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Related-Party Transactions | 12 Months Ended
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Dec. 31, 2017
Related Party Transactions [Abstract] |
Related-Party Transactions |
15. RELATED PARTY EXPENSE
Economic Dependency—Prior to the completion of the PELP transaction, we were dependent on PE-NTR, Phillips Edison & Company Ltd. (the “Property Manager”), and their respective affiliates for certain services that were essential to us, including asset acquisition and disposition decisions, asset management, operating and leasing of our properties, and other general and administrative responsibilities. Upon closing of the transaction on October 4, 2017, we now have an internalized management structure and our relationship with PE-NTR and the Property Manager was acquired. Advisory Agreement—PE-NTR and ARC were entitled to specified fees and expenditure reimbursements for certain services, including managing our day-to-day activities and implementing our investment strategy under advisory agreements. On September 1, 2017, in connection with the termination of ARC’s and PE-NTR’s fee-sharing arrangements (see Note 11), we entered into an amended advisory agreement (the “PE-NTR Agreement”). Under the PE-NTR Agreement, all fees payable to PE-NTR were decreased by 15%. Other than the foregoing, there were no material changes in the PE-NTR Agreement. Upon closing of the PELP transaction on October 4, 2017, the PE-NTR Agreement was terminated. As a result, we will no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of December 31, 2017. Asset Management Fee and Subordinated Participation
Date | Rate | Payable | Description
January 1, 2015 through September 30, 2015 | 1.00% | 80% in Class B units; 20% in cash | One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV.
October 1, 2015 through August 31, 2017 | 1.00% | 80% in cash; 20% in Class B units | One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV.
September 1, 2017 through September 19, 2017 | 0.85% | 80% in cash; 20% in Class B units | One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month. One-quarter of the rate was paid out quarterly in Class B units based on the lower of the cost of assets or the applicable quarterly NAV, divided by the per share NAV.
September 20, 2017 through October 4, 2017 | 0.85% | 100% in cash | One-twelfth of the rate was paid out monthly in cash based on asset cost as of the last day of the preceding month.
The Class B units we issued for asset management services (and OP units converted from previously issued and vested Class B units) are entitled to receive distributions at the same rate as is paid to common stockholders. On September 1, 2017, pursuant to the PE-NTR Agreement, we redeemed all outstanding Class B units and OP units owned by ARC. Upon closing of the PELP transaction on October 4, 2017, the 2.7 million outstanding Class B units vested as a result of meeting the required economic hurdle, and were converted to OP units. As such, as of December 31, 2017, we had no Class B units outstanding. As of December 31, 2016, we had 2.6 million Class B units outstanding that had been issued for asset management services. Other Advisory Fees and Reimbursements Paid in Cash
Fee Type | Date | Rate | Description
Acquisition fee | January 1, 2015 through August 31, 2017 | 1.00% | Equal to the product of (x) the rate by (y) the cost of investments we acquired or originated, including any debt attributable to such investments.
September 1, 2017 through October 4, 2017 | 0.85%
Acquisition expenses | January 1, 2015 through October 4, 2017 | N/A | Reimbursements for direct expenses incurred related to selecting, evaluating, and acquiring assets on our behalf, including certain personnel costs.
Disposition Fee | January 1, 2015 through August 31, 2017 | 2.00% | Fee paid for substantial assistance, as determined by the conflicts committee of our Board, in connection with the sale of properties or other investments.
September 1, 2017 through October 4, 2017 | 1.70%
Financing Fee | January 1, 2015 through August 31, 2015 | 0.75% | Fee paid on all amounts made available under any loan or line of credit.
General and Administrative Expenses—As of December 31, 2016, we owed PE-NTR approximately $43,000 for general and administrative expenses paid on our behalf. Summarized below are the fees earned by and the expenses reimbursable to PE-NTR and ARC for the years ended December 31, 2017, 2016, and 2015. This table includes any related amounts unpaid as of December 31, 2016, except for unpaid general and administrative expenses, which we disclose above (in thousands):
| For the Year Ended December 31, |  | Unpaid as of December 31,
| 2017 |  | 2016 |  | 2015 |  | 2016
Acquisition fees(1) | $ | 1,344 |  |  | $ | 2,342 |  |  | $ | 1,247 |  |  | $ | — |
Acquisition expenses(1) | 583 |  |  | 464 |  |  | 208 |  |  | 29 |
Asset management fees(2) | 15,573 |  |  | 19,239 |  |  | 4,601 |  |  | 1,687 |
OP units distribution(3) | 1,373 |  |  | 1,866 |  |  | 1,820 |  |  | 158 |
Class B unit distribution(4) | 1,409 |  |  | 1,576 |  |  | 625 |  |  | 148 |
Financing fees | — |  |  | — |  |  | 3,228 |  |  | — |
Disposition fees(5) | 19 |  |  | 745 |  |  | 47 |  |  | — |
Total | $ | 20,301 |  |  | $ | 26,232 |  |  | $ | 11,776 |  |  | $ | 2,022 |
(1) | Prior to January 1, 2017, acquisition and due diligence fees were recorded on our consolidated statements of operations. The majority of these costs are now capitalized and allocated to the related investment in real estate assets on the consolidated balance sheets based on the acquisition-date fair values of the respective assets and liabilities acquired.
(2) | Asset management fees are presented in General and Administrative on the consolidated statements of operations.
(3) | The distributions paid to OP unit holders represent amounts paid prior to the PELP transaction. Subsequent to that date, our relationship with PE-NTR was acquired. Distributions are presented as Distributions to Noncontrolling Interests on the consolidated statements of equity.
(4) | The distributions paid to holders of unvested Class B units are presented in General and Administrative on the consolidated statements of operations and exclude the reclassification of prior distributions to Noncontrolling Interests on our consolidated statements of operations.
(5) | Disposition fees are presented as Other Income, Net on the consolidated statements of operations.
Property Management Agreement—Prior to the completion of the PELP transaction, all of our real properties were managed and leased by the Property Manager, which was wholly-owned by PELP. The Property Manager also managed real properties owned by Phillips Edison affiliates and other third parties. Upon closing of the transaction on October 4, 2017, our agreement with the Property Manager was terminated. As a result, we will no longer pay the fees listed below and had no outstanding unpaid amounts related to those fees as of December 31, 2017. Property Manager Fees and Reimbursements Paid in Cash
Fee Type | Rate | Description
Property Management | 4.00% | Equal to the product of (x) the monthly gross cash receipts from the properties managed by (y) the rate.
Leasing Commissions | Market Rate | Paid for leasing services rendered with respect to a particular property, primarily if a tenant exercised an option to extend an existing lease.
Construction Management | Market Rate | Paid for construction management services rendered with respect to a particular property.
Other Expenses and Reimbursements | N/A | Costs and expenses incurred by the Property Manager on our behalf, including employee compensation, legal, travel, and other out-of-pocket expenses that were directly related to the management of specific properties and corporate matters, as well as fees and expenses of third-party accountants.
Summarized below are the fees earned by and the expenses reimbursable to the Property Manager for the years ended December 31, 2017, 2016, and 2015, and any related amounts unpaid as of December 31, 2017 and 2016 (in thousands):
| For the Year Ended December 31, |  | Unpaid as of December 31,
| 2017 |  | 2016 |  | 2015 |  | 2016
Property management fees(1) | $ | 8,360 |  |  | $ | 9,929 |  |  | $ | 9,108 |  |  | $ | 840 |
Leasing commissions(2) | 6,670 |  |  | 7,701 |  |  | 7,316 |  |  | 705 |
Construction management fees(2) | 1,367 |  |  | 1,127 |  |  | 1,117 |  |  | 165 |
Other fees and reimbursements(3) | 6,234 |  |  | 5,627 |  |  | 5,533 |  |  | 796 |
Total | $ | 22,631 |  |  | $ | 24,384 |  |  | $ | 23,074 |  |  | $ | 2,506 |
(1) | The property management fees are included in Property Operating on the consolidated statements of operations.
(2) | Leasing commissions paid for leases with terms less than one year are expensed immediately and included in Depreciation and Amortization on the consolidated statements of operations. Leasing commissions paid for leases with terms greater than one year, and construction management fees, are capitalized and amortized over the life of the related leases or assets.
(3) | Other fees and reimbursements are included in Property Operating, General and Administrative, and Transaction Expenses on the consolidated statements of operations based on the nature of the expense.
Other Related Party Matters—Under the terms of the advisory agreement, we have incurred organizational and offering costs related to REIT III. A portion of those costs were incurred by Griffin Capital Corporation (“Griffin sponsor”), a co-sponsor of REIT III. The Griffin sponsor owns a 25% interest and we own a 75% interest in the REIT III Advisor. As such, $1.4 million of the receivable we have from REIT III is reimbursable to the Griffin sponsor and is recorded in Accounts Payable - Affiliates on the consolidated balance sheets. Upon completion of the PELP transaction, we assumed PELP’s obligation as the limited guarantor for up to $200 million, capped at $50 million in most instances, of NRP’s debt. Our guarantee is limited to being the non-recourse carveout guarantor and the environmental indemnitor.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745 + Details
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