Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Document Information [Line Items] | ||
Entity Registrant Name | SPIRIT REALTY CAPITAL, INC. | |
Entity Central Index Key | 0001308606 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 136,341,685 | |
Entity File Number | 001-36004 | |
Entity Tax Identification Number | 20-1676382 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 2727 North Harwood Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 972 | |
Local Phone Number | 476-1900 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Common Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SRC | |
Title of 12(b) Security | Common stock, par value $0.05 per share | |
Security Exchange Name | NYSE | |
6.000% Series A Cumulative Redeemable Preferred Stock | ||
Document Information [Line Items] | ||
Trading Symbol | SRC-A | |
Title of 12(b) Security | 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Real estate assets held for investment: | ||
Land and improvements | $ 2,705,232 | $ 2,516,715 |
Buildings and improvements | 5,564,537 | 4,962,203 |
Less: accumulated depreciation | (1,141,430) | (1,033,391) |
Total real estate assets held for investment, net | 7,128,339 | 6,445,527 |
Intangible lease assets, net | 443,345 | 426,972 |
Real estate assets under direct financing leases, net | 7,441 | 7,442 |
Real estate assets held for sale, net | 4,679 | 8,264 |
Loans receivable, net | 23,023 | 10,450 |
Total investments, net | 7,606,827 | 6,898,655 |
Cash and cash equivalents | 5,444 | 17,799 |
Deferred costs and other assets, net | 244,362 | 188,816 |
Goodwill | 225,600 | 225,600 |
Total assets | 8,082,233 | 7,330,870 |
Liabilities: | ||
Revolving credit facilities | 694,500 | 288,400 |
Senior Unsecured Notes, net | 2,720,562 | 2,718,641 |
Mortgages payable, net | 5,271 | 5,551 |
Total debt, net | 3,420,333 | 3,012,592 |
Intangible lease liabilities, net | 123,497 | 128,077 |
Accounts payable, accrued expenses and other liabilities | 185,532 | 190,402 |
Total liabilities | 3,729,362 | 3,331,071 |
Commitments and contingencies (see Note 6) | ||
Stockholders’ equity: | ||
Preferred stock and paid in capital, $0.01 par value, 20,000,000 shares authorized: 6,900,000 shares issued and outstanding at both June 30, 2022 and December 31, 2021 | 166,177 | 166,177 |
Common stock, $0.05 par value, 350,000,000 shares authorized: 136,341,685 and 127,699,235 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 6,817 | 6,385 |
Capital in excess of common stock par value | 7,071,150 | 6,673,440 |
Accumulated deficit | (2,886,830) | (2,840,356) |
Accumulated other comprehensive loss | (4,443) | (5,847) |
Total stockholders’ equity | 4,352,871 | 3,999,799 |
Total liabilities and stockholders’ equity | $ 8,082,233 | $ 7,330,870 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders’ equity: | ||
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 6,900,000 | 6,900,000 |
Preferred stock, shares outstanding | 6,900,000 | 6,900,000 |
Common stock, par value per share (in USD per share) | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 136,341,685 | 127,699,235 |
Common stock, shares outstanding | 136,341,685 | 127,699,235 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Rental income | $ 173,559 | $ 164,449 | $ 340,634 | $ 299,107 |
Interest income on loans receivable | 522 | 841 | ||
Earned income from direct financing leases | 131 | 132 | 262 | 263 |
Other operating income | 723 | 45 | 1,594 | 397 |
Total revenues | 174,935 | 164,626 | 343,331 | 299,767 |
Expenses: | ||||
General and administrative | 13,421 | 13,450 | 28,095 | 26,496 |
Property costs (including reimbursable) | 6,950 | 6,319 | 15,205 | 11,771 |
Deal pursuit costs | 655 | 257 | 1,020 | 499 |
Interest | 27,594 | 26,170 | 53,617 | 52,794 |
Depreciation and amortization | 72,898 | 60,074 | 142,006 | 117,161 |
Impairments | 9,398 | 7,800 | 9,525 | 14,530 |
Total expenses | 130,916 | 114,070 | 249,468 | 223,251 |
Other income: | ||||
Loss on debt extinguishment | (10) | (172) | (29,187) | |
Gain on disposition of assets | 38,928 | 37,507 | 39,805 | 39,343 |
Other income | 5,679 | |||
Total other income | 38,928 | 37,497 | 45,312 | 10,156 |
Income before income tax expense | 82,947 | 88,053 | 139,175 | 86,672 |
Income tax expense | (207) | (129) | (379) | (217) |
Net income | 82,740 | 87,924 | 138,796 | 86,455 |
Dividends paid to preferred shareholders | (2,588) | (2,588) | (5,176) | (5,176) |
Net income attributable to common stockholders | $ 80,152 | $ 85,336 | $ 133,620 | $ 81,279 |
Net income per share attributable to common stockholders: | ||||
Basic (in USD per share) | $ 0.60 | $ 0.74 | $ 1.02 | $ 0.71 |
Diluted (in USD per share) | $ 0.60 | $ 0.74 | $ 1.02 | $ 0.70 |
Weighted average shares of common stock outstanding: | ||||
Basic (in shares) | 134,147,541 | 115,005,740 | 131,066,799 | 114,840,397 |
Diluted (in shares) | 134,219,450 | 115,557,555 | 131,307,057 | 115,212,294 |
Dividends declared per common share/per partnership unit issued (in USD per share) | $ 0.6380 | $ 0.6250 | $ 1.2760 | $ 1.2500 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income attributable to common stockholders | $ 80,152 | $ 85,336 | $ 133,620 | $ 81,279 |
Other comprehensive income: | ||||
Net reclassification of amounts from AOCL | 702 | 702 | 1,404 | 1,404 |
Total comprehensive income | $ 80,854 | $ 86,038 | $ 135,024 | $ 82,683 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | AOCL |
Beginning balance, value at Dec. 31, 2020 | $ 3,601,120 | $ 166,177 | $ 5,741 | $ 6,126,503 | $ (2,688,647) | $ (8,654) |
Preferred shares outstanding, beginning balance at Dec. 31, 2020 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Dec. 31, 2020 | 114,812,615 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1,469) | (1,469) | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net income attributable to common stockholders | (4,057) | (4,057) | ||||
Other comprehensive income | 702 | 702 | ||||
Dividends declared on common stock | (71,837) | (71,837) | ||||
Tax withholdings related to net stock settlements | (3,843) | $ (6) | (3,837) | |||
Tax withholdings related to net stock settlements (in shares) | (98,413) | |||||
Stock-based compensation, net | 2,971 | $ 12 | 3,366 | (407) | ||
Stock-based compensation, net (in shares) | 233,784 | |||||
Ending balance, value at Mar. 31, 2021 | 3,525,056 | $ 166,177 | $ 5,747 | 6,129,869 | (2,768,785) | (7,952) |
Preferred shares outstanding, ending balance at Mar. 31, 2021 | 6,900,000 | |||||
Common shares outstanding, ending balance at Mar. 31, 2021 | 114,947,986 | |||||
Beginning balance, value at Dec. 31, 2020 | 3,601,120 | $ 166,177 | $ 5,741 | 6,126,503 | (2,688,647) | (8,654) |
Preferred shares outstanding, beginning balance at Dec. 31, 2020 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Dec. 31, 2020 | 114,812,615 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 86,455 | |||||
Net income attributable to common stockholders | 81,279 | |||||
Other comprehensive income | 1,404 | |||||
Ending balance, value at Jun. 30, 2021 | 3,684,824 | $ 166,177 | $ 5,955 | 6,278,735 | (2,758,793) | (7,250) |
Preferred shares outstanding, ending balance at Jun. 30, 2021 | 6,900,000 | |||||
Common shares outstanding, ending balance at Jun. 30, 2021 | 119,103,912 | |||||
Beginning balance, value at Mar. 31, 2021 | 3,525,056 | $ 166,177 | $ 5,747 | 6,129,869 | (2,768,785) | (7,952) |
Preferred shares outstanding, beginning balance at Mar. 31, 2021 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Mar. 31, 2021 | 114,947,986 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 87,924 | 87,924 | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net income attributable to common stockholders | 85,336 | 85,336 | ||||
Other comprehensive income | 702 | 702 | ||||
Dividends declared on common stock | (74,436) | (74,436) | ||||
Tax withholdings related to net stock settlements | (549) | $ (1) | (548) | |||
Tax withholdings related to net stock settlements (in shares) | (12,597) | |||||
Issuance of shares of common stock, net | 145,461 | $ 206 | 145,255 | |||
Issuance of shares of common stock, net (in shares) | 4,116,932 | |||||
Stock-based compensation, net | 3,254 | $ 3 | 3,611 | (360) | ||
Stock-based compensation, net (in shares) | 51,591 | |||||
Ending balance, value at Jun. 30, 2021 | 3,684,824 | $ 166,177 | $ 5,955 | 6,278,735 | (2,758,793) | (7,250) |
Preferred shares outstanding, ending balance at Jun. 30, 2021 | 6,900,000 | |||||
Common shares outstanding, ending balance at Jun. 30, 2021 | 119,103,912 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 3,999,799 | $ 166,177 | $ 6,385 | 6,673,440 | (2,840,356) | (5,847) |
Preferred shares outstanding, beginning balance at Dec. 31, 2021 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, beginning balance at Dec. 31, 2021 | 127,699,235 | 127,699,235 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 56,056 | 56,056 | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net income attributable to common stockholders | 53,468 | 53,468 | ||||
Other comprehensive income | 702 | 702 | ||||
Dividends declared on common stock | (85,688) | (85,688) | ||||
Tax withholdings related to net stock settlements | (6,410) | $ (2) | (6,408) | |||
Tax withholdings related to net stock settlements (in shares) | (39,028) | |||||
Issuance of shares of common stock, net | 299,768 | $ 328 | 299,440 | |||
Issuance of shares of common stock, net (in shares) | 6,559,406 | |||||
Stock-based compensation, net | 3,529 | $ 4 | 4,021 | (496) | ||
Stock-based compensation, net (in shares) | 86,888 | |||||
Ending balance, value at Mar. 31, 2022 | 4,265,168 | $ 166,177 | $ 6,715 | 6,976,901 | (2,879,480) | (5,145) |
Preferred shares outstanding, ending balance at Mar. 31, 2022 | 6,900,000 | |||||
Common shares outstanding, ending balance at Mar. 31, 2022 | 134,306,501 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 3,999,799 | $ 166,177 | $ 6,385 | 6,673,440 | (2,840,356) | (5,847) |
Preferred shares outstanding, beginning balance at Dec. 31, 2021 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, beginning balance at Dec. 31, 2021 | 127,699,235 | 127,699,235 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 138,796 | |||||
Net income attributable to common stockholders | 133,620 | |||||
Other comprehensive income | 1,404 | |||||
Tax withholdings related to net stock settlements | (6,400) | |||||
Ending balance, value at Jun. 30, 2022 | $ 4,352,871 | $ 166,177 | $ 6,817 | 7,071,150 | (2,886,830) | (4,443) |
Preferred shares outstanding, ending balance at Jun. 30, 2022 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, ending balance at Jun. 30, 2022 | 136,341,685 | 136,341,685 | ||||
Beginning balance, value at Mar. 31, 2022 | $ 4,265,168 | $ 166,177 | $ 6,715 | 6,976,901 | (2,879,480) | (5,145) |
Preferred shares outstanding, beginning balance at Mar. 31, 2022 | 6,900,000 | |||||
Common shares outstanding, beginning balance at Mar. 31, 2022 | 134,306,501 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 82,740 | 82,740 | ||||
Dividends declared on preferred stock | (2,588) | (2,588) | ||||
Net income attributable to common stockholders | 80,152 | 80,152 | ||||
Other comprehensive income | 702 | 702 | ||||
Dividends declared on common stock | (86,987) | (86,987) | ||||
Tax withholdings related to net stock settlements | (17) | (17) | ||||
Tax withholdings related to net stock settlements (in shares) | (403) | |||||
Issuance of shares of common stock, net | 89,964 | $ 100 | 89,864 | |||
Issuance of shares of common stock, net (in shares) | 1,999,996 | |||||
Stock-based compensation, net | 3,889 | $ 2 | 4,385 | (498) | ||
Stock-based compensation, net (in shares) | 35,591 | |||||
Ending balance, value at Jun. 30, 2022 | $ 4,352,871 | $ 166,177 | $ 6,817 | $ 7,071,150 | $ (2,886,830) | $ (4,443) |
Preferred shares outstanding, ending balance at Jun. 30, 2022 | 6,900,000 | 6,900,000 | ||||
Common shares outstanding, ending balance at Jun. 30, 2022 | 136,341,685 | 136,341,685 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||||
Net income (loss) | $ 82,740 | $ 87,924 | $ 138,796 | $ 86,455 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 72,898 | 60,074 | 142,006 | 117,161 |
Impairments | 9,398 | 7,800 | 9,525 | 14,530 |
Amortization of deferred financing costs | 1,240 | 1,005 | 2,162 | 2,116 |
Amortization of debt discounts | 316 | 637 | 629 | 1,523 |
Amortization of deferred losses on interest rate swaps | 702 | 702 | 1,404 | 1,404 |
Stock-based compensation expense | 8,412 | 6,992 | ||
Loss on debt extinguishment | 10 | 172 | 29,187 | |
Gain on dispositions of real estate and other assets | (38,928) | (37,507) | (39,805) | (39,343) |
Non-cash revenue | (18,815) | (28,801) | ||
Other | 9 | |||
Changes in operating assets and liabilities: | ||||
Deferred costs and other assets, net | (2,627) | (1,091) | ||
Accounts payable, accrued expenses and other liabilities | (17,517) | 1,351 | ||
Net cash provided by operating activities | 224,342 | 191,493 | ||
Investing activities | ||||
Acquisitions of real estate | (872,742) | (480,180) | ||
Capitalized real estate expenditures | (37,319) | (2,627) | ||
Investments in loans receivable | (12,700) | |||
Proceeds from dispositions of real estate and other assets, net | 111,244 | 87,439 | ||
Net cash used in investing activities | (811,517) | (395,368) | ||
Financing activities | ||||
Borrowings under revolving credit facilities | 991,600 | 457,700 | ||
Repayments under revolving credit facilities | (585,500) | (444,700) | ||
Repayments under mortgages payable | (258) | (208,640) | ||
Repayments under term loans | (178,000) | |||
Repayments under Convertible Notes | (190,426) | |||
Borrowings under Senior Unsecured Notes | 794,842 | |||
Debt extinguishment costs | (26,686) | |||
Deferred financing costs | (8,692) | (7,066) | ||
Proceeds from issuance of common stock, net of offering costs | 389,674 | 145,659 | ||
Repurchase of shares of common stock, including tax withholdings related to net stock settlements | (6,427) | (4,392) | ||
Common stock dividends paid | (168,884) | (144,981) | ||
Preferred stock dividends paid | (5,176) | (5,176) | ||
Net cash provided by financing activities | 606,337 | 188,134 | ||
Net increase in cash, cash equivalents and restricted cash | 19,162 | (15,741) | ||
Cash, cash equivalents and restricted cash, beginning of period | 17,799 | 83,298 | ||
Cash, cash equivalents and restricted cash, end of period | 36,961 | 67,557 | 36,961 | 67,557 |
Cash paid for interest, net of interest capitalized | 49,241 | 43,791 | ||
Interest capitalized | 326 | |||
Cash paid for income taxes | 527 | 493 | ||
Supplemental Disclosures of Non-Cash Activities: | ||||
Dividends declared and unpaid | 86,987 | 74,440 | 86,987 | 74,440 |
Accrued market-based award dividend rights | 994 | 750 | ||
Accrued capitalized costs | $ 14,749 | 1,703 | $ 14,749 | 1,703 |
Accrued deferred financing costs | $ 5 | $ 5 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | NOTE 1. ORGANIZATION Organization and Operations Spirit Realty Capital, Inc. (the "Corporation" or "Spirit" or, with its consolidated subsidiaries, the "Company") operates as a self-administered and self-managed REIT that seeks to generate sustainable and attractive returns for stockholders by primarily investing in and managing a portfolio of single-tenant, operationally essential real estate throughout the The Company’s operations are generally carried out through Spirit Realty, L.P. (the "Operating Partnership") and its subsidiaries. Spirit General OP Holdings, LLC, one of the Corporation’s wholly-owned subsidiaries, is the sole general partner and owns approximately . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACOUNTING POLICIES Basis of Accounting and Principles of Consolidation The accompanying consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the consolidated financial statements include the normal, recurring adjustments necessary for fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2021. The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries, including the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements include certain special purpose entities that were formed to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted to do so under their governing documents. As of June 30, 2022 and December 31, 2021, net assets totaling $11.9 million and $12.3 million, respectively, were held, and net liabilities totaling $5.2 million and $5.5 million, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. Segment Reporting The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. Revenue Recognition Rental Income: Cash and Straight-line Rent The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. To evaluate lease classification, the Company assesses the terms and conditions of the lease to determine the appropriate lease term. Options to extend, terminate or purchase are not included in the evaluation for lease classification or for recognition of rental income unless the Company is reasonably certain the tenant will exercise the option. Evaluation of lease classification also requires an estimate of the residual value of the real estate at the end of the lease term. For acquisitions, the Company uses the tangible value of the property at the date of acquisition. For lease modifications, the Company generally uses sales comparables or a direct capitalization approach to determine residual value. The Company elected to account for lease concessions consistent with ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether they explicitly exist in the lease) The Company’s leases generally provide for rent escalations throughout the term of the lease. For leases with fixed rent escalators, rental income is recognized on a straight-line basis to produce a constant periodic rent over the term of the lease. Accordingly, the difference between rental income recognized on a straight-line basis and billed rents is recorded as rent receivables, which the Company will receive only if the tenant makes all rent payments required through the initial term of their lease. For leases with variable rent escalators, rental income typically increases at a multiple of any increase in the CPI over a specified period and may adjust annually or over multiple-year periods. Because of the volatility and uncertainty regarding future changes in the CPI and the Company’s inability to determine the extent to which any specific future change in the CPI is probable, increases from variable rent escalators are recognized when the changes in the rental rates have occurred. Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales, which is recognized as rental income when the change in the factor on which the contingent lease payment is based has occurred. Rental income is subject to an evaluation for collectability, which includes management’s estimates of amounts that will not be realized based on an assessment of the risks inherent in the portfolio, considering historical experience, as well as the tenant's payment history and financial condition. The Company does not recognize rental income for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, management reviewed all amounts recognized on a tenant-by-tenant basis for collectability. Rental Income: Tenant Reimbursement Revenue Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Certain leases contain additional amounts recoverable from tenants for common area maintenance and certain other expenses, which are non-lease components. The Company elected to combine all its non-lease components, which were determined to have the same pattern of transfer as the related operating lease component, into a single combined lease component. Tenant reimbursement revenue is variable and is recognized in the period in which the related expenses are incurred, with the related expenses included in property costs (including reimbursable) on the Company’s consolidated statements of operations. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur. Tenant receivables are reduced for amounts that are not probable of collection. Rental Income: Intangible Amortization Initial direct costs associated with the origination of a lease are deferred and amortized as an adjustment to rental revenue. Above- and below-market lease intangibles are amortized as a decrease and increase, respectively, to rental revenue. Amortization of in-place lease intangibles is included in depreciation and amortization expense. All lease intangibles are amortized on a straight-line basis over the term of the lease, which includes any renewal options the Company is reasonably certain the tenant will exercise. If the Company subsequently determines it is reasonably certain that the tenant will not exercise the renewal options, the unamortized portion of any related lease intangible is accelerated over the remaining initial term of the lease. If the Company believes a lease intangible balance is no longer recoverable, the unamortized portion is immediately recognized in impairments in the Company’s consolidated statements of operations. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term investments. Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2022 December 31, 2021 June 30, 2021 Cash and cash equivalents $ 5,444 $ 17,799 $ 9,403 Restricted cash: Funds held in escrow ( 1) 2,347 — — 1031 Exchange proceeds 29,170 — 58,154 Total cash, cash equivalents and restricted cash $ 36,961 $ 17,799 $ 67,557 (1) Tenant Receivables The Company reviews its rent and other tenant receivables for collectability on a regular basis, considering changes in factors such as the tenant’s payment history, the tenant’s financial condition, industry conditions in which the tenant operates and economic conditions in the geographic area in which the tenant operates. If a receivable is not probable of collection, a direct write-off of the receivable will be made. The Company had accounts receivable balances of $18.4 million and $21.7 million at June 30, 2022 and December 31, 2021, respectively, after the impact of $1.9 million and $3.9 million of receivables, respectively, that were deemed not probable of collection. These receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. For receivable balances related to the straight-line method of recognizing rental income, the collectability is generally assessed in conjunction with the evaluation of rental income as described above. The Company had straight-line rent receivables of $154.3 million and $137.6 million at June 30, 2022 and December 31, 2021, respectively, after the impact of $1.4 million and $2.6 million of receivables, respectively, that were deemed not probable of collection. These receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. Goodwill Goodwill arises from business combinations as the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level annually or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs a qualitative assessment to determine if the quantitative impairment test is necessary. The quantitative impairment test, if deemed necessary, compares the fair value of each reporting unit with its carrying amount and impairment is recognized as the amount by which the carrying amount exceeds the reporting unit’s fair value. No impairment was recorded for the periods presented. Income Taxes The Corporation has elected to be taxed as a REIT under the Code. As a REIT, the Corporation generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of the Company’s assets, the amounts distributed to the Corporation’s stockholders and the ownership of Corporation stock. Management believes the Corporation has qualified and will continue to qualify as a REIT. Even if the Corporation qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income earned by any of the Company's taxable REIT subsidiaries, including from non-REIT activities, is subject to federal, state and local taxes. Taxable income from non-REIT activities managed through any of the Company's taxable REIT subsidiaries is subject to federal, state and local taxes, which are not material. Earnings Per Share The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan, restricted stock awards are not allocated losses, including undistributed losses as a result of dividends declared exceeding net income. The Company uses income (loss) from continuing operations to determ in e whether potential common shares are dilutive or anti-dilutive and undistributed net income (loss) to determ in e whether undistributed earnings are allocable to participating securities. Forward Equity Sale Agreements The Corporation may enter into forward sale agreements for the sale and issuance of shares of its common stock, either through an underwritten public offering or through the 2021 ATM Program. These agreements may be physically settled in stock, settled in cash, or net share settled at the Company’s election. The Company evaluated the forward sale agreements and concluded they meet the conditions to be classified within stockholders’ equity. Prior to settlement, a forward sale agreement will be reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of the Corporation’s common stock used in diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Corporation’s common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of the Corporation’s common stock that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Corporation’s common stock is above the adjusted forward sale price. However, upon settlement of a forward sales agreement, if the Corporation elects to physically settle or net share settle such forward sale agreement, delivery of the Corporation’s shares will result in dilution to the Company’s earnings per share. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Real Estate [Abstract] | |
Investments | NOTE 3. INVESTMENTS Owned Properties As of June 30, 2022, the Company's gross investment in owned real estate properties totaled approximately $8.8 billion. The gross investment is comprised of land, buildings, lease intangible assets and lease intangible liabilities, as adjusted for any impairment, real estate assets held under direct financing leases and real estate assets held for sale. The portfolio is geographically dispersed throughout 49 states with Texas, at 14.1%, as the only state with a gross investment greater than 10.0% of the total gross investment of the Company's entire portfolio. During the six months ended June 30, 2022, the Company had the following real estate activity (dollars in thousands): Number of Properties Dollar Amount of Investments Held in Use Held for Sale Total Held in Use Held for Sale Total Gross balance, December 31, 2021 2,000 3 2,003 $ 7,934,823 $ 8,362 $ 7,943,185 Acquisitions/improvements (1) 97 — 97 920,368 — 920,368 Dispositions of real estate (2) (3) (11 ) (11 ) (22 ) (60,657 ) (17,471 ) (78,128 ) Transfers to Held for Sale (10 ) 10 — (14,985 ) 14,985 — Impairments (4) — — — (9,398 ) — (9,398 ) Reset of gross balances (5) — — — (11,853 ) — (11,853 ) Gross balance, June 30, 2022 2,076 2 2,078 8,758,298 5,876 8,764,174 Accumulated depreciation and amortization (1,302,670 ) (1,197 ) (1,303,867 ) Net balance, June 30, 2022 (6) $ 7,455,628 $ 4,679 $ 7,460,307 (1) Includes investments of $36.5 million in revenue producing capitalized expenditures, as well as $8.0 million of non-revenue producing capitalized expenditures during the six months ended June 30, 2022. ( 2 ) For the six months ended June 30, 2022, the net gains on disposal of properties held in use and held for sale were $37.0 million and $2.8 million, respectively. (3) During the six months ended June 30, 2022, the Company sold eight properties pursuant to a 1031 Exchange for $88.1 million. As of June 30, 2022, $58.9 million of the proceeds had been used to fund acquisitions. ( 4 ) Impairments on owned real estate is comprised of real estate and intangible asset impairment. ( 5 ) Represents write-off of gross investment balances against the related accumulated depreciation and amortization balances as a result of basis reset due to impairment or intangibles which have been fully amortized. ( 6 ) Reconciliation of total owned investments to the accompanying consolidated balance sheet at June 30, 2022 is as follows: Real estate assets held for investment, net $ 7,128,339 Intangible lease assets, net 443,345 Real estate assets under direct financing leases, net 7,441 Real estate assets held for sale, net 4,679 Intangible lease liabilities, net (123,497 ) Net balance $ 7,460,307 Operating Leases As of June 30, 2022, December 31, 2021 and June 30, 2021, the Company held 2,073; 1,998; and 1,880 properties under operating leases, respectively. The following table summarizes the components of rental income recognized on these operating leases in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Base Cash Rent (1) $ 157,950 $ 137,784 $ 308,585 $ 262,981 Variable cash rent (including reimbursables) 6,016 4,311 13,234 7,325 Straight-line rent, net of uncollectible reserve (2) 9,015 21,428 17,590 27,101 Amortization of above- and below- market lease intangibles, net (3) 578 926 1,225 1,700 Total rental income $ 173,559 $ 164,449 $ 340,634 $ 299,107 (1) Includes net impact of amounts recovered of zero and $0.1 million for the three and six months ended June 30, 2022, and $6.8 million and $5.7 million for the three and six months ended June 30, 2021, respectively. (2) Includes net impact of amounts (reserved)/recovered of $ (0.1) (3) Excludes amortization of in-place leases of $10.9 million and $21.3 million for the three and six months ended June 30, 2022, respectively, and $9.7 million and $18.8 million for the three and six months ended June 30, 2021, respectively, which is included in depreciation and amortization expense in the accompanying consolidated statements of operations. Scheduled minimum future rent to be received under the remaining non-cancellable term of these operating leases (including contractual fixed rent increases occurring on or after July 1, 2022) at June 30, 2022 are as follows (in thousands): June 30, 2022 Remainder of 2022 $ 323,147 2023 641,754 2024 627,075 2025 615,170 2026 587,254 Thereafter 4,599,918 Total future minimum rentals $ 7,394,318 Because lease renewal periods are exercisable at the lessees' options, the preceding table presents future minimum lease payments due during the initial lease term only. In addition, the future minimum rentals do not include any contingent rents based on a percentage of the lessees' gross sales or lease escalations based on future changes in the CPI. The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): June 30, 2022 December 31, 2021 In-place leases $ 565,999 $ 536,344 Above-market leases 101,522 100,837 Less: accumulated amortization (224,176 ) (210,209 ) Intangible lease assets, net $ 443,345 $ 426,972 Below-market leases $ 186,434 $ 188,718 Less: accumulated amortization (62,937 ) (60,641 ) Intangible lease liabilities, net $ 123,497 $ 128,077 Direct Financing Leases As of June 30, 2022, the Company held one property under a direct financing lease, which was held in use. As of June 30, 2022, this property had $2.8 million in scheduled minimum future payments to be received under its remaining non-cancellable lease term. As of June 30, 2022, the Company had a reserve of $0.1 million against the investment balance of $7.5 million, which was initially recorded in 2020 as a result of the initial term of the direct financing lease extending until 2027. Loans Receivable During 2022, the Company issued a fixed-rate, construction loan for $12.7 million. The Company evaluated the collectability of the amounts receivable under the loan and recorded an allowance for loan losses of $0.1 million for the six months ended June 30, 2022. As of June 30, 2022, the Company held two fixed rate loans receivable with total outstanding principal of $23.7 million and a total allowance for credit losses of $0.7 million. Impairments The following table summarizes total impairments recognized in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Real estate asset impairment $ 8,903 $ 7,749 $ 8,903 $ 13,783 Intangible asset impairment 495 51 495 747 Allowance for credit losses on loans receivable — — 127 — Total impairment loss $ 9,398 $ 7,800 $ 9,525 $ 14,530 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. DEBT The Company's debt is summarized below (dollars in thousands): Weighted Average Effective Interest Rates (1) Weighted Average Stated Interest Rates (2) Weighted Average Remaining Years to Maturity (3) June 30, 2022 December 31, 2021 Debt: Revolving credit facilities 2.06% 1.62% 3.8 $ 694,500 $ 288,400 Senior Unsecured Notes 3.42% 3.25% 6.9 2,750,000 2,750,000 Mortgages payable 4.87% 5.82% 8.4 5,091 5,350 Total debt 3.19% 2.92% 6.3 3,449,591 3,043,750 Debt discount, net (10,196 ) (10,824 ) Deferred financing costs, net (4) (19,062 ) (20,334 ) Total debt, net $ 3,420,333 $ 3,012,592 (1) Includes amortization of debt discount/premium, amortization of deferred financing costs, facility fees, and non-utilization fees, where applicable, calculated for the six months ended June 30, 2022 based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2022. (3) Represents the weighted average remaining years to maturity based on the outstanding principal balance as of June 30, 2022. (4) Excludes deferred financing costs for the revolving credit facilities. Deferred financing costs and offering discount/premium incurred in connection with entering into debt agreements are amortized to interest expense over the initial term of the respective agreement. Both deferred financing costs and offering discount/premium are recorded net against the principal debt balance on the consolidated balance sheets, except for deferred costs related to revolving credit facilities, which are recorded in deferred costs and other assets, net. Revolving Credit Facilities On January 14, 2019, the Operating Partnership entered into the 2019 Revolving Credit and Term Loan Agreement, which included the 2019 Credit Facility with a borrowing capacity of $800.0 million. On March 30, 2022, the Operating Partnership amended and restated the 2019 Revolving Credit and Term Loan Agreement, increasing the borrowing capacity of the 2019 Credit Facility to $1.2 billion. The borrowing capacity can be further increased by $500.0 million through exercise of an accordion feature, subject to satisfying certain requirements. The 2019 Credit Facility has a maturity date of March 31, 2026 and includes two six-month As of June 30, 2022, outstanding loans under the 2019 Credit Facility bore interest at a 1-Month adjusted SOFR rate plus an applicable margin of 0.775% per annum and the aggregate revolving commitments incurred a facility fee of 0.150% per annum, in each case, based on the Operating Partnership’s credit rating and leverage ratio (as defined in the agreement). Prior to March 30, 2022, outstanding loans under the 2019 Credit Facility bore interest at 1-Month LIBOR plus an applicable margin of 0.90% per annum and the aggregate revolving commitments incurred a facility fee of 0.20% per annum. In connection with the amendment and restatement of the 2019 Credit Facility, the Company wrote off $0.2 million in deferred financing costs and incurred deferred financing costs of $8.6 million. The unamortized deferred financing costs were $9.1 million as of June 30, 2022, compared to $1.4 million as of December 31, 2021. As of June 30, 2022, $505.5 million of borrowing capacity was available under the 2019 Credit Facility and there were no outstanding letters of credit. The Term Loans On April 2, 2020, the Operating Partnership entered into the 2020 Term Loan Agreement. On January 4, 2021, the remaining $178.0 million of 2020 Term Loans were fully repaid and the related unamortized deferred financing costs were written-off. Senior Unsecured Notes The Senior Unsecured Notes were issued by the Operating Partnership and are guaranteed by the Company. The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands): Maturity Date Interest Payment Dates Stated Interest Rate June 30, 2022 December 31, 2021 2026 Senior Notes September 15, 2026 March 15 and September 15 4.45% $ 300,000 $ 300,000 2027 Senior Notes January 15, 2027 January 15 and July 15 3.20% 300,000 300,000 2028 Senior Notes March 15, 2028 March 15 and September 15 2.10% 450,000 450,000 2029 Senior Notes July 15, 2029 January 15 and July 15 4.00% 400,000 400,000 2030 Senior Notes January 15, 2030 January 15 and July 15 3.40% 500,000 500,000 2031 Senior Notes February 15, 2031 February 15 and August 15 3.20% 450,000 450,000 2032 Senior Notes February 15, 2032 February 15 and August 15 2.70% 350,000 350,000 Total Senior Unsecured Notes 3.25% $ 2,750,000 $ 2,750,000 On March 3, 2021, the Operating Partnership issued $800.0 million aggregate principal amount of Senior Unsecured Notes, comprised of the 2028 Senior Notes and 2032 Senior Notes, resulting in net proceeds of $787.7 million. In connection with the March 2021 offering, the Operating Partnership incurred $7.1 million in deferred financing costs and an offering discount of $5.2 million. The Senior Unsecured Notes are redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of 100% of the principal amount of the respective Senior Unsecured Notes to be redeemed plus accrued and unpaid interest and liquidated damages, if any, up to, but not including, the redemption date; and a make-whole premium. If any of the Senior Unsecured Notes are redeemed three months or less (or two months or less in the case of the 2027 Senior Notes and 2028 Senior Notes) prior to their respective maturity dates, the redemption price will not include a make-whole premium. As of June 30, 2022 and December 31, 2021, the unamortized deferred financing costs were $19.1 million and $20.3 million, respectively, and the unamortized discount was $10.4 million and $11.0 million, respectively. Mortgages Payable Indirect wholly-owned special purpose entity subsidiaries of the Company were borrowers under five fixed-rate non-recourse loans, which were securitized into CMBS and secured by the borrowers’ respective leased properties and related assets. In connection with the issuance of the 2028 and 2032 Senior Unsecured Notes, the Company repaid three of these loans in March 2021 and, as of June 30, 2022, had two non-defaulted loans with stated interest rates of 5.80% and 6.00%, respectively. Each loan was secured by one property. There were no unamortized deferred financing costs as of either June 30, 2022 and December 31, 2021, and the unamortized net premium as of both June 30, 2022 and December 31, 2021 was $0.2 million. Convertible Notes In May 2014, the Company issued $345.0 million aggregate principal amount of 3.75% convertible notes. During the year ended December 31, 2020, the Company repurchased $154.6 million of the 2021 Convertible Notes in cash. The remaining 2021 Convertible Notes matured on May 15, 2021 at which time they were settled in cash and the remaining discount and deferred financing costs were fully amortized. Debt Extinguishment During the six months ended June 30, 2022, the Company recognized a loss on debt extinguishment of $0.2 million as a result of the amendment and restatement of the 2019 Revolving Credit and Term Loan Agreement. During the six months ended June 30, 2021, the Company extinguished the following debt: • $178.0 million of indebtedness outstanding under the 2020 Term Loans, resulting in a loss on debt extinguishment of $0.7 million, • $207.4 million aggregate principal amount of CMBS indebtedness on three loans secured by 86 properties, resulting in a loss on debt extinguishment of $28.5 million, and • $190.4 million of Convertible Notes upon their maturity. Debt Maturities As of June 30, 2022, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2022 $ 266 $ — $ 266 2023 556 — 556 2024 590 — 590 2025 610 16 626 2026 468 994,500 994,968 Thereafter 2,532 2,450,053 2,452,585 Total $ 5,022 $ 3,444,569 $ 3,449,591 Interest Expense The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revolving credit facilities (1) $ 3,148 $ 558 $ 4,970 $ 1,353 Term loans — — — 24 Senior Unsecured Notes 22,313 22,313 44,626 41,370 Mortgages payable 75 82 152 2,346 Convertible Notes — 873 — 2,658 Non-cash: Amortization of deferred financing costs 1,240 1,005 2,162 2,116 Amortization of debt discount, net 316 637 629 1,523 Amortization of net losses related to interest rate swaps 702 702 1,404 1,404 Capitalized interest (200 ) — (326 ) — Total interest expense $ 27,594 $ 26,170 $ 53,617 $ 52,794 (1) Includes facility fees of approximately $0.4 million and $0.9 million for both the three and six months ended June 30, 2022 and 2021, respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 5. STOCKHOLDERS’ EQUITY Common Stock In January 2022, the Company entered into forward sale agreements in connection with an offering of 9.4 million shares of common stock at an initial public offering price of $47.60 per share, before underwriting discounts and offering expenses. The Company did not receive any proceeds from the sale of its shares of common stock by the forward purchasers at the time of the offering. During the six months ended June 30, 2022, the Company settled 8.3 million of these shares, generating net proceeds of $376.4 million. As of June 30, 2022, 1.1 million of these shares remained open, with a final settlement date of July 19, 2023. In November 2020, the Board of Directors approved a new $500.0 million ATM Program, and the Company terminated its 2016 ATM Program. From inception of the 2020 ATM Program through its termination in November 2021, 9.3 million shares of the Company’s common stock were sold, all through forward sale agreements. All of these shares were settled during the year ended December 31, 2021, generating net proceeds of $391.4 million. In November 2021, the Board of Directors approved a new $500.0 million ATM Program, and the Company terminated its 2020 ATM Program. Since inception of the 2021 ATM Program through June 30, 2022, 2.9 million shares of the Company’s common stock have been sold, of which 2.5 million were sold through forward sale agreements. 0.2 million of these shares were sold during the six months ended June 30, 2022. During the six months ended June 30, 2022, 0.3 million shares were issued to settle forward contracts for net proceeds of $13.3 million. As of June 30, 2022, there were no open forward contracts under the 2021 ATM Program and approximately $364.9 million of capacity remained available. Preferred Stock As of June 30, 2022, the Company had 6.9 million shares of 6.00% Series A Preferred Stock outstanding. The Series A Preferred Stock pays cumulative cash dividends at the rate of 6.00% per annum on the liquidation preference of $25.00 per share (equivalent to $1.50 per share on an annual basis). Dividends Declared For the six months ended June 30, 2022, the Company's Board of Directors declared the following dividends: Declaration Date Dividend Per Share Record Date Total Amount (in thousands) Payment Date Common Stock February 9, 2022 $ 0.638 March 31, 2022 $ 85,688 April 14, 2022 May 18, 2022 $ 0.638 June 30, 2022 $ 86,987 July 15, 2022 Preferred Stock February 9, 2022 $ 0.375 March 15, 2022 $ 2,588 March 31, 2022 May 18, 2022 $ 0.375 June 15, 2022 $ 2,588 June 30, 2022 The common stock dividend declared on May 18, 2022 is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet as of June 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 6. COMMITMENTS AND CONTINGENCIES The Company is periodically subject to claims or litigation in the ordinary course of business, including claims generated from business conducted by tenants on real estate owned by the Company. In these instances, the Company is typically indemnified by the tenant against any losses that might be suffered, and the Company and/or the tenant are typically insured against such claims. The Company was contingently liable for $5.7 million of debt owed by one of its former tenants, which was fully accrued in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet as of December 31, 2021. No payments were made in relation to this contingent liability. Therefore, upon the maturity of the tenant’s debt on March 15, 2022, the Company reversed the full $5.7 million of the accrued liability, which is reflected as other income in the consolidated statement of operations. The Company estimates future costs for known environmental remediation requirements when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated. The Company considers various factors when estimating its environmental liabilities, and adjustments are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than another, the low end of the range is recorded in the consolidated financial statements. As of June 30, 2022, no accruals have been made. As of June 30, 2022, there were no outstanding claims against the Company that are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. Purchase and Capital Improvement Commitments As of June 30, 2022, the Company had commitments totaling $214.5 million, of which $126.1 million relates to future acquisitions and the remainder relates to improvements on properties the Company already owns. Acquisition commitments contain standard cancellation clauses contingent on the results of due diligence. $155.1 million of the Company’s commitments are expected to be funded during 2022, with the remainder to be funded by the end of 2023. Lessee Contracts The Company leases its corporate office space and certain office equipment, which are classified as operating leases. The Company's corporate office lease has an initial term through January 31, 2027 and is renewable at the Company's option for two additional periods of five years each after the initial term. The corporate office lease contains a variable cost for the lease of parking spaces and a non-lease component related to the reimbursement of certain common area maintenance expenses, both of which are recognized as incurred. As of June 30, 2022, the Company is also a lessee under four long-term, non-cancellable ground leases under which it is obligated to pay monthly rent. For all of the ground leases, rental expenses are reimbursed by unrelated third parties, and the corresponding rental revenue is recorded in rental income on the accompanying consolidated statements of operations. All leases are classified as operating leases and have a weighted average remaining lease term of 5.5 years. As of June 30, 2022 and December 31, 2021, the Company had a right-of-use lease asset balance of $3.8 million and $3.7 million, respectively, and operating lease liabilities of $5.1 million as of both June 30, 2022 and December 31, 2021 for these leases. |
Derivative and Hedging Activiti
Derivative and Hedging Activities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative and Hedging Activities | NOTE 7. DERIVATIVE AND HEDGING ACTIVITIES The Company may use interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in AOCL and the change is reflected as cash flow hedge changes in fair value in the supplemental disclosures of non-cash investing and financing activities in the consolidated statement of cash flows. Amounts will subsequently be reclassified to earnings when the hedged item affects earnings. The Company does not enter into derivative contracts for speculative or trading purposes and does not have derivative netting arrangements. In December 2018, the Company entered into interest rate swap agreements. In the third quarter of 2019, the Company terminated those interest rate swaps and accelerated the reclassification of a loss of $12.5 million from AOCL to termination of interest rate swaps as a result of a portion of the hedged forecasted transactions becoming probable not to occur. There were no events of default related to the interest rate swaps prior to their termination. Given that a portion of the hedged transactions remained probable to occur, $12.3 million of the loss was deferred in other comprehensive loss and is being amortized over the remaining initial term of the interest rate swaps, which ends January 31, 2024. As of , the unamortized portion of loss in AOCL related to terminated interest rate swaps was $4.4 million. The amount of loss reclassified from AOCL to interest expense was $0.7 million for both the three months ended June 30, 2022 and 2021. The amount of loss reclassified from AOCL to interest expense was $1.4 million for both the six months ended June 30, 2022 and 2021. During the next 12 months, we estimate that approximately |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 8. FAIR VALUE MEASUREMENTS Nonrecurring Fair Value Measurements Fair value measurement of an asset on a nonrecurring basis occurs when events or changes in circumstances related to an asset indicate that the carrying amount of the asset is no longer recoverable. Real estate assets and their related intangible assets are evaluated for impairment based on certain indicators including, but not limited to: the asset being held for sale, vacant, tenant bankruptcy or delinquency, and leases expiring in 60 days or less. The fair values of real estate and intangible assets were determined using the following information, depending on availability, in order of preference: signed purchase and sale agreements (“PSA”) or letters of intent (“LOI”); broker opinions of value (“BOV”); recently quoted bid or ask prices, or market prices for comparable properties; estimates of discounted cash flows, which consider, among other things, contractual and forecasted rental revenues, leasing assumptions, expenses based upon market conditions and capitalization rates; and expectations for the use of the real estate. The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of their respective measurement dates (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 Assets held at June 30, 2022 Impaired at March 31, 2022 $ — $ — $ — $ — Impaired at June 30, 2022 $ 9,206 $ — $ — $ 9,206 Assets held at December 31, 2021 Impaired at March 31, 2021 $ 1,739 $ — $ — $ 1,739 Impaired at June 30, 2021 $ 9,655 $ — $ — $ 9,655 Impaired at September 30, 2021 $ 3,479 $ — $ — $ 3,479 Impaired at December 31, 2021 $ 11,656 $ — $ — $ 11,656 As of June 30, 2022, the Company held three properties that were impaired during 2022. As of December 31, 2021, the Company held 14 properties that were impaired during 2021. For one property held at December 31, 2021, the Company estimated fair value using a capitalization rate of 14.00% based on capitalization rates from market comparables. For the remaining properties, the Company estimated property fair value using price per square foot from unobservable inputs. The unobservable inputs for the remaining properties are as follows: Unobservable Input Asset Type Property Count Price Per Square Foot Range Weighted Average Price Per Square Foot Square Footage June 30, 2022 PSA, LOI or BOV Retail 1 $115.95 $ 115.95 10,349 PSA, LOI or BOV Data Center 1 $24.94 $ 24.94 188,475 Comparable Properties Retail 1 $60.14 - $75.51 $ 69.28 48,042 December 31, 2021 PSA, LOI or BOV Retail 6 $63.83 - $418.57 $ 102.35 39,603 PSA, LOI or BOV Medical 2 $65.63 - $105.16 $ 75.60 41,496 PSA, LOI or BOV Data Center 1 $38.57 $ 38.57 188,475 Comparable Properties Retail 3 $29.35 - $483.09 $ 67.48 42,357 Comparable Properties Medical 1 $78.66 - $106.35 $ 95.00 15,974 Estimated Fair Value of Financial Instruments Financial assets and liabilities for which the carrying values approximate their fair values include cash and cash equivalents, restricted cash and escrow deposits; and accounts receivable and payable. Generally, these assets and liabilities are short-term in duration and are recorded at cost, which approximates fair value, on the accompanying consolidated balance sheets. In addition, companies are required to disclose the estimated fair values of all financial instruments, even if they are not carried at their fair values. The fair values of financial instruments are estimates based upon market conditions and perceived risks at measurement date. These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities. The estimated fair values of these financial instruments have been derived either based on (i) market quotes for identical or similar instruments in markets or (ii) discounted cash flow analyses using estimates of the amount and timing of future cash flows, market rates and credit spreads. The estimated fair values of the Senior Unsecured Notes are classified as Level 1 of the fair value of the hierarchy and the remaining estimates are classified as Level 2. The following table discloses fair value information for these financial instruments (in thousands): June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net ( 1) $ 23,023 $ 23,884 $ 10,450 $ 11,381 2019 Credit Facility 694,500 717,596 288,400 288,549 Senior Unsecured Notes, net (2) 2,720,562 2,408,658 2,718,641 2,865,187 Mortgages payable, net (2) 5,271 5,088 5,551 5,748 (1) ( 2 ) |
Incentive Award Plan
Incentive Award Plan | 6 Months Ended |
Jun. 30, 2022 | |
Compensation Related Costs [Abstract] | |
Incentive Award Plan | NOTE 9. INCENTIVE AWARD PLAN Amended Incentive Award Plan Pursuant to the Amended Incentive Award Plan, restricted share awards and market-based awards are granted to certain of the Company’s officers, directors and other employees. The vesting of these awards results in federal and state income tax liabilities for the recipients. As permitted by the terms of the Amended Incentive Award Plan and the award grants, certain executive officers and employees elected to surrender shares of common stock valued at $6.4 million during the six months ended June 30, 2022 solely to pay the associated statutory tax withholdings. Restricted Share Awards During the six months ended June 30, 2022, the Company granted 122 thousand restricted shares under the Amended Incentive Award Plan to certain directors and employees and recorded $5.6 million in deferred compensation associated with these grants. Deferred compensation for restricted shares will be recognized in expense over the requisite service period, which generally ranges from one to three years. As of June 30, 2022, there were approximately 216 thousand unvested restricted shares outstanding. Market-Based Awards During the six months ended June 30, 2022, the Board of Directors, or committee thereof, approved target grants of 166 thousand market-based awards to executive officers of the Company. The performance period of these grants is generally three years. Potential shares of the Corporation’s common stock that each participant is eligible to receive is based on the initial target number of shares granted, multiplied by a percentage range between 0% and 375%. Grant date fair value of the market-based awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the time horizons matching the performance periods. Significant inputs for the calculation for the grants approved in 2022 were expected volatility of the Company of 39.5% and expected volatility of the Company's peers, ranging from 21.5% to 53.6%, with an average volatility of 35.7% and a risk-free interest rate of 1.59%. The fair value of the market-based award per share of these grants was $93.26 as of the grant date. Approximately $2.4 million and $3.3 million in dividend rights have been accrued as of June 30, 2022 and December 31, 2021, respectively. For outstanding non-vested awards at June 30, 2022, 0.3 million shares would have been released based on the Corporation’s TSR relative to the specified peer groups through that date. Stock-based Compensation Expense Stock-based compensation is recognized on a straight-line basis over the minimum required service period of each award described above. The Company recorded stock-based compensation expense of $4.4 million and $8.4 million for the three and six months ended June 30, 2022, respectively, and $3.6 million and $7.0 million for the three and six months ended June 30, 2021, respectively. These amounts are included in general and administrative expenses in the accompanying consolidated statements of operations. The following is a summary of remaining unamortized stock-based compensation expense (in thousands): June 30, 2022 December 31, 2021 Restricted share awards $ 7,551 $ 4,787 Market-based awards 21,130 11,143 Total unamortized stock-based compensation expense $ 28,681 $ 15,930 |
Income Per Share
Income Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Income Per Share | NOTE 10. INCOME PER SHARE The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic and diluted income: Income from continuing operations $ 82,740 $ 87,924 $ 138,796 $ 86,455 Less: dividends paid to preferred stockholders (2,588 ) (2,588 ) (5,176 ) (5,176 ) Less: dividends and income attributable to unvested restricted stock (138 ) (164 ) (269 ) (286 ) Net income attributable to common stockholders used in basic and diluted income per share $ 80,014 $ 85,172 $ 133,351 $ 80,993 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 134,359,638 115,244,135 131,293,692 115,097,726 Less: unvested weighted average shares of restricted stock (212,097 ) (238,395 ) (226,893 ) (257,329 ) Basic weighted average shares of common stock outstanding 134,147,541 115,005,740 131,066,799 114,840,397 Net income per share attributable to common stockholders - basic $ 0.60 $ 0.74 $ 1.02 $ 0.71 Diluted weighted average shares of common stock outstanding: (1) Plus: unvested market-based awards 71,909 385,588 195,130 287,049 Plus: unsettled shares under open forward equity contracts — 166,227 45,128 84,848 Diluted weighted average shares of common stock outstanding 134,219,450 115,557,555 131,307,057 115,212,294 Net income per share attributable to common stockholders - diluted $ 0.60 $ 0.74 $ 1.02 $ 0.70 Potentially dilutive shares of common stock related to: Unvested restricted share awards 33,614 70,575 71,921 85,220 (1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11. SUBSEQUENT EVENTS On July 28, 2022, the Company entered into two interest rate swaps for notional amounts of $300.0 million and $200.0 million, to swap 1-Month SOFR with fixed interest rates of 2.501% and 2.507%, respectively. Both interest rate swaps have an effective date of September 15, 2022 and mature on August 22, 2027. On August 1, 2022, the Company entered into one interest rate swap for a notional amount of $300.0 million, to swap 1-Month SOFR with a fixed interest rate of 2.636%. The interest rate swap has an effective date of September 15, 2022 and matures on August 22, 2025. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The accompanying consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the SEC. In the opinion of management, the consolidated financial statements include the normal, recurring adjustments necessary for fair statement of the information required to be set forth therein. The results for interim periods are not necessarily indicative of the results for the entire year. Certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted from these statements pursuant to SEC rules and regulations and, accordingly, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements as filed with the SEC in its Annual Report on Form 10-K for the year ended December 31, 2021. |
Consolidation | The consolidated financial statements of the Company include the accounts of the Corporation and its wholly-owned subsidiaries, including the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements include certain special purpose entities that were formed to acquire and hold real estate encumbered by indebtedness (see Note 4). Each special purpose entity is a separate legal entity and is the sole owner of its assets and responsible for its liabilities. The assets of these special purpose entities are not available to pay, or otherwise satisfy obligations to, the creditors of any affiliate or owner of another entity unless the special purpose entities have expressly agreed and are permitted to do so under their governing documents. As of June 30, 2022 and December 31, 2021, net assets totaling $11.9 million and $12.3 million, respectively, were held, and net liabilities totaling $5.2 million and $5.5 million, respectively, were owed by these encumbered special purpose entities and are included in the accompanying consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes its estimates are reasonable, actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company views its operations as one segment, which consists of net leasing operations. The Company has no other reportable segments. |
Revenue Recognition | Revenue Recognition Rental Income: Cash and Straight-line Rent The Company primarily leases real estate to its tenants under long-term, triple-net leases that are classified as operating leases. To evaluate lease classification, the Company assesses the terms and conditions of the lease to determine the appropriate lease term. Options to extend, terminate or purchase are not included in the evaluation for lease classification or for recognition of rental income unless the Company is reasonably certain the tenant will exercise the option. Evaluation of lease classification also requires an estimate of the residual value of the real estate at the end of the lease term. For acquisitions, the Company uses the tangible value of the property at the date of acquisition. For lease modifications, the Company generally uses sales comparables or a direct capitalization approach to determine residual value. The Company elected to account for lease concessions consistent with ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether they explicitly exist in the lease) The Company’s leases generally provide for rent escalations throughout the term of the lease. For leases with fixed rent escalators, rental income is recognized on a straight-line basis to produce a constant periodic rent over the term of the lease. Accordingly, the difference between rental income recognized on a straight-line basis and billed rents is recorded as rent receivables, which the Company will receive only if the tenant makes all rent payments required through the initial term of their lease. For leases with variable rent escalators, rental income typically increases at a multiple of any increase in the CPI over a specified period and may adjust annually or over multiple-year periods. Because of the volatility and uncertainty regarding future changes in the CPI and the Company’s inability to determine the extent to which any specific future change in the CPI is probable, increases from variable rent escalators are recognized when the changes in the rental rates have occurred. Some of the Company’s leases also provide for contingent rent based on a percentage of the tenant’s gross sales, which is recognized as rental income when the change in the factor on which the contingent lease payment is based has occurred. Rental income is subject to an evaluation for collectability, which includes management’s estimates of amounts that will not be realized based on an assessment of the risks inherent in the portfolio, considering historical experience, as well as the tenant's payment history and financial condition. The Company does not recognize rental income for amounts that are not probable of collection. For lease concessions granted in conjunction with the COVID-19 pandemic, management reviewed all amounts recognized on a tenant-by-tenant basis for collectability. Rental Income: Tenant Reimbursement Revenue Under a triple-net lease, the tenant is typically responsible for all improvements and is contractually obligated to pay all property operating expenses, such as real estate taxes, insurance premiums and repair and maintenance costs. Certain leases contain additional amounts recoverable from tenants for common area maintenance and certain other expenses, which are non-lease components. The Company elected to combine all its non-lease components, which were determined to have the same pattern of transfer as the related operating lease component, into a single combined lease component. Tenant reimbursement revenue is variable and is recognized in the period in which the related expenses are incurred, with the related expenses included in property costs (including reimbursable) on the Company’s consolidated statements of operations. Tenant reimbursements are recorded on a gross basis in instances when our tenants reimburse us for property costs which we incur. Tenant receivables are reduced for amounts that are not probable of collection. Rental Income: Intangible Amortization Initial direct costs associated with the origination of a lease are deferred and amortized as an adjustment to rental revenue. Above- and below-market lease intangibles are amortized as a decrease and increase, respectively, to rental revenue. Amortization of in-place lease intangibles is included in depreciation and amortization expense. All lease intangibles are amortized on a straight-line basis over the term of the lease, which includes any renewal options the Company is reasonably certain the tenant will exercise. If the Company subsequently determines it is reasonably certain that the tenant will not exercise the renewal options, the unamortized portion of any related lease intangible is accelerated over the remaining initial term of the lease. If the Company believes a lease intangible balance is no longer recoverable, the unamortized portion is immediately recognized in impairments in the Company’s consolidated statements of operations. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash and highly liquid investment securities with maturities at acquisition of three months or less. The Company invests cash primarily in money market funds of major financial institutions with fund investments consisting of highly-rated money market instruments and other short-term investments. Restricted cash is classified within deferred costs and other assets, net in the accompanying consolidated balance sheets. Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2022 December 31, 2021 June 30, 2021 Cash and cash equivalents $ 5,444 $ 17,799 $ 9,403 Restricted cash: Funds held in escrow ( 1) 2,347 — — 1031 Exchange proceeds 29,170 — 58,154 Total cash, cash equivalents and restricted cash $ 36,961 $ 17,799 $ 67,557 (1) |
Tenant Receivables | Tenant Receivables The Company reviews its rent and other tenant receivables for collectability on a regular basis, considering changes in factors such as the tenant’s payment history, the tenant’s financial condition, industry conditions in which the tenant operates and economic conditions in the geographic area in which the tenant operates. If a receivable is not probable of collection, a direct write-off of the receivable will be made. The Company had accounts receivable balances of $18.4 million and $21.7 million at June 30, 2022 and December 31, 2021, respectively, after the impact of $1.9 million and $3.9 million of receivables, respectively, that were deemed not probable of collection. These receivables are recorded within deferred cost and other assets, net in the accompanying consolidated balance sheets. For receivable balances related to the straight-line method of recognizing rental income, the collectability is generally assessed in conjunction with the evaluation of rental income as described above. The Company had straight-line rent receivables of $154.3 million and $137.6 million at June 30, 2022 and December 31, 2021, respectively, after the impact of $1.4 million and $2.6 million of receivables, respectively, that were deemed not probable of collection. These receivables are recorded within deferred costs and other assets, net in the accompanying consolidated balance sheets. |
Goodwill | Goodwill Goodwill arises from business combinations as the excess of the cost of an acquired entity over the net fair value amounts that were assigned to the identifiable assets acquired and the liabilities assumed. Goodwill is tested for impairment at the reporting unit level annually or between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company performs a qualitative assessment to determine if the quantitative impairment test is necessary. The quantitative impairment test, if deemed necessary, compares the fair value of each reporting unit with its carrying amount and impairment is recognized as the amount by which the carrying amount exceeds the reporting unit’s fair value. No impairment was recorded for the periods presented. |
Income Taxes | Income Taxes The Corporation has elected to be taxed as a REIT under the Code. As a REIT, the Corporation generally will not be subject to federal income tax provided it continues to satisfy certain tests concerning the Company’s sources of income, the nature of the Company’s assets, the amounts distributed to the Corporation’s stockholders and the ownership of Corporation stock. Management believes the Corporation has qualified and will continue to qualify as a REIT. Even if the Corporation qualifies for taxation as a REIT, it may be subject to state and local income and franchise taxes, and to federal income tax and excise tax on its undistributed income. Taxable income earned by any of the Company's taxable REIT subsidiaries, including from non-REIT activities, is subject to federal, state and local taxes. Taxable income from non-REIT activities managed through any of the Company's taxable REIT subsidiaries is subject to federal, state and local taxes, which are not material. |
Earnings Per Share | Earnings Per Share The Company’s unvested restricted common stock, which contains non-forfeitable rights to receive dividends, are considered participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on their respective weighted average shares outstanding during the period. Under the terms of the Amended Incentive Award Plan, restricted stock awards are not allocated losses, including undistributed losses as a result of dividends declared exceeding net income. The Company uses income (loss) from continuing operations to determ in e whether potential common shares are dilutive or anti-dilutive and undistributed net income (loss) to determ in e whether undistributed earnings are allocable to participating securities. |
Forward Equity Sale Agreements | Forward Equity Sale Agreements The Corporation may enter into forward sale agreements for the sale and issuance of shares of its common stock, either through an underwritten public offering or through the 2021 ATM Program. These agreements may be physically settled in stock, settled in cash, or net share settled at the Company’s election. The Company evaluated the forward sale agreements and concluded they meet the conditions to be classified within stockholders’ equity. Prior to settlement, a forward sale agreement will be reflected in the diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of the Corporation’s common stock used in diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares of the Corporation’s common stock that would be issued upon full physical settlement of such forward sale agreement over the number of shares of the Corporation’s common stock that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Corporation’s common stock is above the adjusted forward sale price. However, upon settlement of a forward sales agreement, if the Corporation elects to physically settle or net share settle such forward sale agreement, delivery of the Corporation’s shares will result in dilution to the Company’s earnings per share. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | Cash, cash equivalents and restricted cash consisted of the following (in thousands): June 30, 2022 December 31, 2021 June 30, 2021 Cash and cash equivalents $ 5,444 $ 17,799 $ 9,403 Restricted cash: Funds held in escrow ( 1) 2,347 — — 1031 Exchange proceeds 29,170 — 58,154 Total cash, cash equivalents and restricted cash $ 36,961 $ 17,799 $ 67,557 (1) |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Real Estate [Abstract] | |
Summary of Real Estate Activity | Number of Properties Dollar Amount of Investments Held in Use Held for Sale Total Held in Use Held for Sale Total Gross balance, December 31, 2021 2,000 3 2,003 $ 7,934,823 $ 8,362 $ 7,943,185 Acquisitions/improvements (1) 97 — 97 920,368 — 920,368 Dispositions of real estate (2) (3) (11 ) (11 ) (22 ) (60,657 ) (17,471 ) (78,128 ) Transfers to Held for Sale (10 ) 10 — (14,985 ) 14,985 — Impairments (4) — — — (9,398 ) — (9,398 ) Reset of gross balances (5) — — — (11,853 ) — (11,853 ) Gross balance, June 30, 2022 2,076 2 2,078 8,758,298 5,876 8,764,174 Accumulated depreciation and amortization (1,302,670 ) (1,197 ) (1,303,867 ) Net balance, June 30, 2022 (6) $ 7,455,628 $ 4,679 $ 7,460,307 (1) Includes investments of $36.5 million in revenue producing capitalized expenditures, as well as $8.0 million of non-revenue producing capitalized expenditures during the six months ended June 30, 2022. ( 2 ) For the six months ended June 30, 2022, the net gains on disposal of properties held in use and held for sale were $37.0 million and $2.8 million, respectively. (3) During the six months ended June 30, 2022, the Company sold eight properties pursuant to a 1031 Exchange for $88.1 million. As of June 30, 2022, $58.9 million of the proceeds had been used to fund acquisitions. ( 4 ) Impairments on owned real estate is comprised of real estate and intangible asset impairment. ( 5 ) Represents write-off of gross investment balances against the related accumulated depreciation and amortization balances as a result of basis reset due to impairment or intangibles which have been fully amortized. ( 6 ) Reconciliation of total owned investments to the accompanying consolidated balance sheet at June 30, 2022 is as follows: Real estate assets held for investment, net $ 7,128,339 Intangible lease assets, net 443,345 Real estate assets under direct financing leases, net 7,441 Real estate assets held for sale, net 4,679 Intangible lease liabilities, net (123,497 ) Net balance $ 7,460,307 |
Schedule of Operating Lease Income | The following table summarizes the components of rental income recognized on these operating leases in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Base Cash Rent (1) $ 157,950 $ 137,784 $ 308,585 $ 262,981 Variable cash rent (including reimbursables) 6,016 4,311 13,234 7,325 Straight-line rent, net of uncollectible reserve (2) 9,015 21,428 17,590 27,101 Amortization of above- and below- market lease intangibles, net (3) 578 926 1,225 1,700 Total rental income $ 173,559 $ 164,449 $ 340,634 $ 299,107 (1) Includes net impact of amounts recovered of zero and $0.1 million for the three and six months ended June 30, 2022, and $6.8 million and $5.7 million for the three and six months ended June 30, 2021, respectively. (2) Includes net impact of amounts (reserved)/recovered of $ (0.1) (3) Excludes amortization of in-place leases of $10.9 million and $21.3 million for the three and six months ended June 30, 2022, respectively, and $9.7 million and $18.8 million for the three and six months ended June 30, 2021, respectively, which is included in depreciation and amortization expense in the accompanying consolidated statements of operations. |
Schedule of Minimum Future Contractual Rent to be Received from Operating Lease | Scheduled minimum future rent to be received under the remaining non-cancellable term of these operating leases (including contractual fixed rent increases occurring on or after July 1, 2022) at June 30, 2022 are as follows (in thousands): June 30, 2022 Remainder of 2022 $ 323,147 2023 641,754 2024 627,075 2025 615,170 2026 587,254 Thereafter 4,599,918 Total future minimum rentals $ 7,394,318 |
Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization | The following table details lease intangible assets and liabilities, net of accumulated amortization (in thousands): June 30, 2022 December 31, 2021 In-place leases $ 565,999 $ 536,344 Above-market leases 101,522 100,837 Less: accumulated amortization (224,176 ) (210,209 ) Intangible lease assets, net $ 443,345 $ 426,972 Below-market leases $ 186,434 $ 188,718 Less: accumulated amortization (62,937 ) (60,641 ) Intangible lease liabilities, net $ 123,497 $ 128,077 |
Summary of Impairment and Credit Losses Recognized | The following table summarizes total impairments recognized in the accompanying consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Real estate asset impairment $ 8,903 $ 7,749 $ 8,903 $ 13,783 Intangible asset impairment 495 51 495 747 Allowance for credit losses on loans receivable — — 127 — Total impairment loss $ 9,398 $ 7,800 $ 9,525 $ 14,530 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The Company's debt is summarized below (dollars in thousands): Weighted Average Effective Interest Rates (1) Weighted Average Stated Interest Rates (2) Weighted Average Remaining Years to Maturity (3) June 30, 2022 December 31, 2021 Debt: Revolving credit facilities 2.06% 1.62% 3.8 $ 694,500 $ 288,400 Senior Unsecured Notes 3.42% 3.25% 6.9 2,750,000 2,750,000 Mortgages payable 4.87% 5.82% 8.4 5,091 5,350 Total debt 3.19% 2.92% 6.3 3,449,591 3,043,750 Debt discount, net (10,196 ) (10,824 ) Deferred financing costs, net (4) (19,062 ) (20,334 ) Total debt, net $ 3,420,333 $ 3,012,592 (1) Includes amortization of debt discount/premium, amortization of deferred financing costs, facility fees, and non-utilization fees, where applicable, calculated for the six months ended June 30, 2022 based on the average principal balance outstanding during the period. (2) Represents the weighted average stated interest rate based on the outstanding principal balance as of June 30, 2022. (3) Represents the weighted average remaining years to maturity based on the outstanding principal balance as of June 30, 2022. (4) Excludes deferred financing costs for the revolving credit facilities. |
Summary of Senior Unsecured Notes | The following is a summary of the Senior Unsecured Notes outstanding (dollars in thousands): Maturity Date Interest Payment Dates Stated Interest Rate June 30, 2022 December 31, 2021 2026 Senior Notes September 15, 2026 March 15 and September 15 4.45% $ 300,000 $ 300,000 2027 Senior Notes January 15, 2027 January 15 and July 15 3.20% 300,000 300,000 2028 Senior Notes March 15, 2028 March 15 and September 15 2.10% 450,000 450,000 2029 Senior Notes July 15, 2029 January 15 and July 15 4.00% 400,000 400,000 2030 Senior Notes January 15, 2030 January 15 and July 15 3.40% 500,000 500,000 2031 Senior Notes February 15, 2031 February 15 and August 15 3.20% 450,000 450,000 2032 Senior Notes February 15, 2032 February 15 and August 15 2.70% 350,000 350,000 Total Senior Unsecured Notes 3.25% $ 2,750,000 $ 2,750,000 |
Schedule of Debt Maturities | As of June 30, 2022, scheduled debt maturities, including balloon payments, were as follows (in thousands): Scheduled Principal Balloon Payment Total Remainder of 2022 $ 266 $ — $ 266 2023 556 — 556 2024 590 — 590 2025 610 16 626 2026 468 994,500 994,968 Thereafter 2,532 2,450,053 2,452,585 Total $ 5,022 $ 3,444,569 $ 3,449,591 |
Summary of Components of Interest Expense Related to Borrowings | The following table is a summary of the components of interest expense related to the Company's borrowings (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revolving credit facilities (1) $ 3,148 $ 558 $ 4,970 $ 1,353 Term loans — — — 24 Senior Unsecured Notes 22,313 22,313 44,626 41,370 Mortgages payable 75 82 152 2,346 Convertible Notes — 873 — 2,658 Non-cash: Amortization of deferred financing costs 1,240 1,005 2,162 2,116 Amortization of debt discount, net 316 637 629 1,523 Amortization of net losses related to interest rate swaps 702 702 1,404 1,404 Capitalized interest (200 ) — (326 ) — Total interest expense $ 27,594 $ 26,170 $ 53,617 $ 52,794 (1) Includes facility fees of approximately $0.4 million and $0.9 million for both the three and six months ended June 30, 2022 and 2021, respectively. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Dividends Declared | For the six months ended June 30, 2022, the Company's Board of Directors declared the following dividends: Declaration Date Dividend Per Share Record Date Total Amount (in thousands) Payment Date Common Stock February 9, 2022 $ 0.638 March 31, 2022 $ 85,688 April 14, 2022 May 18, 2022 $ 0.638 June 30, 2022 $ 86,987 July 15, 2022 Preferred Stock February 9, 2022 $ 0.375 March 15, 2022 $ 2,588 March 31, 2022 May 18, 2022 $ 0.375 June 15, 2022 $ 2,588 June 30, 2022 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Nonrecurring | The following table sets forth the Company’s assets that were accounted for at fair value on a nonrecurring basis as of their respective measurement dates (in thousands): Fair Value Hierarchy Level Description Fair Value Level 1 Level 2 Level 3 Assets held at June 30, 2022 Impaired at March 31, 2022 $ — $ — $ — $ — Impaired at June 30, 2022 $ 9,206 $ — $ — $ 9,206 Assets held at December 31, 2021 Impaired at March 31, 2021 $ 1,739 $ — $ — $ 1,739 Impaired at June 30, 2021 $ 9,655 $ — $ — $ 9,655 Impaired at September 30, 2021 $ 3,479 $ — $ — $ 3,479 Impaired at December 31, 2021 $ 11,656 $ — $ — $ 11,656 |
Fair Value Inputs of Long-Lived Assets Held and Used and Held for Sale | For the remaining properties, the Company estimated property fair value using price per square foot from unobservable inputs. The unobservable inputs for the remaining properties are as follows: Unobservable Input Asset Type Property Count Price Per Square Foot Range Weighted Average Price Per Square Foot Square Footage June 30, 2022 PSA, LOI or BOV Retail 1 $115.95 $ 115.95 10,349 PSA, LOI or BOV Data Center 1 $24.94 $ 24.94 188,475 Comparable Properties Retail 1 $60.14 - $75.51 $ 69.28 48,042 December 31, 2021 PSA, LOI or BOV Retail 6 $63.83 - $418.57 $ 102.35 39,603 PSA, LOI or BOV Medical 2 $65.63 - $105.16 $ 75.60 41,496 PSA, LOI or BOV Data Center 1 $38.57 $ 38.57 188,475 Comparable Properties Retail 3 $29.35 - $483.09 $ 67.48 42,357 Comparable Properties Medical 1 $78.66 - $106.35 $ 95.00 15,974 |
Schedule of Carrying Amount and Estimated Fair Value of Financial Instruments | The following table discloses fair value information for these financial instruments (in thousands): June 30, 2022 December 31, 2021 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Loans receivable, net ( 1) $ 23,023 $ 23,884 $ 10,450 $ 11,381 2019 Credit Facility 694,500 717,596 288,400 288,549 Senior Unsecured Notes, net (2) 2,720,562 2,408,658 2,718,641 2,865,187 Mortgages payable, net (2) 5,271 5,088 5,551 5,748 (1) ( 2 ) |
Incentive Award Plan (Tables)
Incentive Award Plan (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Compensation Related Costs [Abstract] | |
Summary of Remaining Unamortized Stock-based Compensation Expense | The following is a summary of remaining unamortized stock-based compensation expense (in thousands): June 30, 2022 December 31, 2021 Restricted share awards $ 7,551 $ 4,787 Market-based awards 21,130 11,143 Total unamortized stock-based compensation expense $ 28,681 $ 15,930 |
Income Per Share (Tables)
Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator Used in the Computation of Basic and Diluted Income Per Share | The table below is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic and diluted income: Income from continuing operations $ 82,740 $ 87,924 $ 138,796 $ 86,455 Less: dividends paid to preferred stockholders (2,588 ) (2,588 ) (5,176 ) (5,176 ) Less: dividends and income attributable to unvested restricted stock (138 ) (164 ) (269 ) (286 ) Net income attributable to common stockholders used in basic and diluted income per share $ 80,014 $ 85,172 $ 133,351 $ 80,993 Basic weighted average shares of common stock outstanding: Weighted average shares of common stock outstanding 134,359,638 115,244,135 131,293,692 115,097,726 Less: unvested weighted average shares of restricted stock (212,097 ) (238,395 ) (226,893 ) (257,329 ) Basic weighted average shares of common stock outstanding 134,147,541 115,005,740 131,066,799 114,840,397 Net income per share attributable to common stockholders - basic $ 0.60 $ 0.74 $ 1.02 $ 0.71 Diluted weighted average shares of common stock outstanding: (1) Plus: unvested market-based awards 71,909 385,588 195,130 287,049 Plus: unsettled shares under open forward equity contracts — 166,227 45,128 84,848 Diluted weighted average shares of common stock outstanding 134,219,450 115,557,555 131,307,057 115,212,294 Net income per share attributable to common stockholders - diluted $ 0.60 $ 0.74 $ 1.02 $ 0.70 Potentially dilutive shares of common stock related to: Unvested restricted share awards 33,614 70,575 71,921 85,220 (1) Assumes the most dilutive issuance of potentially issuable shares between the two-class and treasury stock method unless the result would be anti-dilutive. |
Organization - Narrative (Detai
Organization - Narrative (Details) - Operating Partnership | 6 Months Ended |
Jun. 30, 2022 | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
General partner ownership of operating partnership | 1% |
Limited partner ownership of operating partnership | 99% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) segment | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Net assets | $ 8,082,233,000 | $ 8,082,233,000 | $ 7,330,870,000 | ||
Net liabilities | 3,729,362,000 | $ 3,729,362,000 | 3,331,071,000 | ||
Number of segments | segment | 1 | ||||
Deferred rent recognized related to COVID19 pandemic | 200,000 | $ 9,100,000 | $ 400,000 | $ 11,800,000 | |
Accounts receivable | 18,400,000 | 18,400,000 | 21,700,000 | ||
Accounts receivable, deemed not probable of collection | 1,900,000 | 1,900,000 | 3,900,000 | ||
Deferred rental revenue receivables | 154,300,000 | 154,300,000 | 137,600,000 | ||
Deferred rent receivables, deemed not probable of collection | 1,400,000 | 1,400,000 | 2,600,000 | ||
Goodwill impairment | 0 | ||||
Special Purpose Entity | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Net assets | 11,900,000 | 11,900,000 | 12,300,000 | ||
Net liabilities | $ 5,200,000 | $ 5,200,000 | $ 5,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 5,444 | $ 17,799 | $ 9,403 | |
Funds held in escrow | 2,347 | 0 | 0 | |
Total cash, cash equivalents and restricted cash | 36,961 | 17,799 | 67,557 | $ 83,298 |
1031 Exchange proceeds | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 29,170 | $ 0 | $ 58,154 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) State Property | Jun. 30, 2021 USD ($) Property | Jun. 30, 2022 USD ($) State Property | Jun. 30, 2021 USD ($) Property | Dec. 31, 2021 Property | |
Real Estate Properties [Line Items] | |||||
Gross investment in owned real estate properties | $ 8,800,000 | $ 8,800,000 | |||
Portfolio diversity, number of states | State | 49 | 49 | |||
Minimum real estate investment in state for disclosure | 10% | 10% | |||
Sales-type and direct financing leases minimum future payments to be received | $ 2,800 | $ 2,800 | |||
Direct financing leases, net investment balance | 7,500 | 7,500 | |||
Remaining reserve against net investment | 100 | 100 | |||
Construction loan | 12,700 | 12,700 | |||
Allowance (reversal) for credit losses | 0 | $ 0 | 127 | $ 0 | |
Loan receivable, with outstanding principal | 23,700 | 23,700 | |||
Total allowance for credit losses | $ 700 | $ 700 | |||
Texas | |||||
Real Estate Properties [Line Items] | |||||
Investment in real estate properties | 14.10% | 14.10% | |||
Property Subject To Operating Lease | |||||
Real Estate Properties [Line Items] | |||||
Number of properties | Property | 2,073 | 1,880 | 2,073 | 1,880 | 1,998 |
Property Subject To Direct Financing Lease | |||||
Real Estate Properties [Line Items] | |||||
Number of properties | Property | 1 | 1 |
Investments - Summary of Owned
Investments - Summary of Owned Real Estate Activity (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) Property | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Property | Jun. 30, 2021 USD ($) | |
Real Estate Activity | ||||
Impairments | $ 9,398 | $ 7,800 | $ 9,525 | $ 14,530 |
Ending balance | 8,800,000 | 8,800,000 | ||
Net balance | $ 7,460,307 | $ 7,460,307 | ||
Held in Use | ||||
Number of Properties | ||||
Beginning balance (in properties) | Property | 2,000 | |||
Acquisitions/improvements (in properties) | Property | 97 | |||
Dispositions of real estate (in properties) | Property | (11) | |||
Transfers to Held for Sale (in properties) | Property | (10) | |||
Impairments (in properties) | Property | Property | 0 | |||
Reset of gross balances (in properties) | Property | 0 | |||
Ending balance (in properties) | Property | 2,076 | 2,076 | ||
Real Estate Activity | ||||
Beginning balance | $ 7,934,823 | |||
Acquisitions | 920,368 | |||
Dispositions | (60,657) | |||
Transfers to Held for Sale | (14,985) | |||
Impairments | (9,398) | |||
Reset of gross balances | (11,853) | |||
Ending balance | $ 8,758,298 | 8,758,298 | ||
Accumulated depreciation and amortization | (1,302,670) | (1,302,670) | ||
Net balance | $ 7,455,628 | $ 7,455,628 | ||
Held for Sale | ||||
Number of Properties | ||||
Beginning balance (in properties) | Property | 3 | |||
Acquisitions/improvements (in properties) | Property | 0 | |||
Dispositions of real estate (in properties) | Property | (11) | |||
Transfers to Held for Sale (in properties) | Property | 10 | |||
Impairments (in properties) | Property | Property | 0 | |||
Reset of gross balances (in properties) | Property | 0 | |||
Ending balance (in properties) | Property | 2 | 2 | ||
Real Estate Activity | ||||
Beginning balance | $ 8,362 | |||
Acquisitions | 0 | |||
Dispositions | (17,471) | |||
Transfers to Held for Sale | 14,985 | |||
Impairments | 0 | |||
Reset of gross balances | 0 | |||
Ending balance | $ 5,876 | 5,876 | ||
Accumulated depreciation and amortization | (1,197) | (1,197) | ||
Net balance | $ 4,679 | $ 4,679 | ||
Total | ||||
Number of Properties | ||||
Beginning balance (in properties) | Property | 2,003 | |||
Acquisitions/improvements (in properties) | Property | 97 | |||
Dispositions of real estate (in properties) | Property | (22) | |||
Transfers to Held for Sale (in properties) | Property | 0 | |||
Impairments (in properties) | Property | Property | 0 | |||
Reset of gross balances (in properties) | Property | 0 | |||
Ending balance (in properties) | Property | 2,078 | 2,078 | ||
Real Estate Activity | ||||
Beginning balance | $ 7,943,185 | |||
Acquisitions | 920,368 | |||
Dispositions | (78,128) | |||
Transfers to Held for Sale | 0 | |||
Impairments | (9,398) | |||
Reset of gross balances | (11,853) | |||
Ending balance | $ 8,764,174 | 8,764,174 | ||
Accumulated depreciation and amortization | (1,303,867) | (1,303,867) | ||
Net balance | $ 7,460,307 | $ 7,460,307 |
Investments - Summary of Owne_2
Investments - Summary of Owned Real Estate Activity (Footnote) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 USD ($) Property | Dec. 31, 2021 USD ($) | |
Real Estate [Line Items] | ||
Revenue producing capitalized expenditures | $ 36,500 | |
Non-revenue producing capitalized expenditures | 8,000 | |
Real estate assets held for investment, net | 7,128,339 | $ 6,445,527 |
Intangible lease assets, net | 443,345 | 426,972 |
Real estate assets under direct financing leases, net | 7,441 | 7,442 |
Real estate assets held for sale, net | 4,679 | 8,264 |
Intangible lease liabilities, net | (123,497) | $ (128,077) |
Net balance | 7,460,307 | |
Held-in-use | ||
Real Estate [Line Items] | ||
Gains on disposal of properties | 37,000 | |
Held-for-sale | ||
Real Estate [Line Items] | ||
Gains on disposal of properties | $ 2,800 | |
Disposal Group 1031 Exchange | ||
Real Estate [Line Items] | ||
Dispositions of real estate (in properties) | Property | 8 | |
Proceeds from sale of property | $ 88,100 | |
Proceeds to fund acquisitions from sale of real estate held for investment | $ 58,900 |
Investments - Operating Lease I
Investments - Operating Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessor, Lease, Description [Line Items] | ||||
Base Cash Rent | $ 157,950 | $ 137,784 | $ 308,585 | $ 262,981 |
Variable cash rent (including reimbursables) | 6,016 | 4,311 | 13,234 | 7,325 |
Straight-line rent, net of uncollectible reserve | 9,015 | 21,428 | 17,590 | 27,101 |
Amortization of above- and below- market lease intangibles, net | 578 | 926 | 1,225 | 1,700 |
Total rental income | 173,559 | 164,449 | 340,634 | 299,107 |
Base cash rent amounts recovered/ (amounts not deemed probable of collection) | 0 | 6,800 | 100 | 5,700 |
Straight-line rent amounts (reserved)/recovered | (100) | 13,200 | (100) | 11,000 |
In-place leases | ||||
Lessor, Lease, Description [Line Items] | ||||
Leases amortization expenses | $ 10,900 | $ 9,700 | $ 21,300 | $ 18,800 |
Investments - Schedule of Minim
Investments - Schedule of Minimum Future Rent to be Received from Operating Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Operating Leases, Future Contractual Rent Receivable | |
Remainder of 2022 | $ 323,147 |
2023 | 641,754 |
2024 | 627,075 |
2025 | 615,170 |
2026 | 587,254 |
Thereafter | 4,599,918 |
Total future minimum rentals | $ 7,394,318 |
Investments - Schedule of Lease
Investments - Schedule of Lease Intangible Assets and Liabilities, Net of Accumulated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Lessor, Lease, Description [Line Items] | ||
Less: accumulated amortization | $ (224,176) | $ (210,209) |
Intangible lease assets, net | 443,345 | 426,972 |
Below-market leases | 186,434 | 188,718 |
Less: accumulated amortization | (62,937) | (60,641) |
Intangible lease liabilities, net | 123,497 | 128,077 |
In-place leases | ||
Lessor, Lease, Description [Line Items] | ||
Intangible lease assets, gross | 565,999 | 536,344 |
Above-market leases | ||
Lessor, Lease, Description [Line Items] | ||
Intangible lease assets, gross | $ 101,522 | $ 100,837 |
Investments - Summary of Impair
Investments - Summary of Impairment and Credit Losses Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Real Estate [Abstract] | ||||
Real estate asset impairment | $ 8,903 | $ 7,749 | $ 8,903 | $ 13,783 |
Intangible asset impairment | 495 | 51 | 495 | 747 |
Allowance for credit losses on loans receivable | 0 | 0 | 127 | 0 |
Total impairment loss | $ 9,398 | $ 7,800 | $ 9,525 | $ 14,530 |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Effective Interest Rates | 3.19% | |
Stated Interest Rate | 2.92% | |
Remaining Years to Maturity | 6 years 3 months 18 days | |
Total debt, gross | $ 3,449,591,000 | $ 3,043,750,000 |
Debt discount, net | (10,196,000) | (10,824,000) |
Deferred financing costs, net | (19,062,000) | (20,334,000) |
Total debt, net | $ 3,420,333,000 | 3,012,592,000 |
Revolving credit facilities | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 2.06% | |
Stated Interest Rate | 1.62% | |
Remaining Years to Maturity | 3 years 9 months 18 days | |
Total debt, gross | $ 694,500,000 | 288,400,000 |
Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 3.42% | |
Stated Interest Rate | 3.25% | |
Remaining Years to Maturity | 6 years 10 months 24 days | |
Total debt, gross | $ 2,750,000,000 | 2,750,000,000 |
Deferred financing costs, net | $ (19,100,000) | (20,300,000) |
Mortgages Payable | ||
Debt Instrument [Line Items] | ||
Effective Interest Rates | 4.87% | |
Stated Interest Rate | 5.82% | |
Remaining Years to Maturity | 8 years 4 months 24 days | |
Total debt, gross | $ 5,091,000 | 5,350,000 |
Deferred financing costs, net | $ 0 | $ 0 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities - Narrative (Details) | 6 Months Ended | 12 Months Ended | ||
Mar. 30, 2022 USD ($) ExtensionOption | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jan. 14, 2019 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Unamortized deferred financing costs | $ 19,062,000 | $ 20,334,000 | ||
Credit Facility 2019 | Revolving credit facilities | Unsecured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 1,200,000,000 | $ 800,000,000 | ||
Number of extension options | ExtensionOption | 2 | |||
Term of extension option | 6 months | |||
Increased borrowing capacity under accordion feature | $ 500,000,000 | |||
Credit facility maturity date | Mar. 31, 2026 | |||
Description of variable rate basis | 1-Month adjusted SOFR | 1-Month LIBOR | ||
Facility fee percentage | 0.15% | 0.20% | ||
Write off deferred financing costs | $ 200,000 | |||
Deferred financing costs incurred | 8,600,000 | |||
Unamortized deferred financing costs | 9,100,000 | $ 1,400,000 | ||
Line of credit facility remaining borrowing capacity | 505,500,000 | |||
Letters of credit outstanding | $ 0 | |||
Credit Facility 2019 | Revolving credit facilities | Unsecured Debt | SOFR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.775% | |||
Credit Facility 2019 | Revolving credit facilities | Unsecured Debt | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.90% |
Debt - Summary of Senior Unsecu
Debt - Summary of Senior Unsecured Notes (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.92% | |
Total Debt | $ 3,449,591 | $ 3,043,750 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.25% | |
Total Debt | $ 2,750,000 | 2,750,000 |
Senior Notes | Weighted Average | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.25% | |
Senior Notes | 2026 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Sep. 15, 2026 | |
Interest Payment Dates | March 15 and September 15 | |
Stated Interest Rate | 4.45% | |
Total Debt | $ 300,000 | 300,000 |
Senior Notes | 2027 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jan. 15, 2027 | |
Interest Payment Dates | January 15 and July 15 | |
Stated Interest Rate | 3.20% | |
Total Debt | $ 300,000 | 300,000 |
Senior Notes | 2028 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Mar. 15, 2028 | |
Interest Payment Dates | March 15 and September 15 | |
Stated Interest Rate | 2.10% | |
Total Debt | $ 450,000 | 450,000 |
Senior Notes | 2029 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jul. 15, 2029 | |
Interest Payment Dates | January 15 and July 15 | |
Stated Interest Rate | 4% | |
Total Debt | $ 400,000 | 400,000 |
Senior Notes | 2030 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Jan. 15, 2030 | |
Interest Payment Dates | January 15 and July 15 | |
Stated Interest Rate | 3.40% | |
Total Debt | $ 500,000 | 500,000 |
Senior Notes | 2031 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Feb. 15, 2031 | |
Interest Payment Dates | February 15 and August 15 | |
Stated Interest Rate | 3.20% | |
Total Debt | $ 450,000 | 450,000 |
Senior Notes | 2032 Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Feb. 15, 2032 | |
Interest Payment Dates | February 15 and August 15 | |
Stated Interest Rate | 2.70% | |
Total Debt | $ 350,000 | $ 350,000 |
Debt - Senior Unsecured Notes -
Debt - Senior Unsecured Notes - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Mar. 03, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 794,842 | |||
Unamortized deferred financing costs | $ 19,062 | $ 20,334 | ||
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Unamortized discount | $ 10,400 | 11,000 | ||
Redemption price, percent of principal amount | 100% | |||
Unamortized deferred financing costs | $ 19,100 | $ 20,300 | ||
Senior Notes | 2028 and 2032 Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of debt | $ 800,000 | |||
Proceeds from issuance of debt | 787,700 | |||
Deferred financing costs | 7,100 | |||
Unamortized discount | $ 5,200 |
Debt - Mortgages Payable - Narr
Debt - Mortgages Payable - Narrative (Details) | Jun. 30, 2022 USD ($) Property loan | Dec. 31, 2021 USD ($) | Jun. 30, 2021 Property loan | Mar. 31, 2021 loan |
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.92% | |||
Unamortized deferred financing costs | $ 19,062,000 | $ 20,334,000 | ||
Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Number of loans secured by mortgage on leased properties and related assets | loan | 3 | 3 | ||
Number of properties securing borrowings | Property | 86 | |||
Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Number of loans secured by mortgage on leased properties and related assets | loan | 2 | |||
Stated interest rate | 5.82% | |||
Number of properties securing borrowings | Property | 1 | |||
Unamortized deferred financing costs | $ 0 | 0 | ||
Unamortized net offering premium | $ 200,000 | $ 200,000 | ||
Mortgages Payable | Minimum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 5.80% | |||
Mortgages Payable | Maximum | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 6% |
Debt - Convertible Notes - Narr
Debt - Convertible Notes - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
May 31, 2014 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Stated interest rate | 2.92% | |||
Repurchase of convertible notes | $ 190,426,000 | |||
Convertible Senior Notes | Convertible Senior Notes Due 2021 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of debt | $ 345,000,000 | |||
Stated interest rate | 3.75% | |||
Repurchase of convertible notes | $ 154,600,000 | |||
Debt instrument, maturity date | May 15, 2021 |
Debt - Debt Extinguishment - Na
Debt - Debt Extinguishment - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 USD ($) Property loan | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) Property loan | Mar. 31, 2021 loan | |
Debt Instrument [Line Items] | ||||
Gain (Loss) on extinguishment of debt | $ (10) | $ (172) | $ (29,187) | |
Mortgages Payable | ||||
Debt Instrument [Line Items] | ||||
Gain (Loss) on extinguishment of debt | (28,500) | |||
Debt extinguished | $ 207,400 | |||
Number of loans secured by mortgage on leased properties and related assets | loan | 3 | 3 | 3 | |
Number of properties securing borrowings | Property | 86 | 86 | ||
Term Loan | ||||
Debt Instrument [Line Items] | ||||
Gain (Loss) on extinguishment of debt | $ (700) | |||
Debt extinguished | 178,000 | |||
Credit Facility 2019 | Revolving credit facilities | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Gain (Loss) on extinguishment of debt | $ (200) | |||
Convertible Senior Notes Due 2021 | Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt extinguished | $ 190,400 |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Scheduled Debt Maturities | ||
Remainder of 2022 | $ 266 | |
2023 | 556 | |
2024 | 590 | |
2025 | 626 | |
2026 | 994,968 | |
Thereafter | 2,452,585 | |
Total debt, net | 3,449,591 | $ 3,043,750 |
Scheduled Principal | ||
Scheduled Debt Maturities | ||
Remainder of 2022 | 266 | |
2023 | 556 | |
2024 | 590 | |
2025 | 610 | |
2026 | 468 | |
Thereafter | 2,532 | |
Total debt, net | 5,022 | |
Balloon Payment | ||
Scheduled Debt Maturities | ||
2025 | 16 | |
2026 | 994,500 | |
Thereafter | 2,450,053 | |
Total debt, net | $ 3,444,569 |
Debt - Summary of Components of
Debt - Summary of Components of Interest Expense Related to Borrowings (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Interest Expense | ||||
Amortization of deferred financing costs | $ 1,240 | $ 1,005 | $ 2,162 | $ 2,116 |
Amortization of debt discount, net | 316 | 637 | 629 | 1,523 |
Amortization of net losses related to interest rate swaps | 702 | 702 | 1,404 | 1,404 |
Capitalized interest | (200) | 0 | (326) | 0 |
Total interest expense | 27,594 | 26,170 | 53,617 | 52,794 |
Revolving credit facilities | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Facility fees | 400 | 400 | 900 | 900 |
Interest expense | 3,148 | 558 | 4,970 | 1,353 |
Term Loan | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 0 | 0 | 0 | 24 |
Senior Unsecured Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 22,313 | 22,313 | 44,626 | 41,370 |
Mortgages payable | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | 75 | 82 | 152 | 2,346 |
Convertible Notes | ||||
Schedule Of Interest Expenses [Line Items] | ||||
Interest expense | $ 0 | $ 873 | $ 0 | $ 2,658 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 8 Months Ended | 13 Months Ended | ||
Jan. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Nov. 30, 2021 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net of offering costs | $ 389,674,000 | $ 145,659,000 | ||||
Preferred stock, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |||
Dividend rate | 6% | |||||
Liquidation value (in USD per share) | $ 25 | $ 25 | ||||
Dividend rate, annual basis (in USD per share) | $ 1.50 | |||||
Forward Sales Agreements | ||||||
Class Of Stock [Line Items] | ||||||
Forward sale agreements, shares of common stock | 9,400,000 | |||||
Forward sale agreements, price per share | $ 47.60 | |||||
Issuance of common shares | 8,300,000 | |||||
Proceeds from issuance of common stock, net of offering costs | $ 376,400,000 | |||||
Number of remaining open forward sale agreements | 1,100,000 | 1,100,000 | ||||
ATM Program, November 2020 | ||||||
Class Of Stock [Line Items] | ||||||
Proceeds from issuance of common stock, net of offering costs | $ 391,400,000 | |||||
Common stock authorized | $ 500,000,000 | |||||
Common stock sold | 9,300,000 | |||||
ATM Program, November 2021 | ||||||
Class Of Stock [Line Items] | ||||||
Forward sale agreements, shares of common stock | 2,500,000 | |||||
Issuance of common shares | 300,000 | |||||
Proceeds from issuance of common stock, net of offering costs | $ 13,300,000 | |||||
Number of remaining open forward sale agreements | 0 | 0 | ||||
Common stock authorized | $ 500,000,000 | |||||
Common stock sold | 200,000 | 2,900,000 | ||||
Gross proceeds capacity remaining | $ 364,900,000 | $ 364,900,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
May 18, 2022 | Feb. 09, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity [Abstract] | ||||||||
Common stock, dividend per share (in USD per share) | $ 0.638 | $ 0.638 | $ 0.6380 | $ 0.6250 | $ 1.2760 | $ 1.2500 | ||
Common stock, total amount | $ 86,987 | $ 85,688 | $ 86,987 | $ 85,688 | $ 74,436 | $ 71,837 | ||
Preferred stock, dividend per share (in USD per share) | $ 0.375 | $ 0.375 | ||||||
Preferred stock, total amount | $ 2,588 | $ 2,588 | $ 2,588 | $ 2,588 | $ 2,588 | $ 2,588 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 6 Months Ended | |
Jun. 30, 2022 USD ($) claim ground_lease | Dec. 31, 2021 USD ($) tenant | |
Commitments And Contingencies Disclosure [Abstract] | ||
Contingently liable amount of debt owed by tenant | $ 5,700,000 | |
Number of tenants indemnified by | tenant | 1 | |
Other income | $ 5,679,000 | |
Accruals made for environmental remediation | $ 0 | |
Outstanding claims | claim | 0 | |
Total commitments | $ 214,500,000 | |
Total commitments relating to future acquisitions | 126,100,000 | |
Commitments expected to be funded in remainder of year | $ 155,100,000 | |
Operating lease renewal option | two | |
Operating lease renewal term | 5 years | |
Number of long-term non-cancelable ground leases | ground_lease | 4 | |
Operating lease, weighted average remaining lease term | 5 years 6 months | |
Operating lease, right-of-use assets | $ 3,800,000 | $ 3,700,000 |
Operating lease liabilities | $ 5,100,000 | $ 5,100,000 |
Derivative and Hedging Activi_2
Derivative and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Derivative [Line Items] | ||||||
Accumulated other comprehensive loss | $ (4,443) | $ (4,443) | $ (5,847) | |||
Amount reclassified as an increase to interest expense related to terminated hedges of existing floating-rate debt within the next 12 months | 2,800 | |||||
Interest Expense | ||||||
Derivative [Line Items] | ||||||
Amount of loss reclassified from AOCL to interest expense | 700 | $ 700 | 1,400 | $ 1,400 | ||
Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Accumulated other comprehensive loss | $ 4,400 | $ 4,400 | ||||
Designated as Hedging Instrument | Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Termination of interest rate swaps | $ 12,500 | |||||
Deferred loss on termination of interest rate swaps | $ 12,300 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Fair Value, Measurements, Nonrecurring - Property | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment of lease, expiration period (or less) | 60 days | |
Number of properties accounted for at fair value | 3 | 14 |
Fair Value Estimated Using Capitalization Rate | Measurement Input Capitalization Rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Number of properties accounted for at fair value | 1 | |
Fair value input, capitalization rate | 14% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets at Fair Value on Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets Held Impaired At March 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | $ 0 | |
Assets Held Impaired At June 30, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 9,206 | |
Assets Held Impaired At March 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | $ 1,739 | |
Assets Held Impaired At June 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 9,655 | |
Assets Held Impaired At September 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 3,479 | |
Assets Held Impaired At December 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 11,656 | |
Level 1 | Assets Held Impaired At March 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 1 | Assets Held Impaired At June 30, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 1 | Assets Held Impaired At March 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 1 | Assets Held Impaired At June 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 1 | Assets Held Impaired At September 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 1 | Assets Held Impaired At December 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 2 | Assets Held Impaired At March 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 2 | Assets Held Impaired At June 30, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 2 | Assets Held Impaired At March 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 2 | Assets Held Impaired At June 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 2 | Assets Held Impaired At September 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 2 | Assets Held Impaired At December 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 3 | Assets Held Impaired At March 31, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 0 | |
Level 3 | Assets Held Impaired At June 30, 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | $ 9,206 | |
Level 3 | Assets Held Impaired At March 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 1,739 | |
Level 3 | Assets Held Impaired At June 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 9,655 | |
Level 3 | Assets Held Impaired At September 30, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | 3,479 | |
Level 3 | Assets Held Impaired At December 31, 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets Impaired Fair Value Disclosure | $ 11,656 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs of Long-Lived Assets Held and Used (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 ft² Property $ / ft² | Dec. 31, 2021 ft² Property $ / ft² | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Retail | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Number of properties accounted for at fair value | Property | 1 | 6 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Retail | Measurement Input, Price Per Square Foot | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 115.95 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Retail | Measurement Input, Price Per Square Foot | Minimum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 63.83 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Retail | Measurement Input, Price Per Square Foot | Maximum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 418.57 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Retail | Measurement Input, Price Per Square Foot | Weighted Average | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 115.95 | 102.35 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Retail | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Square Footage | ft² | 10,349 | 39,603 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Data Center | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Number of properties accounted for at fair value | Property | 1 | 1 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Data Center | Measurement Input, Price Per Square Foot | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 24.94 | 38.57 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Data Center | Measurement Input, Price Per Square Foot | Weighted Average | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 24.94 | 38.57 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Data Center | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Square Footage | ft² | 188,475 | 188,475 |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Medical | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Number of properties accounted for at fair value | Property | 2 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Medical | Measurement Input, Price Per Square Foot | Minimum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 65.63 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Medical | Measurement Input, Price Per Square Foot | Maximum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 105.16 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Medical | Measurement Input, Price Per Square Foot | Weighted Average | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 75.60 | |
Fair Value Estimated Using Listing Price Or Broker Opinion Of Value | Medical | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Square Footage | ft² | 41,496 | |
Fair Value Estimated Using Comparable Properties | Retail | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Number of properties accounted for at fair value | Property | 1 | 3 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input, Price Per Square Foot | Minimum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 60.14 | 29.35 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input, Price Per Square Foot | Maximum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 75.51 | 483.09 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input, Price Per Square Foot | Weighted Average | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 69.28 | 67.48 |
Fair Value Estimated Using Comparable Properties | Retail | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Square Footage | ft² | 48,042 | 42,357 |
Fair Value Estimated Using Comparable Properties | Medical | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Number of properties accounted for at fair value | Property | 1 | |
Fair Value Estimated Using Comparable Properties | Medical | Measurement Input, Price Per Square Foot | Minimum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 78.66 | |
Fair Value Estimated Using Comparable Properties | Medical | Measurement Input, Price Per Square Foot | Maximum | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 106.35 | |
Fair Value Estimated Using Comparable Properties | Medical | Measurement Input, Price Per Square Foot | Weighted Average | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Price Per Square Foot Range | 95 | |
Fair Value Estimated Using Comparable Properties | Medical | Measurement Input Square Footage | ||
Impaired Long Lived Assets Held And Used [Line Items] | ||
Square Footage | ft² | 15,974 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Carrying Amount and Estimated Fair Value Of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | $ 23,023 | $ 10,450 |
Revolving credit facilities | 694,500 | 288,400 |
Senior Unsecured Notes, net | 2,720,562 | 2,718,641 |
Mortgages payable, net | 5,271 | 5,551 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loans receivable, net | 23,884 | 11,381 |
2019 Credit Facility | 717,596 | 288,549 |
Senior Unsecured Notes, net | 2,408,658 | 2,865,187 |
Mortgages payable, net | $ 5,088 | $ 5,748 |
Incentive Award Plan - Narrativ
Incentive Award Plan - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Value of shares surrendered for payment of federal and state with holding taxes | $ 17 | $ 6,410 | $ 549 | $ 3,843 | $ 6,400 | ||
General and Administrative Expense | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 4,400 | $ 3,600 | $ 8,400 | $ 7,000 | |||
Restricted Share Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period (in shares) | 122 | ||||||
Deferred compensation expense | $ 5,600 | ||||||
Outstanding unvested shares | 216 | 216 | |||||
Restricted Share Awards | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred compensation expense over requisite service period | 1 year | ||||||
Restricted Share Awards | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deferred compensation expense over requisite service period | 3 years | ||||||
Market-Based Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period (in shares) | 166 | ||||||
Expected volatility | 39.50% | ||||||
Minimum required service period | 3 years | ||||||
Average volatility rate | 35.70% | ||||||
Risk free interest rate | 1.59% | ||||||
Market-based award, grant date fair value | $ 93.26 | ||||||
Accrued dividend rights | $ 2,400 | $ 2,400 | $ 3,300 | ||||
Shares expected to be released | 300 | ||||||
Market-Based Awards | Group of Industry Peers | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Volatility rate, minimum | 21.50% | ||||||
Volatility rate, maximum | 53.60% | ||||||
Market-Based Awards | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent multiplier for shares granted | 0% | ||||||
Market-Based Awards | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percent multiplier for shares granted | 375% |
Incentive Award Plan - Summary
Incentive Award Plan - Summary of Remaining Unamortized Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unamortized stock-based compensation expense | $ 28,681 | $ 15,930 |
Restricted Share Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unamortized stock-based compensation expense | 7,551 | 4,787 |
Market-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unamortized stock-based compensation expense | $ 21,130 | $ 11,143 |
Income Per Share - Schedule of
Income Per Share - Schedule of Reconciliation of the Numerator and Denominator Used in the Computation of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic and diluted income: | ||||
Income from continuing operations | $ 82,740 | $ 87,924 | $ 138,796 | $ 86,455 |
Less: dividends paid to preferred stockholders | (2,588) | (2,588) | (5,176) | (5,176) |
Less: dividends and income attributable to unvested restricted stock | (138) | (164) | (269) | (286) |
Net income attributable to common stockholders used in basic and diluted income per share | $ 80,014 | $ 85,172 | $ 133,351 | $ 80,993 |
Basic weighted average shares of common stock outstanding: | ||||
Weighted average shares of common stock outstanding | 134,359,638 | 115,244,135 | 131,293,692 | 115,097,726 |
Less: unvested weighted average shares of restricted stock | (212,097) | (238,395) | (226,893) | (257,329) |
Basic weighted average shares of common stock outstanding | 134,147,541 | 115,005,740 | 131,066,799 | 114,840,397 |
Net income per share attributable to common stockholders - basic | $ 0.60 | $ 0.74 | $ 1.02 | $ 0.71 |
Diluted weighted average shares of common stock outstanding: | ||||
Plus: unvested market-based awards | 71,909 | 385,588 | 195,130 | 287,049 |
Plus: unsettled shares under open forward equity contracts | 166,227 | 45,128 | 84,848 | |
Diluted weighted average shares of common stock outstanding | 134,219,450 | 115,557,555 | 131,307,057 | 115,212,294 |
Net income per share attributable to common stockholders - diluted | $ 0.60 | $ 0.74 | $ 1.02 | $ 0.70 |
Unvested restricted share awards | ||||
Potentially dilutive shares of common stock related to: | ||||
Dilutive shares | 33,614 | 70,575 | 71,921 | 85,220 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event | Aug. 01, 2022 USD ($) Swap | Jul. 28, 2022 USD ($) Swap |
Subsequent Event [Line Items] | ||
Number of interest rate swaps | Swap | 1 | 2 |
Interest Rate Swap One | ||
Subsequent Event [Line Items] | ||
Notional amount | $ 300,000,000 | $ 300,000,000 |
Interest rate swaps effective date | Sep. 15, 2022 | Sep. 15, 2022 |
Interest rate swaps mature date | Aug. 22, 2025 | Aug. 22, 2027 |
Interest Rate Swap Two | ||
Subsequent Event [Line Items] | ||
Notional amount | $ 200,000,000 | |
Interest rate swaps effective date | Sep. 15, 2022 | |
Interest rate swaps mature date | Aug. 22, 2027 | |
SOFR | Interest Rate Swap One | ||
Subsequent Event [Line Items] | ||
Fixed interest rate | 2.636% | 2.501% |
SOFR | Interest Rate Swap Two | ||
Subsequent Event [Line Items] | ||
Fixed interest rate | 2.507% |