Facility [Line Items] | |||
Unencumbered properties (property) | 5 | ||
Multi-Property Loan | Syndicated Investment Facility | |||
Line of Credit Facility [Line Items] | |||
Gross proceeds from credit facility | £ | £ 230 | ||
Multi-Property Loan | Syndicated Investment Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Stated interest rate | 1.975% | ||
Fixed interest, percent of principal amount covered by derivative instrument | 80.00% | ||
Variable interest, percent of principal amount covered by derivative instrument | 20.00% | ||
Number of mortgaged properties (property) | 43 | ||
Repayments of outstanding indebtedness | £ | £ 209 | ||
Encumbered properties (property) | 38 |
Credit Facilities - Credit Faci
Credit Facilities - Credit Facility (Details) - Credit Facility - KeyBank National Association - Unsecured debt | Jul. 02, 2018USD ($) | Jul. 24, 2017USD ($)extension | Sep. 30, 2018EUR (€) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) |
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity (up to) | $ 914,400,000 | $ 725,000,000 | $ 722,200,000 | ||
Increase in aggregate commitments (up to) | 35,631,000 | ||||
Total line of credit commitment | 950,000,000 | ||||
Number of extensions (extension) | extension | 1 | ||||
Extension term | 1 year | ||||
Weighted-average effective interest rate | 3.00% | 3.00% | |||
Available for future borrowings | $ 7,000,000 | ||||
Federal Funds | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate spread | 0.50% | ||||
LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate spread | 1.00% | ||||
LIBOR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate spread | 1.60% | ||||
LIBOR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate spread | 2.20% | ||||
Base Rate | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate spread | 0.60% | ||||
Base Rate | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate spread | 1.20% | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity (up to) | 632,000,000 | ||||
Increase in maximum borrowing capacity | 132,000,000 | ||||
Facility fee multiplier | 0.003 | ||||
Revolving Credit Facility | Above Threshold | |||||
Line of Credit Facility [Line Items] | |||||
Unused capacity commitment fee | 0.25% | ||||
Commitment fee percentage | 50.00% | ||||
Revolving Credit Facility | Below Threshold | |||||
Line of Credit Facility [Line Items] | |||||
Unused capacity commitment fee | 0.15% | ||||
Commitment fee percentage | 50.00% | ||||
Term Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity (up to) | € 246,481,489.42 | $ 286,764,698.68037891 | |||
Increase in maximum borrowing capacity | $ 60,200,000 |
Credit Facilities - Outstanding
Credit Facilities - Outstanding Balance Under Credit Agreement (Details) € in Thousands, £ in Thousands, $ in Thousands | Sep. 30, 2018EUR (€) | Sep. 30, 2018USD ($) | Sep. 30, 2018€ / $ | Sep. 30, 2018£ / $ | Sep. 30, 2018GBP (£) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) | Dec. 31, 2017€ / $ | Dec. 31, 2017£ / $ | Dec. 31, 2017GBP (£) |
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility (Note 5) | $ 455,556 | $ 298,909 | ||||||||
Term Loan, Net | 282,463 | 229,905 | ||||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.16 | 1.30 | 1.20 | 1.35 | ||||||
KeyBank National Association | Credit Facility | Unsecured debt | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Total Credit Facility | 738,019 | 528,814 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | USD | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Total Credit Facility | 368,625 | 209,000 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | GBP | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Total Credit Facility | £ | £ 40,000 | £ 40,000 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | EUR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Total Credit Facility | € | € 276,481 | € 224,637 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility (Note 5) | 455,556 | 298,909 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Revolving Credit Facility | USD | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility (Note 5) | 368,625 | 209,000 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Revolving Credit Facility | GBP | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility (Note 5) | £ | 40,000 | 40,000 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Revolving Credit Facility | EUR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility (Note 5) | € | 30,000 | 30,000 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Term Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term Loan | 286,033 | 233,165 | ||||||||
Deferred financing costs | (3,570) | (3,260) | ||||||||
Term Loan, Net | 282,463 | 229,905 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Term Facility | USD | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term Loan | 0 | 0 | ||||||||
Deferred financing costs | 0 | 0 | ||||||||
Term Loan, Net | $ 0 | $ 0 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Term Facility | GBP | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term Loan | £ | 0 | 0 | ||||||||
Deferred financing costs | £ | 0 | 0 | ||||||||
Term Loan, Net | £ | £ 0 | £ 0 | ||||||||
KeyBank National Association | Credit Facility | Unsecured debt | Term Facility | EUR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Term Loan | € | 246,481 | 194,637 | ||||||||
Deferred financing costs | € | 0 | 0 | ||||||||
Term Loan, Net | € | € 246,481 | € 194,637 |
Credit Facilities - Prior Credi
Credit Facilities - Prior Credit Facility - Terms (Details) - JPMorgan Chase Bank, N.A. - Revolving Credit Facility | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | |
Maximum borrowing capacity (up to) | $ 740,000,000 |
Commitment fee percentage | 50.00% |
Above Threshold | |
Line of Credit Facility [Line Items] | |
Unused capacity commitment fee | 0.25% |
Below Threshold | |
Line of Credit Facility [Line Items] | |
Unused capacity commitment fee | 0.15% |
LIBOR | Line of Credit Facility, Base Rate, Option Three | |
Line of Credit Facility [Line Items] | |
Interest rate spread | 1.00% |
Federal Funds | Line of Credit Facility, Base Rate, Option Two | |
Line of Credit Facility [Line Items] | |
Interest rate spread | 0.50% |
Minimum | Base Rate | Line of Credit Facility, Interest Rate, Option Two | |
Line of Credit Facility [Line Items] | |
Interest rate spread | 0.60% |
Minimum | LIBOR | Line of Credit Facility, Interest Rate, Option One | |
Line of Credit Facility [Line Items] | |
Interest rate spread | 1.60% |
Maximum | Base Rate | Line of Credit Facility, Interest Rate, Option Two | |
Line of Credit Facility [Line Items] | |
Interest rate spread | 1.20% |
Maximum | LIBOR | Line of Credit Facility, Interest Rate, Option One | |
Line of Credit Facility [Line Items] | |
Interest rate spread | 2.20% |
Credit Facilities - Mezzanine F
Credit Facilities - Mezzanine Facility (Details) - Mezzanine Facility - Mortgage notes payable $ in Millions | Mar. 30, 2017EUR (€) | Mar. 30, 2017USD ($) | Dec. 31, 2016EUR (€) | Dec. 31, 2016USD ($) |
Line of Credit Facility [Line Items] | ||||
Aggregate fair value | $ | $ 107 | |||
Debt instrument, face amount | € | € 128,000,000 | |||
Stated interest rate | 8.25% | 8.25% | ||
Repayment of debt | € 52,700,000 | $ 56.5 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value, Financial Instruments Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | $ 10,442 | |
Fair Value, Measurements, Recurring | 2018 Multi Year Outperformance Plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 27,600 | |
Fair Value, Measurements, Recurring | 2015 OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | $ (1,600) | |
Fair Value, Measurements, Recurring | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 1,170 | |
Liability fair value | (4,511) | |
Fair Value, Measurements, Recurring | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 2,797 | |
Liability fair value | (2,737) | |
Fair Value, Measurements, Recurring | Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 3,369 | |
Liability fair value | (6,450) | |
Fair Value, Measurements, Recurring | Put options (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 34 | 63 |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | 2018 Multi Year Outperformance Plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | |
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets Level 1 | 2015 OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | |
Fair Value, Measurements, Recurring | 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] | ||
Derivative asset fair value | 0 | |
Liability fair value | 0 | |
Fair Value, Measurements, Recurring | 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] | ||
Derivative asset fair value | 0 | |
Liability fair value | 0 | |
Fair Value, Measurements, Recurring | 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] | ||
Derivative asset fair value | 0 | |
Liability fair value | 0 | |
Fair Value, Measurements, Recurring | 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 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | 2018 Multi Year Outperformance Plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs Level 2 | 2015 OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 0 | |
Fair Value, Measurements, Recurring | 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] | ||
Derivative asset fair value | 1,170 | |
Liability fair value | (4,511) | |
Fair Value, Measurements, Recurring | 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] | ||
Derivative asset fair value | 2,797 | |
Liability fair value | (2,737) | |
Fair Value, Measurements, Recurring | 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] | ||
Derivative asset fair value | 3,369 | |
Liability fair value | (6,450) | |
Fair Value, Measurements, Recurring | 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 | 34 | 63 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | 2018 Multi Year Outperformance Plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | 27,600 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | 2015 OPP | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity fair value | (1,600) | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Cross currency swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 0 | |
Liability fair value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Foreign currency forwards, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 0 | |
Liability fair value | 0 | |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs Level 3 | Interest rate swaps, net (GBP & EUR) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset fair value | 0 | |
Liability fair value | 0 | |
Fair Value, Measurements, Recurring | 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 Instr_4
Fair Value of Financial Instruments - Level 3 Reconciliation (Details) - Significant Unobservable Inputs Level 3 $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
2015 OPP | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 1,600 |
Fair value adjustment | (1,600) |
Ending balance | 0 |
2018 Multi Year Outperformance Plan | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 0 |
Fair value adjustment | 27,600 |
Ending balance | $ 27,600 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Fair Value, by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | $ 974,515 | $ 984,876 |
Mortgage notes payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Mortgage notes payable | 974,515 | 984,876 |
Deferred financing costs | 8,423 | 5,541 |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 983,634 | 988,490 |
Mortgage notes payable | 1,000,000 | 1,000,000 |
Mortgage (discount) premium, net | 700 | 1,900 |
Deferred financing costs | 8,400 | 5,500 |
Significant Unobservable Inputs Level 3 | Mortgage notes payable | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 982,535 | 963,751 |
Significant Unobservable Inputs Level 3 | Line of Credit | Revolving Credit Facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 455,556 | 298,909 |
Significant Unobservable Inputs Level 3 | Line of Credit | Revolving Credit Facility | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 457,538 | 297,890 |
Significant Unobservable Inputs Level 3 | Line of Credit | Term Facility | Credit Facility | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | 282,463 | 229,905 |
Significant Unobservable Inputs Level 3 | Line of Credit | Term Facility | Credit Facility | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, fair value | $ 286,623 | $ 233,916 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Schedule of Derivatives in Statement of Financial Position, Fair Value (Details) - Swap - Significant Other Observable Inputs Level 2 - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | $ 5,907 | $ (8,881) |
Designated as Hedging Instrument | Foreign currency forwards | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | (304) |
Designated as Hedging Instrument | Cross currency swaps | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | (3,328) |
Designated as Hedging Instrument | Cross currency swaps | GBP | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | (1,183) |
Designated as Hedging Instrument | Cross currency swaps | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 1,170 | 0 |
Designated as Hedging Instrument | Interest rate swaps, net | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | (1,646) | (2,446) |
Designated as Hedging Instrument | Interest rate swaps, net | GBP | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 0 | (3,713) |
Designated as Hedging Instrument | Interest rate swaps, net | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 391 | 0 |
Designated as Hedging Instrument | Interest rate swaps, net | USD | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 5,992 | 2,093 |
Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 1,463 | (4,734) |
Not Designated as Hedging Instrument | Foreign currency forwards | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | (12) | (1,258) |
Not Designated as Hedging Instrument | Foreign currency forwards | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 1,146 | 0 |
Not Designated as Hedging Instrument | Foreign currency forwards | GBP | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | (46) | (1,175) |
Not Designated as Hedging Instrument | Foreign currency forwards | GBP | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 1,709 | 20 |
Not Designated as Hedging Instrument | Put options | EUR | Derivatives assets, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | 34 | 63 |
Not Designated as Hedging Instrument | Interest rate swaps, net | EUR | Derivatives liabilities, at fair value | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives, at fair value | $ (1,368) | $ (2,384) |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Narrative (Details) € in Thousands, £ in Thousands | Jul. 24, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018€ / $ | Sep. 30, 2018£ / $ | Jul. 01, 2018EUR (€) | Jul. 01, 2018GBP (£) | Dec. 31, 2017USD ($) | Dec. 31, 2017€ / $ | Dec. 31, 2017£ / $ | Jul. 24, 2017EUR (€) | Jul. 24, 2017USD ($) | Jul. 24, 2017GBP (£) |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Gain (loss) on derivatives due to ineffectiveness in earnings | $ 107,333 | $ 46,000 | $ 20,699 | $ 100,000 | |||||||||||
Loss for accelerated reclassification of amounts in other comprehensive income to earnings | 90,899 | 116,572 | |||||||||||||
Loss to be reclassified from other comprehensive income | 1,500,000 | ||||||||||||||
Gains (losses) on derivative instruments | 1,290,000 | (3,125,000) | 4,688,000 | (6,585,000) | |||||||||||
Swap liability | 3,071,000 | 3,071,000 | $ 15,791,000 | ||||||||||||
Foreign currency derivative instruments, liability fair value | 373,000,000 | 373,000,000 | € 349,881 | £ 92,213 | |||||||||||
Line of credit, amount drawn | 455,556,000 | 455,556,000 | 298,909,000 | ||||||||||||
Foreign currency exchange rate (gbp, eur per usd) | 1.16 | 1.30 | 1.20 | 1.35 | |||||||||||
Gains (loss) on foreign currency fair value hedge ineffectiveness | 100,000 | (3,800,000) | |||||||||||||
Fair value of derivatives in net liability position | 3,500,000 | 3,500,000 | |||||||||||||
GBP | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Foreign currency derivative instruments, liability fair value | 120,100,000 | 120,100,000 | |||||||||||||
EUR | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Foreign currency derivative instruments, liability fair value | 406,000,000 | 406,000,000 | |||||||||||||
Revolving Credit Facility | JPMorgan Chase Bank, N.A. | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Line of credit, amount drawn | € 276,500 | £ 40,000 | |||||||||||||
Not Designated as Hedging Instrument | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Gains (losses) on derivative instruments | 1,400,000 | (2,000,000) | 4,800,000 | $ (5,400,000) | |||||||||||
Designated as Hedging Instrument | Net Investment Hedging | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Notional amount | 64,007,000 | 64,007,000 | 121,603,000 | ||||||||||||
Interest rate swaps, net | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Notional amount | £ | £ 160,000 | ||||||||||||||
Payment to settle derivatives | $ 2,600,000 | ||||||||||||||
Gains (losses) on derivative instruments | $ (1,100,000) | ||||||||||||||
Derivative instrument, amount novated | € | € 224,000 | ||||||||||||||
Interest rate swaps, net | Not Designated as Hedging Instrument | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Swap liability | $ 700,000 | ||||||||||||||
Cross currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | GBP | Net Investment Hedging | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Notional amount | 64,007,000 | 64,007,000 | 66,282,000 | £ 49,100 | |||||||||||
Payment to settle derivatives | $ 10,600,000 | ||||||||||||||
Cross currency swaps, net (GBP & EUR) | Designated as Hedging Instrument | EUR | Net Investment Hedging | |||||||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||||||
Notional amount | $ 0 | $ 0 | $ 43,222,000 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Schedule of Interest Rate Derivatives (Details) - Designated as Hedging Instrument - Cash Flow Hedging - Swap $ in Thousands | Sep. 30, 2018USD ($)derivative | Dec. 31, 2017USD ($)derivative |
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 64 | 35 |
Notional Amount | $ | $ 604,977 | $ 673,345 |
GBP | ||
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 48 | 19 |
Notional Amount | $ | $ 239,740 | $ 301,155 |
EUR | ||
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 13 | 13 |
Notional Amount | $ | $ 215,237 | $ 222,190 |
USD | ||
Derivative [Line Items] | ||
Number of Instruments (derivative) | derivative | 3 | 3 |
Notional Amount | $ | $ 150,000 | $ 150,000 |
Derivatives and Hedging Activ_6
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of gain (loss) recognized in accumulated other comprehensive income (loss) from derivatives (effective portion) | $ 2,018 | $ (3,738) | $ 8,656 | $ (12,364) |
Amount of gain (loss) recognized in income on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing) | 16 | (1,102) | (96) | (1,007) |
Interest Expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of loss reclassified from accumulated other comprehensive income (loss) into income as interest expense (effective portion) | $ (755) | $ (1,461) | $ (3,090) | $ (4,523) |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - Foreign Cross Currency Derivatives (Details) - Net Investment Hedging - Designated as Hedging Instrument $ in Thousands, £ in Millions | Sep. 30, 2018USD ($)derivative | Dec. 31, 2017USD ($)derivative | Jul. 24, 2017GBP (£) |
Derivative [Line Items] | |||
Number of Instruments (derivative) | 1 | 5 | |
Notional Amount | $ | $ 64,007 | $ 121,603 | |
EUR | Cross currency swaps | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 0 | 3 | |
Notional Amount | $ | $ 0 | $ 43,222 | |
EUR | Foreign currency forwards | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 0 | 1 | |
Notional Amount | $ | $ 0 | $ 12,099 | |
GBP | Cross currency swaps | |||
Derivative [Line Items] | |||
Number of Instruments (derivative) | 1 | 1 | |
Notional Amount | $ 64,007 | $ 66,282 | £ 49.1 |
Derivatives and Hedging Activ_8
Derivatives and Hedging Activities - Summary of Currency Draws and Related Net Investments (Details) € in Thousands, £ in Thousands, $ in Thousands | Sep. 30, 2018USD ($) | Jul. 01, 2018EUR (€) | Jul. 01, 2018GBP (£) | Dec. 31, 2017USD ($) |
Derivative [Line Items] | ||||
Line of credit, amount drawn | $ 455,556 | $ 298,909 | ||
Foreign currency derivative instruments, liability fair value | 373,000 | € 349,881 | £ 92,213 | |
GBP | ||||
Derivative [Line Items] | ||||
Foreign currency derivative instruments, liability fair value | 120,100 | |||
EUR | ||||
Derivative [Line Items] | ||||
Foreign currency derivative instruments, liability fair value | 406,000 | |||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | ||||
Derivative [Line Items] | ||||
Line of credit, amount drawn | € 276,500 | £ 40,000 | ||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | GBP | Individual Investment | ||||
Derivative [Line Items] | ||||
Line of credit, amount drawn | 52,100 | |||
JPMorgan Chase Bank, N.A. | Revolving Credit Facility | EUR | Individual Investment | ||||
Derivative [Line Items] | ||||
Line of credit, amount drawn | $ 320,800 |
Derivatives and Hedging Activ_9
Derivatives and Hedging Activities - Disclosure of Credit Derivatives (Details) - Not Designated as Hedging Instrument - Swap $ in Thousands | Sep. 30, 2018USD ($)derivative | Dec. 31, 2017USD ($)derivative |
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 93 | 58 |
Notional Amount | $ | $ 229,001 | $ 491,846 |
Foreign currency forwards | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 46 | 24 |
Notional Amount | $ | $ 43,500 | $ 32,116 |
Foreign currency forwards | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 41 | 22 |
Notional Amount | $ | $ 42,428 | $ 35,712 |
Interest rate swaps, net | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 5 | 6 |
Notional Amount | $ | $ 140,573 | $ 414,093 |
Put options | GBP | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 0 | 1 |
Notional Amount | $ | $ 0 | $ 675 |
Put options | EUR | ||
Schedule of Foreign Currency Swaps [Line Items] | ||
Number of Instruments (derivative) | derivative | 1 | 5 |
Notional Amount | $ | $ 2,500 | $ 9,250 |
Derivatives and Hedging Acti_10
Derivatives and Hedging Activities - Offsetting Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 10,442 | $ 2,176 |
Gross Amounts of Recognized (Liabilities) | (3,071) | (15,791) |
Gross Amounts Offset on the Balance Sheet, Assets | 0 | 0 |
Gross Amounts Offset on the Balance Sheet, Liabilities | 0 | |
Net Amounts of Assets presented on the Balance Sheet | 10,442 | |
Net Amounts of (Liabilities) presented on the Balance Sheet | (3,071) | (15,791) |
Net Amounts of Assets (Liabilities) presented on the Balance Sheet | (13,615) | |
Financial Instruments, Assets | (55) | 0 |
Financial Instruments, Liabilities | 55 | |
Cash Collateral Received (Posted), Assets | 0 | 0 |
Cash Collateral Received (Posted), Liabilities | 0 | |
Net Amount, Assets | 10,387 | $ (13,615) |
Net Amount, Liabilities | $ (3,016) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Aug. 20, 2018USD ($)$ / sharesshares | Aug. 16, 2018USD ($) | Apr. 01, 2017shares | Feb. 28, 2017 | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017shares | Jun. 30, 2018 | Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Mar. 31, 2018USD ($) |
Conversion of Stock [Line Items] | ||||||||||
Common stock, outstanding (shares) | shares | 72,071,542 | 72,071,542 | 67,287,231 | |||||||
Conversion of stock (shares) | shares | 181,841 | 181,841 | ||||||||
Preferred stock, authorized (shares) | shares | 16,670,000 | 16,670,000 | ||||||||
Common stock dividend rate (usd per share) | $ / shares | $ 2.13 | |||||||||
Common stock, monthly dividend rate (usd per share) | $ / shares | $ 0.1775 | |||||||||
Public Offering | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of shares issued (shares) | shares | 4,600,000 | |||||||||
Gross proceeds from sale of stock | $ 95,000,000 | |||||||||
Offering transaction costs | $ 3,800,000 | |||||||||
Offering price per share (usd per share) | $ / shares | $ 20.65 | |||||||||
Over-Allotment Option | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of shares issued (shares) | shares | 600,000 | |||||||||
Additional offering transaction costs | $ 300,000 | |||||||||
Agent | At-the-Market Program | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Aggregate common stock offering price | $ 175,000,000 | |||||||||
Number of shares issued (shares) | shares | 164,927,000 | 164,927 | ||||||||
Gross proceeds from sale of stock | $ 3,500,000 | $ 3,500,000 | ||||||||
Commissions paid | 35,000 | 35,140,000 | ||||||||
Payments of stock offering costs | $ 300,000 | $ 300,000 | ||||||||
OP Units | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Reverse stock split conversion ratio | 0.3333 | |||||||||
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 | |||||||||
Redeemable Preferred Stock | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Preferred stock, outstanding (shares) | shares | 5,416,890 | 5,416,890 | 5,409,650 | |||||||
Preferred stock, dividend rate | 7.25% | 7.25% | 7.25% | |||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, issued (shares) | shares | 5,416,890 | 5,416,890 | 5,409,650 | |||||||
Preferred stock, authorized (shares) | shares | 13,409,650 | 13,409,650 | 5,409,650 | |||||||
Dividend payout (usd per share) | $ / shares | $ 0.453125 | |||||||||
Preferred stock, liquidation preference (usd per share) | $ / shares | $ 25 | $ 25 | $ 25 | |||||||
Redeemable Preferred Stock | Maximum | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Periods for dividend payment | 30 days | |||||||||
Redeemable Preferred Stock | Minimum | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Periods for dividend payment | 10 days | |||||||||
Redeemable Preferred Stock | Agent | At-the-Market Program | ||||||||||
Conversion of Stock [Line Items] | ||||||||||
Number of shares issued (shares) | shares | 3,225 | 7,240 | ||||||||
Gross proceeds from sale of stock | $ 81,009 | $ 200,000 | ||||||||
Commissions paid | (1,220) | (2,724) | ||||||||
Payments of stock offering costs | $ 100,000 | $ 400,000 | ||||||||
Aggregate preferred stock offering price | $ 200,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Ground Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
2018 (remainder) | $ 347 | $ 347 | ||
2,019 | 1,390 | 1,390 | ||
2,020 | 1,390 | 1,390 | ||
2,021 | 1,390 | 1,390 | ||
2,022 | 1,390 | 1,390 | ||
2,023 | 1,390 | 1,390 | ||
Thereafter | 41,085 | 41,085 | ||
Total | 48,382 | 48,382 | ||
Rent expense | $ 400 | $ 300 | $ 1,100 | $ 1,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - Asset management fees - Service Provider - Defendants vs. Service Providers - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | Apr. 16, 2018 | |
Loss Contingencies [Line Items] | |||
Prepaid management fees | $ 91 | ||
Litigation costs | $ 500 | $ 1,900 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Aug. 14, 2018$ / shares | Apr. 01, 2017shares | Dec. 22, 2016USD ($)installment | Dec. 16, 2016USD ($)shares | Jun. 02, 2015USD ($)$ / shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Jun. 30, 2017shares | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($)property | Dec. 31, 2017USD ($)shares | Oct. 31, 2017property |
Related Party Transaction [Line Items] | ||||||||||||
Due from related parties | $ 16,000 | $ 16,000 | $ 16,000 | |||||||||
Due to related parties | 782,000 | 782,000 | 829,000 | |||||||||
Conversion of stock (shares) | shares | 181,841 | 181,841 | ||||||||||
Distributions paid | 448,000 | $ 574,000 | ||||||||||
Dividends payable | 2,638,000 | $ 2,638,000 | 2,556,000 | |||||||||
Number of real estate properties, no longer subject to oversight fee (property) | property | 12 | |||||||||||
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] | ||||||||||||
Gain (loss) on sale of property | $ 600,000 | |||||||||||
Kulicke & Soffa | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of properties sold (property) | property | 1 | |||||||||||
Stand Alone, Single Tenant, Net Leased | Gross Revenue, Managed Properties | Unaffiliated Third Party Property Management Services | Europe | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Property management fee, percent fee | 0.25% | |||||||||||
All Other Properties, Other than Stand Alone, Single Tenant, Net Leased | Gross Revenue, Managed Properties | Unaffiliated Third Party Property Management Services | Europe | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Property management fee, percent fee | 0.50% | |||||||||||
Singe Tenant Net Lease, Not Part of Shopping Center | Gross Revenue, Managed Properties | Unaffiliated Third Party Property Management Services | Europe | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Property management fee, percent fee | 1.75% | |||||||||||
All Other Property Types, Other Than Stand Alone, Single Tenant, Net Leased and Not Part of Shopping Center | Gross Revenue, Managed Properties | Unaffiliated Third Party Property Management Services | Europe | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Property management fee, percent fee | 3.50% | |||||||||||
The Letter Agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party notes receivable acquired in Merger | $ 5,100,000 | $ 6,300,000 | ||||||||||
Percent over gross offering proceeds to trigger Advisor reimbursement | 2.00% | |||||||||||
Period of installments | 8 months | |||||||||||
Multiple for valuing Class B Units | 2.27 | |||||||||||
Period for valuing Class B Units | 30 days | |||||||||||
Number of equal cash installments (installment) | installment | 8 | |||||||||||
The Letter Agreement | Class B Units | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of shares as reimbursement (shares) | shares | 66,344 | |||||||||||
2015 OPP | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Dividends payable | $ 0 | $ 0 | $ 0 | |||||||||
OP Units | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Units outstanding (shares) | shares | 0 | 0 | 0 | |||||||||
Distributions paid to partners | $ 100,000 | |||||||||||
LTIP Units | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributions paid | $ 200,000 | $ 400,000 | 500,000 | |||||||||
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% | 10.00% | ||||||||||
Third party professional fees and offering costs | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties | $ 800,000 | $ 800,000 | $ 800,000 | |||||||||
Property Operating and General Administrative Expenses | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party expenses | $ 0 | $ 0 | $ 0 | 0 | ||||||||
AR Global, LLC | Global Net Lease Advisors, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Indirect membership interest | 95.00% | 95.00% | ||||||||||
Special Limited Partner | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating partnership units (shares) | shares | 35,900 | 35,900 | 39,904 | |||||||||
Advisor | Properties Sold | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due to related parties | $ 49,000 | $ 49,000 | $ 49,000 | |||||||||
Gain (loss) on sale of property | 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% | |||||||||||
Percent of Core AFFO per weighted average share outstanding in excess of incentive hurdle one | 15.00% | |||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle one (usd per share) | $ / shares | $ 2.37 | |||||||||||
Percent of Core AFFO per weighted average share outstanding in excess of incentive hurdle two | 10.00% | |||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle two (usd per share) | $ / shares | $ 3.08 | |||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle one, period one (usd per share) | $ / shares | $ 2.15 | |||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle one, period two (usd per share) | $ / shares | 2.25 | |||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle two, period one (usd per share) | $ / shares | 2.79 | |||||||||||
Amended Advisory Agreement, incentive compensation core AFFO per share, incentive hurdle two, period two (usd per share) | $ / shares | $ 2.92 | |||||||||||
Minimum base management fee and incentive compensation payable, maximum percent of assets under management, range one | 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 | |||||||||||
Minimum base management fee and incentive compensation payable, maximum percent of assets under management, range two | 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 | |||||||||||
Minimum base management fee and incentive compensation payable, maximum percent of assets under management, range three | 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 | 0.00% | 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% | 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 | American Realty Capital Global Advisors, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due from related parties | 16,000 | 16,000 | $ 16,000 | |||||||||
Related party expenses | $ 0 | 0 | $ 0 | 0 | ||||||||
Advisor | American Realty Capital Global Advisors, LLC | Maximum | Average Invested Assets | 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 | Maximum | Net Income, Excluding Additions to Non-cash Reserves and Gains on Sales of Assets | Greater Of | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Operating expenses as a percentage of benchmark | 25.00% | 25.00% | ||||||||||
Advisor | AR Global, LLC | Global Net Lease Advisors, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Indirect membership interest | 90.00% | 90.00% | ||||||||||
Property Manager | American Realty Capital Global Properties, LLC | Maximum | Gross Revenue, Managed Properties | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Oversight fees as a percentage of benchmark | 1.00% | 1.00% | ||||||||||
Property Manager | American Realty Capital Global Properties, LLC | Maximum | Gross Revenue, Managed Properties | 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 | Maximum | Gross Revenue, Managed Properties | 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% | ||||||||||
Incurred | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party expenses | $ 6,956,000 | 6,368,000 | $ 20,925,000 | 18,988,000 | ||||||||
Incurred | Recurring Fees | Incentive compensation | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party expenses | $ 361,000 | $ 0 | $ 361,000 | $ 0 |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Transfer Asset and Personnel Services | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 300,000 | ||||
Advisor | Variable Base Management Fee | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | $ 1,300,000 | $ 800,000 | $ 3,700,000 | $ 2,100,000 | |
Affiliated Entity | Transfer Asset and Personnel Services | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 100,000 | ||||
Advisor and Dealer Manager | Transfer Asset and Personnel Services | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 100,000 | ||||
Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 6,956,000 | 6,368,000 | 20,925,000 | 18,988,000 | |
Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 1,177,000 | |
(Receivable) Payable | |||||
Related Party Transaction [Line Items] | |||||
Related party (receivable) payable | 49,000 | 49,000 | 348,000 | ||
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 | (Receivable) Payable | |||||
Related Party Transaction [Line Items] | |||||
Related party (receivable) payable | 49,000 | 49,000 | 49,000 | ||
Recurring Fees | Asset management fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 5,312,000 | 5,250,000 | 16,852,000 | 15,647,000 | |
Recurring Fees | Asset management fees | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 0 | |
Recurring Fees | Asset management fees | (Receivable) Payable | |||||
Related Party Transaction [Line Items] | |||||
Related party (receivable) payable | 0 | 0 | 240,000 | ||
Recurring Fees | Property management fees | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 1,283,000 | 1,118,000 | 3,712,000 | 3,341,000 | |
Recurring Fees | Property management fees | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | 0 | 0 | 1,177,000 | |
Recurring Fees | Property management fees | (Receivable) Payable | |||||
Related Party Transaction [Line Items] | |||||
Related party (receivable) payable | 0 | 0 | 59,000 | ||
Recurring Fees | Property management fees | (Receivable) Payable | Prepaid Expenses and Other Current Assets | |||||
Related Party Transaction [Line Items] | |||||
Related party (receivable) payable | 0 | 0 | 200,000 | ||
Recurring Fees | Incentive compensation | Incurred | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 361,000 | 0 | 361,000 | 0 | |
Recurring Fees | Incentive compensation | Forgiven | |||||
Related Party Transaction [Line Items] | |||||
Related party expenses | 0 | $ 0 | 0 | $ 0 | |
Recurring Fees | Incentive compensation | (Receivable) Payable | |||||
Related Party Transaction [Line Items] | |||||
Related party (receivable) payable | $ 0 | $ 0 | $ 0 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | Jul. 19, 2018 | Jun. 02, 2018 | Jun. 02, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Distributions to non-controlling interest holders | $ 448,000 | |||||||
Distributions paid | $ 448,000 | $ 574,000 | ||||||
Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued in lieu of cash (shares) | 0 | 0 | ||||||
Restricted Share Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual retainer payable, cash | 50.00% | 50.00% | ||||||
Annual retainer payable, restricted stock units | 50.00% | 50.00% | ||||||
Restricted Share Plan | Independent Directors | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual retainer payable | $ 100,000 | $ 100,000 | ||||||
Restricted Share Plan | Non-Executive Chair | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Annual retainer payable | 105,000 | 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 | 30,000 | ||||||
2015 OPP | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued during the period (shares) | 3,013,933.0666666669 | |||||||
Compensation (income) expense | $ 1,900,000 | $ (1,000,000) | $ (800,000) | $ (3,200,000) | ||||
Requisite service period | 2 years 9 months 35 days | |||||||
Award value, percent of market capitalization | 5.00% | |||||||
Distribution percent entitled to by LTIP holders | 10.00% | 10.00% | ||||||
2015 OPP | Target | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted share vesting period | 3 years | |||||||
Award performance period | 3 years | |||||||
2015 OPP | Below Threshold | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted share vesting period | 1 year | |||||||
2015 OPP | Threshold | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted share vesting period | 2 years | |||||||
2018 Multi Year Outperformance Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum award value | $ 50,000,000 | |||||||
Share price (usd per share) | $ 19.57 | |||||||
2018 Multi Year Outperformance Plan | Target | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 30.00% | |||||||
Relative TSR excess | 0 | |||||||
2018 Multi Year Outperformance Plan | Below Threshold | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 24.00% | |||||||
Relative TSR excess | (0.06) | |||||||
2018 Multi Year Outperformance Plan | Threshold | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 24.00% | |||||||
Relative TSR excess | (0.06) | |||||||
2018 Multi Year Outperformance Plan | Minimum | Tier One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 24.00% | |||||||
Relative TSR excess | (0.06) | |||||||
2018 Multi Year Outperformance Plan | Minimum | Tier Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 36.00% | |||||||
Relative TSR excess | 0 | |||||||
2018 Multi Year Outperformance Plan | Maximum | Tier One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 30.00% | |||||||
Relative TSR excess | 0 | |||||||
2018 Multi Year Outperformance Plan | Maximum | Tier Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Absolute TSR | 30.00% | |||||||
Relative TSR excess | 0.06 | |||||||
Stock Options | Stock Option Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized (shares) | 500,000 | 500,000 | ||||||
Shares issued during the period (shares) | 0 | 0 | ||||||
Restricted Stock Units (RSUs) | Restricted Share Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Restricted share vesting period | 3 years | |||||||
Percentage of maximum Common Stock available for issuance | 10.00% | |||||||
Restricted Stock | Restricted Share Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation (income) expense | $ 100,000 | $ 100,000 | $ 400,000 | 500,000 | ||||
Restricted Stock | Restricted Share Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Compensation expense | 800,000 | $ 800,000 | ||||||
Weighted average period of recognition | 2 years | |||||||
LTIP Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Distributions paid | 200,000 | $ 400,000 | $ 500,000 | |||||
LTIP Units | Target | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percent | 33.33% | |||||||
LTIP Units | Below Threshold | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percent | 33.33% | |||||||
LTIP Units | Threshold | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percent | 33.33% | |||||||
LTIP Units | Advisor | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Distributions to non-controlling interest holders | $ 100,000 | |||||||
LTIP Units | 2018 Multi Year Outperformance Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued during the period (shares) | 2,554,930 | |||||||
LTIP Units | 2018 Multi Year Outperformance Plan | Advisor | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued during the period (shares) | 2,554,930 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Target and Maximum Performance Goals (Details) - 2018 Multi Year Outperformance Plan | Jul. 19, 2018shares |
Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of Absolute TSR LTIP Units Earned) | 0.00% |
Absolute TSR | 24.00% |
Number of Absolute TSR LTIP Units Earned (shares) | 0 |
Performance Level (% of Relative TSR LTIP Units Earned) | 0.00% |
Relative TSR Excess | (0.06) |
Number of Absolute TSR LTIP Units Earned (shares) | 0 |
Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of Absolute TSR LTIP Units Earned) | 25.00% |
Absolute TSR | 24.00% |
Number of Absolute TSR LTIP Units Earned (shares) | 319,366 |
Performance Level (% of Relative TSR LTIP Units Earned) | 25.00% |
Relative TSR Excess | (0.06) |
Number of Absolute TSR LTIP Units Earned (shares) | 319,366 |
Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of Absolute TSR LTIP Units Earned) | 50.00% |
Absolute TSR | 30.00% |
Number of Absolute TSR LTIP Units Earned (shares) | 638,733 |
Performance Level (% of Relative TSR LTIP Units Earned) | 50.00% |
Relative TSR Excess | 0 |
Number of Absolute TSR LTIP Units Earned (shares) | 638,733 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Level (% of Absolute TSR LTIP Units Earned) | 100.00% |
Absolute TSR | 36.00% |
Number of Absolute TSR LTIP Units Earned (shares) | 1,277,465 |
Performance Level (% of Relative TSR LTIP Units Earned) | 100.00% |
Relative TSR Excess | 0.06 |
Number of Absolute TSR LTIP Units Earned (shares) | 1,277,465 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Arrangements by Share-based Payment Award (Details) - Restricted Share Plan - Restricted Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Number RSUs | |
Unvested, beginning of period (shares) | shares | 49,112 |
Vested (shares) | shares | (19,384) |
Granted (shares) | shares | 17,039 |
Forfeitures (shares) | shares | 0 |
Unvested, end of period (shares) | shares | 46,767 |
Weighted-Average Issue Price | |
Weighted Average Issue Price, beginning period (usd per share) | $ / shares | $ 24.29 |
Vested (usd per share) | $ / shares | 24.43 |
Granted (usd per share) | $ / shares | 18.34 |
Forfeitures (usd per share) | $ / shares | 0 |
Weighted Average Issue Price, end of period (usd per share) | $ / shares | $ 22.05 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Total Return (Details) - Multi-year outperformance agreement | Jun. 02, 2015 |
Performance Period | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute component, base percent | 4.00% |
Absolute component of total return, percent | 21.00% |
Relative component, base percent | 4.00% |
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% |
Absolute component of total return, percent | 7.00% |
Relative component, base percent | 4.00% |
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% |
Absolute component of total return, percent | 14.00% |
Relative component, base percent | 4.00% |
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, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to common stockholders | $ 177 | $ 2,104 | $ 7,826 | $ 14,733 |
Adjustments to net (loss) income attributable to common stockholders for common share equivalents | (316) | (186) | (526) | (556) |
Adjusted net (loss) income attributable to common stockholders | $ (139) | $ 1,918 | $ 7,300 | $ 14,177 |
Basic and diluted net income per share attributable to common stockholders (usd per share) | $ 0 | $ 0.03 | $ 0.11 | $ 0.21 |
Weighted average shares outstanding: | ||||
Basic (shares) | 69,441,639 | 67,286,615 | 68,014,855 | 66,739,723 |
Diluted (shares) | 69,441,639 | 67,286,615 | 68,417,253 | 66,739,723 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | Jun. 02, 2018 | Jun. 02, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (shares) | 2,157,361 | 3,063,460 | 355,631 | 3,124,740 | |||
2015 OPP | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Shares issued during the period (shares) | 3,013,933.0666666669 | ||||||
LTIP Units | 2018 Multi Year Outperformance Plan | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Shares issued during the period (shares) | 2,554,930 | ||||||
LTIP Units | 2015 OPP | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Shared forfeited (shares) | 3,013,933 | ||||||
Unvested restricted shares | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (shares) | 46,767 | 49,527 | 0 | 49,527 | |||
OP Units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (shares) | 0 | 0 | 0 | 61,280 | |||
LTIP Units | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Antidilutive securities (shares) | 2,110,594 | 3,013,933 | 355,631 | 3,013,933 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
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 |