Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BROADSTONE NET LEASE, INC. | |
Entity Central Index Key | 0001424182 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 173,114,949 | |
Entity Shell Company | false | |
Entity File Number | 001-39529 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 26-1516177 | |
Entity Address, Address Line One | 800 Clinton Square | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14604 | |
City Area Code | 585 | |
Local Phone Number | 287-6500 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.00025 par value | |
Trading Symbol | BNL | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Total accounted for using the operating method | $ 4,747,761 | $ 4,205,191 |
Less accumulated depreciation | (505,456) | (430,141) |
Accounted for using the operating method, net | 4,242,305 | 3,775,050 |
Accounted for using the direct financing method | 27,128 | 28,782 |
Accounted for using the sales-type method | 571 | 571 |
Investment in rental property, net | 4,270,004 | 3,804,403 |
Cash and cash equivalents | 75,912 | 21,669 |
Accrued rental income | 129,579 | 116,874 |
Tenant and other receivables, net | 791 | 1,310 |
Prepaid expenses and other assets | 18,984 | 17,275 |
Interest rate swap, assets | 66,602 | 0 |
Goodwill | 339,769 | 339,769 |
Intangible lease assets, net | 322,314 | 303,642 |
Debt issuance costs – unsecured revolving credit facility, net | 6,485 | 4,065 |
Leasing fees, net | 8,752 | 9,641 |
Total assets | 5,239,192 | 4,618,648 |
Liabilities and equity | ||
Unsecured revolving credit facility | 219,537 | 102,000 |
Mortgages, net | 94,753 | 96,846 |
Unsecured term loans, net | 894,378 | 646,671 |
Senior unsecured notes, net | 844,367 | 843,801 |
Interest rate swap, liabilities | 0 | 27,171 |
Accounts payable and other liabilities | 52,594 | 38,038 |
Dividends payable | 49,886 | 45,914 |
Accrued interest payable | 10,559 | 6,473 |
Intangible lease liabilities, net | 64,971 | 70,596 |
Total liabilities | 2,231,045 | 1,877,510 |
Commitments and contingencies (See Note 18) | ||
Broadstone Net Lease, Inc. stockholders' equity: | ||
Preferred stock, $0.001 par value; 20,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.00025 par value; 500,000 shares authorized, 173,115 and 162,383 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 43 | 41 |
Additional paid-in capital | 3,148,075 | 2,924,168 |
Cumulative distributions in excess of retained earnings | (369,260) | (318,476) |
Accumulated other comprehensive income (loss) | 61,834 | (28,441) |
Total Broadstone Net Lease, Inc. stockholders’ equity | 2,840,692 | 2,577,292 |
Non-controlling interests | 167,455 | 163,846 |
Total equity | 3,008,147 | 2,741,138 |
Total liabilities and equity | 5,239,192 | 4,618,648 |
Land | ||
Assets | ||
Total accounted for using the operating method | 755,206 | 655,374 |
Land Improvements | ||
Assets | ||
Total accounted for using the operating method | 331,858 | 295,329 |
Buildings and Improvements | ||
Assets | ||
Total accounted for using the operating method | 3,650,275 | 3,242,618 |
Equipment | ||
Assets | ||
Total accounted for using the operating method | $ 10,422 | $ 11,870 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00025 | $ 0.00025 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 173,115,000 | 162,383,000 |
Common stock, shares outstanding | 173,115,000 | 162,383,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Lease revenues, net | $ 103,524 | $ 122,777 | $ 295,378 | $ 290,234 |
Operating expenses | ||||
Depreciation and amortization | 39,400 | 36,682 | 109,201 | 98,620 |
Property and operating expense | 5,636 | 4,842 | 15,376 | 14,019 |
General and administrative | 9,942 | 8,552 | 28,058 | 27,840 |
Provision for impairment of investment in rental properties | 4,155 | 25,989 | 5,535 | 28,001 |
Total operating expenses | 59,133 | 76,065 | 158,170 | 168,480 |
Other income (expenses) | ||||
Interest income | 4 | 4 | 11 | |
Interest expense | (20,095) | (15,611) | (54,879) | (47,149) |
Cost of debt extinguishment | (231) | (242) | (231) | (368) |
Gain on sale of real estate | 61 | 1,220 | 5,328 | 9,791 |
Income taxes | (356) | (473) | (1,169) | (1,187) |
Change in fair value of earnout liability | (1,059) | (5,539) | ||
Other income | 4,935 | (25) | 6,441 | (11) |
Net income | 28,709 | 30,522 | 92,702 | 77,302 |
Net income attributable to non-controlling interests | (1,600) | (1,824) | (5,319) | (5,167) |
Net income attributable to Broadstone Net Lease, Inc. | $ 27,109 | $ 28,698 | $ 87,383 | $ 72,135 |
Weighted average number of common shares outstanding | ||||
Weighted average number of common shares outstanding-Basic | 172,578 | 159,226 | 168,680 | 150,227 |
Weighted average number of common shares outstanding-Diluted | 182,971 | 169,587 | 179,132 | 161,273 |
Net earnings per share attributable to common stockholders | ||||
Earnings Per Share, Basic | $ 0.16 | $ 0.18 | $ 0.52 | $ 0.48 |
Earnings Per Share, Diluted | $ 0.16 | $ 0.18 | $ 0.52 | $ 0.48 |
Comprehensive income | ||||
Net income | $ 28,709 | $ 30,522 | $ 92,702 | $ 77,302 |
Other comprehensive income | ||||
Change in fair value of interest rate swaps | 40,039 | 4,559 | 93,772 | 30,328 |
Realized loss on interest rate swaps | 639 | 85 | 1,993 | 2 |
Comprehensive income | 69,387 | 35,166 | 188,467 | 107,632 |
Comprehensive income attributable to non-controlling interests | (3,868) | (2,101) | (10,809) | (7,313) |
Comprehensive income attributable to Broadstone Net Lease, Inc. | $ 65,519 | $ 33,065 | $ 177,658 | $ 100,319 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Common Stock Class A Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interests |
Beginning Balance at Dec. 31, 2020 | $ 2,479,081 | $ 27 | $ 9 | $ 2,624,997 | $ (259,673) | $ (66,255) | $ 179,976 |
Net income | 23,960 | 22,223 | 1,737 | ||||
Issuance of shares of common stock | 233 | 233 | |||||
Offering costs, discounts and commissions | (500) | (500) | |||||
Stock-based compensation, net | 1,769 | 1,769 | |||||
Retirement of shares of restricted common stock | (832) | (832) | |||||
Conversion of Class A common stock to shares of common stock | 9 | (9) | |||||
Conversion of OP Units to shares of common stock | 606 | (606) | |||||
Distributions declared | (39,653) | (36,690) | (2,963) | ||||
Change in fair value of interest rate swap agreements | 28,680 | 26,602 | 2,078 | ||||
Realized gain on interest rate swap agreements | (41) | (39) | (2) | ||||
Adjustment to non-controlling interests | (953) | 1,008 | (55) | ||||
Ending Balance at Mar. 31, 2021 | 2,492,697 | 36 | 0 | 2,625,320 | (274,140) | (38,684) | 180,165 |
Beginning Balance at Dec. 31, 2020 | 2,479,081 | 27 | 9 | 2,624,997 | (259,673) | (66,255) | 179,976 |
Net income | 77,302 | ||||||
Conversion of OP Units to shares of common stock | 46,200 | 46,220 | |||||
Change in fair value of interest rate swap agreements | 30,328 | ||||||
Ending Balance at Sep. 30, 2021 | 2,716,125 | 40 | 0 | 2,895,219 | (305,665) | (37,590) | 164,121 |
Beginning Balance at Mar. 31, 2021 | 2,492,697 | 36 | 0 | 2,625,320 | (274,140) | (38,684) | 180,165 |
Net income | 22,820 | 21,214 | 1,606 | ||||
Issuance of shares of common stock | 264,799 | 4 | 264,795 | ||||
Offering costs, discounts and commissions | (11,013) | (11,013) | |||||
Stock-based compensation, net | 951 | 951 | |||||
Retirement of shares of restricted common stock | (309) | (309) | |||||
Conversion of OP Units to shares of common stock | 17,859 | (17,859) | |||||
Distributions declared | (43,484) | (40,696) | (2,788) | ||||
Change in fair value of interest rate swap agreements | (2,911) | (2,708) | (203) | ||||
Realized gain on interest rate swap agreements | (42) | (38) | (4) | ||||
Adjustment to non-controlling interests | (7,472) | (466) | 7,938 | ||||
Ending Balance at Jun. 30, 2021 | 2,723,508 | 40 | 0 | 2,890,131 | (293,622) | (41,896) | 168,855 |
Net income | 30,522 | 28,698 | 1,824 | ||||
Issuance of shares of common stock | 281 | 281 | |||||
Offering costs, discounts and commissions | (256) | (256) | |||||
Stock-based compensation net of five shares of restricted stock forfeited | 924 | 924 | |||||
Retirement of shares of restricted common stock | (75) | (75) | |||||
Conversion of OP Units to shares of common stock | 27,755 | (27,755) | |||||
Distributions declared | (43,423) | (40,741) | (2,682) | ||||
Change in fair value of interest rate swap agreements | 4,559 | 4,287 | 272 | ||||
Realized gain on interest rate swap agreements | 85 | 80 | 5 | ||||
Adjustment to non-controlling interests | (23,541) | (61) | 23,602 | ||||
Ending Balance at Sep. 30, 2021 | 2,716,125 | 40 | $ 0 | 2,895,219 | (305,665) | (37,590) | 164,121 |
Beginning Balance at Dec. 31, 2021 | 2,741,138 | 41 | 2,924,168 | (318,476) | (28,441) | 163,846 | |
Net income | 28,441 | 26,758 | 1,683 | ||||
Issuance of shares of common stock | 136,826 | 1 | 136,825 | ||||
Offering costs, discounts and commissions | (2,218) | (2,218) | |||||
Stock-based compensation, net of one share of restricted stock forfeited | 929 | 929 | |||||
Retirement of shares of restricted common stock | (1,301) | (1,301) | |||||
Distributions declared | (48,115) | (45,270) | (2,845) | ||||
Change in fair value of interest rate swap agreements | 34,961 | 32,893 | 2,068 | ||||
Realized gain on interest rate swap agreements | 659 | 620 | 39 | ||||
Adjustment to non-controlling interests | (1,843) | (45) | 1,888 | ||||
Ending Balance at Mar. 31, 2022 | 2,891,320 | 42 | 3,056,560 | (336,988) | 5,027 | 166,679 | |
Beginning Balance at Dec. 31, 2021 | 2,741,138 | 41 | 2,924,168 | (318,476) | (28,441) | 163,846 | |
Net income | 92,702 | ||||||
Conversion of OP Units to shares of common stock | 1,900 | 1,926 | |||||
Change in fair value of interest rate swap agreements | 93,772 | ||||||
Ending Balance at Sep. 30, 2022 | 3,008,147 | 43 | 3,148,075 | (369,260) | 61,834 | 167,455 | |
Beginning Balance at Mar. 31, 2022 | 2,891,320 | 42 | 3,056,560 | (336,988) | 5,027 | 166,679 | |
Net income | 35,552 | 33,516 | 2,036 | ||||
Issuance of shares of common stock | 69,421 | 1 | 69,420 | ||||
Offering costs, discounts and commissions | (992) | (992) | |||||
Stock-based compensation, net of eight shares of restricted stock forfeited | 1,381 | 1,381 | |||||
Distributions declared | (49,507) | (46,655) | (2,852) | ||||
Change in fair value of interest rate swap agreements | 18,772 | 17,697 | 1,075 | ||||
Realized gain on interest rate swap agreements | 695 | 655 | 40 | ||||
Adjustment to non-controlling interests | (992) | 18 | 974 | ||||
Ending Balance at Jun. 30, 2022 | 2,966,642 | 43 | 3,125,377 | (350,127) | 23,397 | 167,952 | |
Net income | 28,709 | 27,109 | 1,600 | ||||
Issuance of shares of common stock | 20,626 | 20,626 | |||||
Offering costs, discounts and commissions | (935) | (935) | |||||
Stock-based compensation, net of eight shares of restricted stock forfeited | 1,503 | 1,503 | |||||
Conversion of OP Units to shares of common stock | 1,926 | (1,926) | |||||
Distributions declared | (49,076) | (46,242) | (2,834) | ||||
Change in fair value of interest rate swap agreements | 40,039 | 37,807 | 2,232 | ||||
Realized gain on interest rate swap agreements | 639 | 603 | 36 | ||||
Adjustment to non-controlling interests | (422) | 27 | 395 | ||||
Ending Balance at Sep. 30, 2022 | $ 3,008,147 | $ 43 | $ 3,148,075 | $ (369,260) | $ 61,834 | $ 167,455 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | |
Issuance of shares of common stock, shares | 11,659,000 | |||||
Issuance of OP units, number of units | 1,611,000 | 248,000 | ||||
Retirement shares of restricted common stock, shares | 59,000 | 16,000 | 45,000 | |||
Number of OP units exchanged | 118,000 | 1,723,000 | 1,127,000 | 38,000 | ||
Distribution declared per share | $ 0.250 | |||||
Issuance of Share of restricted stock forfeited | 1,000 | 8,000 | 1,000 | |||
Common Stock | ||||||
Issuance of shares of common stock, shares | 975,000 | 3,281,000 | 6,427,000 | 957,000 | 211,000 | |
Number of shares converted | 37,000,000 | |||||
Issuance of shares common stock upon conversion of OP units | 118,000 | 1,723,000 | 1,127,000 | 38,000 | ||
Distribution declared per share | $ 0.270 | $ 0.270 | $ 0.265 | $ 0.255 | $ 0.255 | |
Class A Common Stock | ||||||
Issuance of shares common stock upon conversion of Class A common stock | 37,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | |||
Net income (loss) | $ 30,522 | $ 92,702 | $ 77,302 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | |||
Depreciation and amortization including intangibles associated with investment in rental property | 105,700 | 96,312 | |
Provision for impairment of investment in rental properties | 25,989 | 5,535 | 28,001 |
Amortization of debt issuance costs charged to interest expense | 2,626 | 2,725 | |
Stock-based compensation expense | 3,813 | 3,644 | |
Straight-line rent, financing and sales-type lease adjustments | (13,665) | (13,042) | |
Cost of debt extinguishment | 231 | 368 | |
Gain on sale of real estate | (1,220) | (5,328) | (9,791) |
Change in fair value of earnout liability | 1,059 | 5,539 | |
Cash Paid For Earnout Liability | (6,440) | ||
Settlement of interest rate swaps | (5,580) | ||
Other non-cash items | (3,371) | 510 | |
Changes in assets and liabilities, net of acquisition: | |||
Tenant and other receivables | 1,029 | 664 | |
Prepaid expenses and other assets | (955) | 1,690 | |
Accounts payable and other liabilities | 3,071 | (456) | |
Accrued interest payable | 4,086 | 5,872 | |
Net cash provided by operating activities | 195,474 | 187,318 | |
Investing activities | |||
Acquisition of rental property accounted for using the operating method | (583,989) | (516,111) | |
Capital expenditures and improvements | (19,171) | (1,451) | |
Proceeds from disposition of rental property, net | 18,020 | 68,608 | |
Change in deposits on investments in rental property | (18) | 575 | |
Net cash used in investing activities | (585,158) | (448,379) | |
Financing activities | |||
Proceeds from issuance of common stock, net of $3,654 and $11,194 offering costs, discounts, and commissions in 2022 and 2021, respectively | 222,829 | 253,170 | |
Borrowings on mortgages, senior unsecured notes and unsecured term loans | 500,000 | 381,810 | |
Principal payments on mortgages and unsecured term loans | (252,086) | (332,193) | |
Borrowings on unsecured revolving credit facility | 641,283 | 216,600 | |
Repayments on unsecured revolving credit facility | (518,000) | (216,600) | |
Cash distributions paid to stockholders | (134,227) | (113,304) | |
Cash distributions paid to non-controlling interests | (8,513) | (8,638) | |
Cash paid for earnout liability | 0 | (6,608) | |
Debt issuance and extinguishment costs paid | (7,010) | (3,827) | |
Net cash (used in) provided by financing activities | 444,276 | 170,410 | |
Net increase (decrease) in cash and cash equivalents and restricted cash | 54,592 | (90,651) | |
Cash and cash equivalents and restricted cash at beginning of period | 20,077 | 27,769 | 110,728 |
Cash and cash equivalents and restricted cash at end of period | 20,077 | 82,361 | 20,077 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents at beginning of period | 21,669 | 100,486 | |
Restricted cash at beginning of period | 6,100 | 10,242 | |
Cash and cash equivalents and restricted cash at beginning of period | 20,077 | 27,769 | 110,728 |
Cash and cash equivalents at end of period | 16,182 | 75,912 | 16,182 |
Restricted cash at end of period | 3,895 | 6,449 | 3,895 |
Cash and cash equivalents and restricted cash at end of period | $ 20,077 | $ 82,361 | $ 20,077 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Offering costs,discounts, and commissions | $ 3,654 | $ 11,194 |
Business Description
Business Description | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | 1. Business Description Broadstone Net Lease, Inc. (the "Corporation") is a Maryland corporation formed on October 18, 2007 , that elected to be taxed as a real estate investment trust ("REIT") commencing with the taxable year ended December 31, 2008. The Corporation focuses on investing in income-producing, net leased commercial properties, primarily in the United States. The Corporation leases industrial, healthcare, restaurant, retail, and office commercial properties under long-term lease agreements. At September 30, 2022 , the Corporation owned a diversified portfolio of 790 individual commercial properties with 783 properties located in 44 U.S. states and seven properties located in four Canadian provinces. Broadstone Net Lease, LLC (the Corporation's operating company, or the "OP"), is the entity through which the Corporation conducts its business and owns (either directly or through subsidiaries) all of the Corporation's properties. The Corporation is the sole managing member of the OP. The membership units not owned by the Corporation are referred to as OP Units or non-controlling interests. As the Corporation conducts substantially all of its operations through the OP, it is structured as what is referred to as an umbrella partnership real estate investment trust ("UPREIT"). The Corporation, the OP, and its consolidated subsidiaries are collectively referred to as the "Company." Pursuant to the Corporation's initial public offering ("IPO"), a new class of common stock ("Class A Common Stock") was issued. On March 20, 2021, each share of Class A Common Stock automatically converted into one share of common stock, and effective March 22, 2021, all shares of common stock were listed and freely tradeable on the New York Stock Exchange under the symbol "BNL." The following table summarizes the outstanding equity and economic ownership interest of the Corporation and the OP: September 30, 2022 December 31, 2021 (in thousands) Shares of OP Units Total Diluted Shares of OP Units Total Diluted Ownership interest 173,115 10,205 183,320 162,383 10,323 172,706 Percent ownership of OP 94.4 % 5.6 % 100.0 % 94.0 % 6.0 % 100.0 % Refer to Note 16 for further discussion regarding the calculation of weighted average shares outstanding. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim Information The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting ) and Article 10 of the Securities and Exchange Commission's ("SEC") Regulation S-X. Accordingly, the Corporation has omitted certain footnote disclosures which would substantially duplicate those contained within the audited consolidated financial statements for the year ended December 31, 2021, included in the Company's 2021 Annual Report on Form 10-K, filed with the SEC on February 23, 2022. Therefore, the readers of this quarterly report should refer to those audited consolidated financial statements, specifically Note 2, Summary of Significant Accounting Policies , for further discussion of significant accounting policies and estimates. The Corporation believes all adjustments necessary for a fair presentation have been included in these interim Condensed Consolidated Financial Statements (which include only normal recurring adjustments). Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. To the extent the Corporation has a variable interest in entities that are not evaluated under the variable interest entity ("VIE") model, the Corporation evaluates its interests using the voting interest entity model. The Corporation has complete responsibility for the day-to-day management of, authority to make decisions for, and control of the OP. Based on consolidation guidance, the Corporation has concluded that the OP is a VIE as the members in the OP do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the OP. However, because the Corporation holds the majority voting interest in the OP and certain other conditions are met, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portion of the OP not owned by the Corporation is presented as non-controlling interests as of and during the periods presented. Basis of Accounting The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, the allocation of purchase price between tangible and intangible assets acquired and liabilities assumed, the value of long-lived assets and goodwill, the provision for impairment, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the probability of collecting outstanding and future lease payments, the fair value of the earnout liability, the fair value of assumed debt, the fair value of the Company's interest rate swap agreements, and the determination of any uncertain tax positions. Accordingly, actual results may differ from those estimates. Long-lived Asset Impairment The Company reviews long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the long-lived asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the long-lived asset or asset group and its eventual disposition. Such cash flows include expected future operating income, as adjusted for trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its fair value. Significant judgment is made to determine if and when impairment should be taken. The Company's assessment of impairment as of September 30, 2022 and 2021 was based on the most current information available to the Company. Certain of the Company's properties may have fair values less than their carrying amounts. However, based on the Company's plans with respect to each of those properties, the Company believes that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below. If the operating conditions mentioned above deteriorate or if the Company's expected holding period for assets changes, subsequent tests for impairments could result in additional impairment charges in the future. Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs is current market conditions, as derived through the use of published commercial real estate market information. The Company determines the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. The following table summarizes the Company's impairment charges, resulting primarily from changes in the Company's long-term hold strategy, with respect to the individual properties: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2022 2021 2022 2021 Number of properties 2 4 3 5 Impairment charge $ 4,155 $ 25,989 $ 5,535 $ 28,001 During the three months ended September 30, 2021, the Company executed an early lease termination with an office tenant on two properties in exchange for a fee of $ 35.0 million, and simultaneously sold the underlying properties to an unrelated third party for aggregate gross proceeds of $ 16.0 million. As the sale of the underlying properties was to an unrelated third party, the Company accounted for the lease termination income and sale of properties as separate transactions in accordance with GAAP. The sale resulted in a loss of $ 25.7 million which was recognized as an impairment charge in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company recognized termination fee income of $ 33.5 million as other income from real estate transactions, a component of Lease revenues, net, in the Condensed Consolidated Statements of Income and Comprehensive Income. The net impact of the lease termination and the sale of the underlying properties was a $ 4.0 million increase to net income after considering certain other adjustments. Restricted Cash Restricted cash generally includes escrow funds the Company maintains pursuant to the terms of certain mortgages, lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), and is reported within Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Restricted cash consisted of the following: September 30, December 31, (in thousands) 2022 2021 Escrow funds and other $ 6,449 $ 6,100 Rent Received in Advance Rent received in advance represents tenant payments received prior to the contractual due date, and is included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rent received in advance consisted of the following: (in thousands) September 30, December 31, Rent received in advance $ 21,328 $ 15,162 Fair Value Measurements Recurring Fair Value Measurements The balances of financial instruments measured at fair value on a recurring basis are as follows (see Note 11): September 30, 2022 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 66,602 $ — $ 66,602 $ — December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ ( 27,171 ) $ — $ ( 27,171 ) $ — Long-term Debt – The fair value of the Company's debt was estimated using Level 1, Level 2, and Level 3 inputs based on recent secondary market trades of the Company's 2031 Senior Unsecured Public Notes (see Note 9), recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate ("LIBOR"), Secured Overnight Financing Rate ("SOFR"), U.S. Treasury obligation interest rates, and discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect the Company's judgment as to the approximate current lending rates for loans or groups of loans with similar maturities and assumes that the debt is outstanding through maturity. Market information, as available, or present value techniques were utilized to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist on specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. The following table summarizes the carrying amount reported on the Condensed Consolidated Balance Sheets and the Company's estimate of the fair value of the unsecured revolving credit facility, mortgages, unsecured term loans, and senior unsecured notes which reflects the fair value of interest rate swaps: (in thousands) September 30, December 31, Carrying amount $ 2,064,533 $ 1,699,160 Fair value 1,855,849 1,785,701 Non-recurring Fair Value Measurements The Company's non-recurring fair value measurements at September 30, 2022 and December 31, 2021 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs. Forward Sale Agreements The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company. To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value is predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions preclude the agreements from being indexed to its own stock. The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement. Stock-Based Compensation The Company has issued restricted stock awards ("RSAs") and performance-based restricted stock units ("PRSUs") under its 2020 Omnibus Equity and Incentive Plan (the "Equity Incentive Plan"). Subject to any adjustment as provided in the Equity Incentive Plan, up to 9,000,000 shares may be issued to awards granted under the Equity Incentive Plan. The Company accounts for stock-based incentives in accordance with ASC 718, Compensation – Stock Compensation , which requires that such compensation be recognized in the financial statements based on the award's estimated grant date fair value. The value of such awards is recognized as compensation expense in General and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income over the appropriate vesting period on a straight-line basis or at the cumulative amount vested at each balance sheet date, if greater. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock compensation expense associated with the forfeited shares. Dividends declared on RSAs issued under the Equity Incentive Plan are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends related to forfeited RSAs are reversed through compensation expense in the period the forfeiture occurs. Dividends accrued on the PRSUs are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends accrued related to forfeited PRSUs are reversed in the period the forfeiture occurs. Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments. The amendments in ASU 2020-06 were effective for the Company beginning January 1, 2022. The adoption of this guidance on January 1, 2022 did not have a material impact on the Company's financial statements. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 3. Related-Party Transactions Prior to the Company's internalization on February 7, 2020, the Company was externally managed by Broadstone Real Estate, LLC ("BRE") and Broadstone Asset Management, LLC (the "Asset Manager") subject to the direction, oversight, and approval of the Company's board of directors (the "Board of Directors"). As part of the internalization the Asset Manager and BRE merged into the Company. Accordingly, both BRE and the Asset Manager were related parties of the Company. Earnout Consideration In connection with the Company's internalization, the Company incurred a contingent obligation that would be payable to certain members of the Board of Directors and employees who had previously been owners and/or employees of BRE, upon the occurrence of certain events (see Note 4). As of September 30, 2021, the Company achieved all four volume-weighted average price ("VWAP") milestones applicable to the earnout. As a result, the Company issued 1,088,977 shares of common stock, 1,859,257 OP Units and made cash payments of $ 13.0 million to these related parties (See Note 4) during the year ended December 31, 2021. Conversion of OP Units to Common Stock During the three and nine months ended September 30, 2021, in a non-cash transaction (see Note 17), the Company converted 1,029,565 and 2,049,439 OP Units held by an affiliated third party to 1,029,565 and 2,049,439 shares of common stock at a total conversion value of $ 16.6 million and $ 32.8 million, respectively. There were no OP Units held by an affiliated third party converted to common stock during the three and nine months ended September 30, 2022. |
Internalization
Internalization | 9 Months Ended |
Sep. 30, 2022 | |
Internalization [Abstract] | |
Internalization | 4. Internalization On February 7, 2020, the Company completed an internalization where the Company's management team and corporate staff, who were previously employed by BRE, became employees of an indirect subsidiary of the OP. The effect of the internalization has been reflected in the Company's operating results beginning on February 7, 2020. In accordance with the Company's internalization, the Company was required to pay additional earnout consideration of up to $ 75.0 million payable in four tranches of $ 10.0 million, $ 15.0 million, $ 25.0 million, and $ 25.0 million if certain milestones related to the 40 -day volume-weighted average price of a share of the Company's common stock ("VWAP per REIT Share") were achieved. The consideration consisted of a combination of cash, shares of the Company's common stock, and OP Units, based on the same proportions paid in the base consideration. As of December 31, 2021, the Company achieved all four VWAP milestones, thereby triggering the payout of all earnout tranches. Below is a summary of the shares of common stock and OP Units issued, and cash paid for each earnout tranche: (in thousands, except per share amounts) Shares of 40-Day Common Stock OP Units VWAP of a Tranche Issued Issued Cash Paid REIT Share Achievement Date 1 145 248 $ 1,926 (a) $ 22.50 June 16, 2021 2 218 371 2,888 (a) 23.75 July 14, 2021 3 363 620 4,117 24.375 September 21, 2021 4 363 620 4,117 25.00 September 21, 2021 (a) Cash payments include amounts earned for dividends. |
Acquisitions of Rental Property
Acquisitions of Rental Property | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions of Rental Property | 5. Acquisitions of Rental Property The Company closed on the following acquisitions during the nine months ended September 30, 2022: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price January 7, 2022 Retail 2 $ 2,573 February 10, 2022 Industrial 1 21,733 February 15, 2022 Retail 1 1,341 February 28, 2022 Industrial 1 5,678 March 4, 2022 Retail 6 79,061 March 31, 2022 Restaurant 16 99,587 April 12, 2022 Retail 1 1,680 April 12, 2022 Industrial 1 7,522 April 13, 2022 Industrial 1 16,250 April 19, 2022 Retail 1 1,780 May 16, 2022 Retail 1 2,264 June 7, 2022 Retail 1 11,510 June 13, 2022 Retail 1 1,638 June 15, 2022 Retail 1 1,884 June 21, 2022 Industrial 5 78,500 June 29, 2022 Healthcare 1 12,467 June 30, 2022 Industrial 1 29,500 July 1, 2022 Retail 2 3,052 July 7, 2022 Retail 1 2,171 July 8, 2022 Industrial 11 75,000 August 25, 2022 Healthcare 1 9,219 August 26, 2022 Industrial 4 44,000 September 6, 2022 Retail 1 1,411 September 28, 2022 Industrial 4 56,250 September 29, 2022 Restaurant 3 12,823 69 $ 578,894 (a) (a) Acquisition price excludes capitalized acquisition costs of $ 5.2 million and a $ 17.4 million building expansion agreed to as a forward commitment in connection with a prior acquisition (see Note 18). The Company closed on the following acquisitions during the nine months ended September 30, 2021: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price February 5, 2021 Healthcare 1 $ 4,843 February 26, 2021 Restaurant (b) 181 March 11, 2021 Retail 13 26,834 March 30, 2021 Retail 11 41,324 March 31, 2021 Healthcare 3 14,140 June 4, 2021 Retail 2 19,420 June 9, 2021 Industrial 1 8,500 June 9, 2021 Industrial 11 106,578 June 25, 2021 Retail 8 12,131 June 28, 2021 Healthcare 4 15,300 June 30, 2021 Retail 1 1,279 June 30, 2021 Healthcare 7 30,750 July 2, 2021 Industrial (c) 4,500 July 21, 2021 Retail 1 5,565 July 29, 2021 Retail 3 4,586 July 29, 2021 Industrial 1 13,041 July 30, 2021 Industrial 2 11,011 August 23, 2021 Healthcare 1 60,000 September 8, 2021 Retail 2 8,901 September 17, 2021 Retail 1 1,722 September 24, 2021 Retail 1 2,456 September 24, 2021 Industrial 2 48,699 September 29, 2021 Industrial 1 10,600 September 30, 2021 Industrial 3 59,343 80 $ 511,704 (d) (b) Acquisition of additional land adjacent to an existing property. (c) Acquisition of land related to an existing property. (d) Acquisition price excludes capitalized acquisition costs of $ 4.4 million. The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for completed real estate acquisitions: For the Nine Months Ended (in thousands) 2022 2021 Land $ 101,278 $ 72,829 Land improvements 37,578 22,103 Buildings and improvements 406,994 379,946 Acquired in-place leases (e) 46,348 40,865 Acquired above-market lease (f) — 211 Acquired below-market lease (g) ( 76 ) — Right-of-use asset — 663 Lease liability — ( 481 ) Non-real estate liabilities assumed ( 8,051 ) — $ 584,071 (h) $ 516,136 (e) The weighted average amortization period for acquired in-place leases is 20 years and 17 years for acquisitions completed during the nine months ended September 30, 2022 and 2021 , respectively. (f) The weighted average amortization period for the acquired above-market leases is 10 years for acquisitions completed during the nine months ended September 30, 2021. There were no above-market leases acquired during the nine months ended September 30, 2022. (g) The weighted average amortization period for acquired below-market leases is 9 years for acquisitions completed during the nine months ended September 30, 2022 . There were no below-market leases acquired during the nine months ended September 30, 2021 . (h) Excludes $ 17.4 million building expansion agreed to as a forward commitment in connection with a prior acquisition (see Note 18) . The above acquisitions were funded using a combination of available cash on hand, and proceeds from equity issuances and revolving credit facility borrowings. All real estate acquisitions closed during the nine months ended September 30, 2022 and 2021, qualified as asset acquisitions and, as such, acquisition costs have been capitalized. Subsequent to September 30, 2022, the Company closed on the following acquisitions (see Note 19): (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price October 12, 2022 Industrial 7 $ 235,000 October 12, 2022 Retail 1 1,743 October 17, 2022 Retail 2 6,000 October 19, 2022 Retail 1 1,743 November 2, 2022 Industrial 4 38,650 15 $ 283,136 |
Sale of Real Estate
Sale of Real Estate | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Sale of Real Estate | 6. Sale of Real Estate The Company closed on the following sales of real estate, none of which qualified as discontinued operations: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2022 2021 2022 2021 Number of properties disposed 1 6 5 25 Aggregate sale price $ 1,727 $ 26,567 $ 18,828 $ 71,905 Aggregate carrying value ( 1,557 ) ( 24,244 ) ( 12,692 ) ( 58,817 ) Additional sales expenses ( 109 ) ( 1,103 ) ( 808 ) ( 3,297 ) Gain on sale of real estate $ 61 $ 1,220 $ 5,328 $ 9,791 |
Investment in Rental Property a
Investment in Rental Property and Lease Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Investment in Rental Property and Lease Arrangements | 7. Investment in Rental Property and Lease Arrangements The Company generally leases its investment rental property to established tenants in the industrial, healthcare, restaurant, retail, and office property types. At September 30, 2022 , the Company had 790 real estate properties, 777 of which were leased under leases that have been classified as operating leases , nine that have been classified as direct financing leases, one that has been classified as a sales-type lease, and three that were vacant. Of the nine leases classified as direct financing leases , three include land portions which are accounted for as operating leases. The sales-type lease includes a land portion which is accounted for as an operating lease. Most leases have initial terms of 10 to 20 years. The Company's leases generally provide for limited increases in rent as a result of fixed increases, increases in the Consumer Price Index ("CPI"), or increases in the tenant's sales volume. Generally, tenants are also required to pay all property taxes and assessments, substantially maintain the interior and exterior of the building, and maintain property and liability insurance coverage. The leases also typically provide for one or more multiple year renewal options, at the election of the tenant, and are subject to generally the same terms and conditions as the initial lease. Investment in Rental Property – Accounted for Using the Operating Method Depreciation expense on investment in rental property was as follows: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Depreciation $ 29,142 $ 25,232 $ 83,530 $ 73,119 Estimated lease payments to be received under non-cancelable operating leases with tenants at September 30, 2022 are as follows: (in thousands) Remainder of 2022 $ 91,352 2023 369,961 2024 369,585 2025 363,947 2026 354,818 Thereafter 2,941,041 $ 4,490,704 Since lease renewal periods are exercisable at the option of the tenant, the above amounts only include future lease payments due during the initial lease terms. Such amounts exclude any potential variable rent increases that are based on changes in the CPI or future variable rents which may be received under the leases based on a percentage of the tenant's gross sales. Additionally, certain of our leases provide tenants with the option to terminate their leases in exchange for termination penalties, or that are contingent upon the occurrence of a future event. Future lease payments within the table above have not been adjusted for these termination rights. Investment in Rental Property – Direct Financing Leases The Company's net investment in direct financing leases was comprised of the following: (in thousands) September 30, December 31, Undiscounted estimated lease payments to be received $ 39,032 $ 42,602 Estimated unguaranteed residual values 14,547 15,203 Unearned revenue ( 26,326 ) ( 28,893 ) Reserve for credit losses ( 125 ) ( 130 ) Net investment in direct financing leases $ 27,128 $ 28,782 Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at September 30, 2022 are as follows: (in thousands) Remainder of 2022 $ 763 2023 3,114 2024 3,171 2025 3,285 2026 3,357 Thereafter 25,342 $ 39,032 The above rental receipts do not include future lease payments for renewal periods, potential variable CPI rent increases, or variable percentage rent payments that may become due in future periods. The following table summarizes amounts reported as Lease revenues, net on the Condensed Consolidated Statements of Income and Comprehensive Income: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Contractual rental amounts billed for operating leases $ 91,208 $ 78,886 $ 263,109 $ 227,142 Adjustment to recognize contractual operating lease billings on a 5,344 4,942 15,455 14,475 Net write-offs of accrued rental income — — ( 1,326 ) ( 442 ) Variable rental amounts earned 309 130 786 335 Earned income from direct financing leases 719 726 2,163 2,184 Interest income from sales-type leases 14 14 43 43 Operating expenses billed to tenants 5,061 4,414 14,059 12,998 Other income from real estate transactions (a) 874 33,515 1,050 33,548 Adjustment to revenue recognized for uncollectible rental ( 5 ) 150 39 ( 49 ) Total lease revenues, net $ 103,524 $ 122,777 $ 295,378 $ 290,234 (a) Other income from real estate transactions includes $ 0.8 million and $ 33.5 million of lease termination fee income for the three and nine months ended September 30, 2022 and 2021, respectively. |
Intangible Assets And Liabiliti
Intangible Assets And Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | 8. Intangible Assets and Liabilities The following is a summary of intangible assets and liabilities and related accumulated amortization: (in thousands) September 30, December 31, Lease intangibles: Acquired above-market leases $ 45,749 $ 47,147 Less accumulated amortization ( 17,742 ) ( 16,807 ) Acquired above-market leases, net 28,007 30,340 Acquired in-place leases 421,773 380,766 Less accumulated amortization ( 127,466 ) ( 107,464 ) Acquired in-place leases, net 294,307 273,302 Total intangible lease assets, net $ 322,314 $ 303,642 Acquired below-market leases $ 105,293 $ 105,310 Less accumulated amortization ( 40,322 ) ( 34,714 ) Intangible lease liabilities, net $ 64,971 $ 70,596 Leasing fees $ 14,465 $ 14,786 Less accumulated amortization ( 5,713 ) ( 5,145 ) Leasing fees, net $ 8,752 $ 9,641 Amortization of intangible lease assets and liabilities was as follows: (in thousands) For the Three Months Ended For the Nine Months Ended Intangible Financial Statement Presentation 2022 2021 2022 2021 Acquired in-place leases and leasing fees Depreciation and amortization $ 10,224 $ 11,424 $ 25,574 $ 25,429 Above-market and below-market leases Lease revenues, net 1,180 944 3,511 2,362 For the three and nine months ended September 30, 2022 and 2021, amortization expense includes $ 2.3 million and $ 3.8 million of accelerated amortization resulting from early lease terminations, respectively. Estimated future amortization of intangible assets and liabilities at September 30, 2022 is as follows: (in thousands) Remainder of 2022 $ 6,865 2023 27,239 2024 26,430 2025 25,134 2026 23,783 Thereafter 156,644 $ 266,095 |
Unsecured Credit Agreements
Unsecured Credit Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Unsecured Credit Agreements | Unsecured Credit Agreements The following table summarizes the Company's unsecured credit agreements: Outstanding Balance (in thousands, except interest rates) September 30, December 31, Interest Maturity Unsecured revolving $ 219,537 $ 102,000 Applicable reference 0.85 % (a) (b) (c) Mar. 2026 Unsecured term loans: 2022 Unsecured Term Loan — 60,000 one-month LIBOR 1.00 % (c) Feb. 2022 (e) 2024 Unsecured Term Loan — 190,000 one-month LIBOR 1.00 % (c) Jun. 2024 (f) 2026 Unsecured Term Loan 400,000 400,000 one-month LIBOR 1.00 % (c) Feb. 2026 2027 Unsecured Term Loan 200,000 — one-month adjusted SOFR 0.95 % (d) Aug. 2027 2029 Unsecured Term Loan 300,000 — one-month adjusted SOFR 1.25 % (d) Aug. 2029 Total unsecured term loans 900,000 650,000 Unamortized debt issuance costs, net ( 5,622 ) ( 3,329 ) Total unsecured term loans, net 894,378 646,671 Senior unsecured notes: 2027 Senior Unsecured Notes - 150,000 150,000 4.84 % Apr. 2027 2028 Senior Unsecured Notes - 225,000 225,000 5.09 % Jul. 2028 2030 Senior Unsecured Notes - 100,000 100,000 5.19 % Jul. 2030 2031 Senior Unsecured Public Notes 375,000 375,000 2.60 % Sep. 2031 Total senior unsecured notes 850,000 850,000 Unamortized debt issuance costs and ( 5,633 ) ( 6,199 ) Total senior unsecured notes, net 844,367 843,801 Total unsecured debt, net $ 1,958,282 $ 1,592,472 (a) At September 30, 2022 , a balance of $ 146.5 million was subject to the one-month SOFR of 3.04 %. The remaining balance includes $ 100 million CAD borrowings remeasured to $ 73 million USD, which was subject to the one-month Canadian Dollar Offered Rate ("CDOR") of 3.76 %. (b) At December 31, 2021, the applicable interest rate was one-month LIBOR plus 1.00 % (c) At September 30, 2022 and December 31, 2021 , one-month LIBOR was 3.14 % and 0.10 %, respectively. (d) At September 30, 2022 , one-month SOFR was 3.04 %. (e) The 2022 Unsecured Term Loan was paid in full in February 2022 with borrowings from the unsecured revolving credit facility. (f) The 2024 Unsecured Term Loan was paid in full in August 2022 with borrowings from the 2027 Unsecured Term Loan and 2029 Unsecured Term Loan. At September 30, 2022 , the weighted average interest rate on all outstanding borrowings was 4.10 %, exclusive of interest rate swap agreements. The Company is subject to various financial and operational covenants and financial reporting requirements pursuant to its unsecured credit agreements. These covenants require the Company to maintain certain financial ratios, including leverage, fixed charge coverage, debt service coverage, aggregate debt ratio, consolidated income available for debt to annual debt service charge, total unencumbered assets to total unsecured debt, and secured debt ratio, among others. As of September 30, 2022, and for all periods presented, the Company believes it was in compliance with all of its loan covenants. Failure to comply with the covenants would result in a default which, if the Company were unable to cure or obtain a waiver from the lenders, could accelerate the repayment of the obligations. Further, in the event of default, the Company may be restricted from paying dividends to its stockholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on the Company. On January 28, 2022, the Company amended and restated the unsecured revolving credit facility to increase the available borrowings to $ 1.0 billion and extend the maturity date to March 31, 2026 . In addition to United States Dollars ("USD"), borrowings under the unsecured revolving credit facility can be made in Pound Sterling, Euros or Canadian Dollars ("CAD") up to an aggregate amount of $ 500.0 million. Prior to the amendment, borrowings under the credit facility were subject to interest at variable rates based on LIBOR plus a margin based on the Company's current credit rating ranging between 0.825 % to 1.55 % per annum. Borrowings under the amended credit facility are subject to interest only payments at variable rates equal to the applicable reference rate plus a margin based on the Company's credit rating, ranging between 0.725 % and 1.400 %. In addition, the amended credit facility is subject to a facility fee on the amount of the revolving commitments, based on the Company's credit rating. The applicable facility fee is 0.200 % per annum. On August 1, 2022, the Company entered into two unsecured term loans, including a $ 200.0 million, five-year unsecured term loan that matures in 2027 (the "2027 Unsecured Term Loan"), and a $ 300.0 million, seven-year unsecured term loan that matures in 2029 (the "2029 Unsecured Term Loan"). Borrowings on the new term loans bear interest at variable rates based on adjusted SOFR, plus a margin based on the Company's credit rating, ranging between 0.80 % and 1.60 % per annum for the 2027 Unsecured Term Loan, and 1.15 % and 2.20 % per annum for the 2029 Unsecured Term Loan. Proceeds from the loans were used to repay in full the $ 190.0 million 2024 Unsecured Term Loan, including accrued interest, and a portion of the outstanding balance on the unsecured revolving credit facility. For the three and nine months ended September 30, 2022 , the Company incurred $ 3.2 million and $ 7.0 million, respectively, in debt issuance costs associated with the unsecured revolving credit facility, 2027 Unsecured Term Loan and 2029 Unsecured Term Loan. For the three and nine months ended September 30, 2021 , the Company incurred $ 4.1 million and $ 5.0 million, respectively, in debt issuance costs and original issuance discount associated with the 2031 Senior Public Notes and the amended 2026 Unsecured Term Loan. For each separate debt instrument, on a lender-by-lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment , the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred. With respect to the amended unsecured revolving credit facility, and the 2027 Unsecured Term Loan and 2029 Unsecured Term Loan, the transactions were deemed to be new debt, and a modification of existing debt, and therefore the $ 3.2 million and $ 7.0 million of debt issuance costs incurred during the three and nine months ended September 30, 2022, respectively, were deferred and are being amortized over the term of the associated debt. Additionally, unamortized debt issuance costs of $ 0.2 million were expensed and included in Cost of debt extinguishment in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2022. With respect to the 2031 Senior Unsecured Public Notes and the amended 2026 Unsecured Term Loan, the transactions were deemed to be related to new debt and a modification of existing debt, and therefore the $ 3.4 million and $ 4.3 million of debt issuance costs paid to lenders were deferred and are being amortized over the term of the associated debt during the three and nine months ended September 30, 2021 , respectively. Additionally, unamortized debt issuance costs of $ 0.2 million and $ 0.3 million were expensed and included in Cost of debt extinguishment in the accompany Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2021, respectively. Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. T he following table summarizes debt issuance cost and original issuance discount amortization: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Debt issuance costs and original issuance discount amortization $ 948 $ 962 $ 2,704 $ 2,832 |
Mortgages
Mortgages | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Mortgages | The Company's mortgages consist of the following: Origination Maturity (in thousands, except interest rates) Date Date Interest September 30, December 31, Lender (Month/Year) (Month/Year) Rate 2022 2021 Wilmington Trust National Association Apr-19 Feb-28 4.92 % $ 45,834 $ 46,760 (a) (b) (c) (d) Wilmington Trust National Association Jun-18 Aug-25 4.36 % 19,254 19,557 (a) (b) (c) (e) PNC Bank Oct-16 Nov-26 3.62 % 16,782 17,094 (b) (c) T2 Durham I, LLC Jul-21 Jul-24 Greater of Prime + 1.25 % or 5.00 % 7,500 7,500 (b) (f) (h) Aegon Apr-12 Oct-23 6.38 % 5,626 6,249 (b) (g) Total mortgages 94,996 97,160 Debt issuance costs, net ( 243 ) ( 314 ) Mortgages, net $ 94,753 $ 96,846 (a) Non-recourse debt includes the indemnification/guaranty of the Corporation and/or OP pertaining to fraud, environmental claims, insolvency, and other matters. (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Mortgage was assumed in April 2019 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (e) Mortgage was assumed in June 2018 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (f) Mortgage is subject to interest at a daily floating annual rate equal to the Prime Rate plus 1.25 %, but no less than 5.00 % per annum. At September 30, 2022 and December 31, 2021, the interest rate was 7.50 % and 5.00 %, respectively. (g) Mortgage was assumed in April 2012 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. (h) Mortgage was paid in full on October 6, 2022 (see Note 19). At September 30, 2022 , investment in rental property of $ 158.5 million was pledged as collateral against the Company's mortgages. Estimated future principal payments to be made under the above mortgages and the Company's unsecured credit agreements (see Note 9) at September 30, 2022 are as follows: (in thousands) Remainder of 2022 $ 743 2023 7,582 2024 9,760 2025 20,195 2026 636,380 Thereafter 1,389,873 $ 2,064,533 Certain of the Company's mortgages provide for prepayment fees and can be terminated under certain events of default as defined under the related agreements. These prepayment fees are not reflected as part of the table above. |
Interest Rate Swaps
Interest Rate Swaps | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps | 11. Interest Rate Swaps Interest rate swaps were entered into with certain financial institutions in order to mitigate the impact of interest rate variability over the term of the related debt agreements. The interest rate swaps are considered cash flow hedges. In order to reduce counterparty concentration risk, the Company has a diversification policy for institutions that serve as swap counterparties. Under these agreements, the Company receives monthly payments from the counterparties on these interest rate swaps equal to the related variable interest rates multiplied by the outstanding notional amounts. Certain interest rate swaps amortize on a monthly basis. In turn, the Company pays the counterparties each month an amount equal to a fixed rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that the Company pays a fixed interest rate on its variable-rate borrowings. The following is a summary of the Company's outstanding interest rate swap agreements: (in thousands, except interest rates) September 30, 2022 December 31, 2021 Counterparty Maturity Date Fixed Variable Rate Index Notional Fair Notional Fair Wells Fargo Bank, N.A. October 2024 2.72 % one-month LIBOR $ 15,000 $ 451 $ 15,000 $ ( 702 ) Capital One, National Association December 2024 1.58 % one-month LIBOR 15,000 834 15,000 ( 241 ) Bank of Montreal January 2025 1.91 % one-month LIBOR 25,000 1,256 25,000 ( 649 ) Truist Financial Corporation April 2025 2.20 % one-month LIBOR 25,000 1,184 25,000 ( 905 ) Bank of Montreal July 2025 2.32 % one-month LIBOR 25,000 1,189 25,000 ( 1,049 ) Truist Financial Corporation July 2025 1.99 % one-month LIBOR 25,000 1,404 25,000 ( 767 ) Truist Financial Corporation December 2025 2.30 % one-month LIBOR 25,000 1,346 25,000 ( 1,125 ) Bank of Montreal January 2026 1.92 % one-month LIBOR 25,000 1,637 25,000 ( 760 ) Bank of Montreal January 2026 2.05 % one-month LIBOR 40,000 2,463 40,000 ( 1,415 ) Capital One, National Association January 2026 2.08 % one-month LIBOR 35,000 2,116 35,000 ( 1,274 ) Truist Financial Corporation January 2026 1.93 % one-month LIBOR 25,000 1,631 25,000 ( 768 ) Capital One, National Association April 2026 2.68 % one-month LIBOR 15,000 662 15,000 ( 941 ) Capital One, National Association July 2026 1.32 % one-month LIBOR 35,000 3,250 35,000 ( 205 ) Bank of Montreal December 2026 2.33 % one-month LIBOR 10,000 633 10,000 ( 538 ) Bank of Montreal December 2026 1.99 % one-month LIBOR 25,000 1,913 25,000 ( 936 ) Toronto-Dominion Bank March 2027 2.46 % one-month CDOR 14,607 (a) 744 — — Wells Fargo Bank, N.A. April 2027 2.72 % one-month LIBOR 25,000 1,233 25,000 ( 1,887 ) Bank of Montreal December 2027 2.37 % one-month LIBOR 25,000 1,774 25,000 ( 1,570 ) Capital One, National Association December 2027 2.37 % one-month LIBOR 25,000 1,742 25,000 ( 1,575 ) Wells Fargo Bank, N.A. January 2028 2.37 % one-month LIBOR 75,000 5,265 75,000 ( 4,741 ) Bank of Montreal May 2029 2.09 % one-month LIBOR 25,000 2,451 25,000 ( 1,316 ) Regions Bank May 2029 2.11 % one-month LIBOR 25,000 2,394 25,000 ( 1,356 ) Regions Bank June 2029 2.03 % one-month LIBOR 25,000 2,511 25,000 ( 1,222 ) U.S. Bank National Association June 2029 2.03 % one-month LIBOR 25,000 2,536 25,000 ( 1,220 ) Regions Bank August 2029 2.58 % one-month SOFR 100,000 6,137 — — Toronto-Dominion Bank August 2029 2.58 % one-month SOFR 45,000 2,851 — — U.S. Bank National Association August 2029 2.65 % one-month SOFR 15,000 880 — — U.S. Bank National Association August 2029 2.58 % one-month SOFR 100,000 6,231 — — U.S. Bank National Association August 2029 1.35 % one-month LIBOR 25,000 3,605 25,000 ( 9 ) Regions Bank March 2032 2.69 % one-month CDOR 14,607 (a) 1,028 — — U.S. Bank National Association March 2032 2.70 % one-month CDOR 14,607 (a) 1,044 — — Bank of Montreal March 2034 2.81 % one-month CDOR 29,216 (a) 2,207 — — $ 973,037 $ 66,602 $ 640,000 $ ( 27,171 ) (a) The contractual notional amount is $ 20.0 million or $ 40.0 million CAD . At September 30, 2022 , the weighted average fixed rate on all outstanding interest rate swaps was 2.22 %. The total amounts recognized, and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows: Amount of Gain Reclassification from Total Interest Expense Recognized in Accumulated Other Presented in the Condensed Accumulated Other Comprehensive Income (Loss) Consolidated Statements of (in thousands) Comprehensive Amount of Income and Comprehensive For the Three Months Ended September 30, Income (Loss) Location Loss Income 2022 $ 40,039 Interest expense $ 446 $ 20,095 2021 4,559 Interest expense 4,085 15,611 Amount of Gain Reclassification from Total Interest Expense Recognized in Accumulated Other Presented in the Condensed Accumulated Other Comprehensive Income (Loss) Consolidated Statements of (in thousands) Comprehensive Amount of Income and Comprehensive For the Nine Months Ended September 30, Income (Loss) Location Loss Income 2022 $ 93,772 Interest expense $ 7,433 $ 54,879 2021 30,328 Interest expense 12,140 47,149 Amounts related to the interest rate swaps expected to be reclassified out of Accumulated other comprehensive income (loss) to Interest expense during the next twelve months are estimated to be a gain of $ 17.2 million. The Company is exposed to credit risk in the event of non-performance by the counterparties of the swaps. The Company minimizes the risk exposure by limiting counterparties to only major banks who meet established credit and capital guidelines. |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 12. Non-Controlling Interests The following table summarizes OP Units exchanged for shares of common stock: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 OP Units exchanged for shares of common stock 118 1,723 118 2,888 Value of units exchanged $ 1,926 $ 27,755 $ 1,926 $ 46,220 As of September 30, 2021, the Company achieved all four VWAP milestones applicable to the earnout (see Note 4). As a result, the OP issued 1,611,358 and 1,859,257 non-controlling OP Units during the three and nine months ended September 30, 2021, respectively. There were no OP Units issued during the three and nine months ended September 30, 2022 . |
Credit Risk Concentrations
Credit Risk Concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Credit Risk Concentrations | 13. Credit Risk Concentrations The Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2022. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. For the three and nine months ended September 30, 2022 and 2021 , the Company had no individual tenants or common franchises that accounted for more than 10% of Lease revenues, net, excluding lease termination fees. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity | 14. Equity The Company established an at-the-market common equity offering program ("ATM Program"), through which it may, from time to time, publicly offer and sell shares of common stock having an aggregate gross sales price of up to $ 400.0 million. The ATM Program provides for forward sale agreements, enabling the Company to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. As of September 30, 2022 , the Company has $ 145.4 million of available capacity under the ATM Program. The following table presents information about the Company's ATM Program activity: For the Three Months Ended For the Nine Months Ended (in thousands, except per share amounts) September 30, 2022 September 30, 2022 Number of common shares issued 962 10,471 Weighted average sale price per share $ 21.44 $ 21.66 Net proceeds $ 20,248 $ 222,895 Gross proceeds 20,626 226,483 There was no ATM Program activity during the three and nine months ended September 30, 2021. In August 2022, the Company completed a public offering to sell an aggregate of 13,000,000 shares of common stock at a price of $ 21.35 per share, subject to certain adjustments, in connection with a forward sale agreement. The Company expects to settle the forward sale agreement by the August 2023 maturity date. As of September 30, 2022, the Company anticipates the forward sale agreement will provide net proceeds of approximately $ 270.7 million. The Company has not settled any part of the forward sale agreement as of September 30, 2022. As of September 30, 2021, the Company achieved all four VWAP milestones applicable to the earnout (see Note 4). As a result, the Company issued 943,782 and 1,088,977 shares of common stock during the three and nine months ended September 30, 2021, respectively. There was no such activity during the three and nine months ended September 30, 2022. On June 28, 2021, the Corporation completed its first public follow-on equity offering and issued 11,500,000 shares of Common Stock, including shares issued pursuant to the underwriters' full exercise of their over-allotment option, at $ 23.00 per share. The net proceeds, after deducting underwriting discounts and commissions of $ 10.6 million and $ 0.4 million of other expenses, were $ 253.5 million. The Company used the net proceeds to repay the unsecured revolving credit facility in full, and used the remaining net proceeds for general business purposes, including acquisitions. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Restricted Stock Awards During the three and nine months ended September 30, 2022 , the Company awarded 6,175 and 181,088 shares of RSAs, respectively, to officers, employees and non-employee directors, under the Equity Incentive Plan. During the three and nine months ended September 30, 2021 , the Company issued 178 and 201,273 shares of RSAs, respectively. The holder of RSAs is generally entitled at all times on and after the date of issuance of the restricted common shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The RSAs vest over a one -, three -, or four-year period from the date of the grant and are subject to the holder's continued service through the applicable vesting dates and in accordance with the terms of the individual award agreements. The weighted average value of awards granted during the three and nine months ended September 30, 2022 , were $ 22.67 and $ 21.44 , respectively, which were based on the market price per share of the Company's common stock on the grant date. The weighted average value of awards granted during the three and nine months ended September 30, 2021 , were $ 26.02 and $ 18.68 , respectively. The following table presents information about the Company's RSAs: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Compensation cost (a) $ 994 $ 701 $ 2,481 $ 3,124 Dividends declared on unvested RSAs 107 95 310 296 Fair value of shares vested during the period — — 3,209 3,296 (a) Includes $ 0.2 million and $ 0.3 million compensation cost recognized from RSAs granted to non-employee directors for the three and nine months ended September 30, 2022, respectively. (in thousands, except recognition period) September 30, 2022 December 31, 2021 Unamortized value of RSAs $ 5,935 $ 4,715 Weighted average amortization period (in years) 2.4 2.4 The following table presents information about the Company's RSA activity: For the Three Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 392 $ 20.33 378 $ 19.60 Granted 6 22.67 1 26.02 Vested — — — — Forfeited ( 1 ) 21.66 ( 5 ) 19.72 Unvested at end of period 397 20.37 374 19.61 For the Nine Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 372 $ 19.62 341 $ 20.50 Granted 181 21.44 202 18.68 Vested ( 146 ) 19.80 ( 164 ) 20.15 Forfeited ( 10 ) 20.10 ( 5 ) 19.72 Unvested at end of period 397 20.37 374 19.61 Performance-based Restricted Stock Units The Company issued target grants of 124,024 and 132,189 PRSUs, during the nine months ended September 30, 2022 and 2021 , respectively, under the Equity Incentive Plan to the officers of the Company. There were 2,141 PRSUs granted during the three months ended September 30, 2022. There were no PRSUs granted during the three months ended September 30, 2021. The awards are non-vested restricted stock units where the vesting percentages and the ultimate number of units vesting will be measured 50 % based on the relative total shareholder return ("rTSR") of the Company's common stock as compared to the rTSR of peer companies, as identified in the grant agreements, over a three-year period, and 50% based on the rTSR of the Company's common stock as compared to the rTSR of the MSCI US REIT Index over a three year measurement period. Vesting percentages range from 0 % to 200 % with a target of 100 %. rTSR means the percentage appreciation in the fair market value of one share over the three-year measurement period beginning on the date of grant, assuming the reinvestment of dividends on the ex-dividend date. The target number of units is based on achieving a rTSR equal to the 55 th percentile of the peer companies and MSCI US REIT Index. Dividends accrue during the measurement period and will be paid on the PRSUs ultimately earned at the end of the measurement period in either cash or common stock, at the direction of the Board's Compensation Committee. The grant date fair value of the PRSUs was measured using a Monte Carlo simulation model based on assumptions including share price volatility. The following tables present information about the Company's PRSUs: For the Three Months Ended For the Nine Months Ended (in thousands, except recognition period) 2022 2021 2022 2021 Compensation cost $ 509 $ 223 $ 1,332 $ 520 September 30, 2022 December 31, 2021 Unamortized value of PRSUs $ 4,027 $ 1,931 Weighted average amortization period (in years) 2.1 2.2 The following table presents information about the Company's PRSU activity: For the Three Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 231 $ 26.25 110 $ 24.40 Granted 2 27.93 — — Vested — — — — Forfeited — — — — Unvested at end of period 233 26.27 110 24.40 For the Nine Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 110 $ 24.40 — $ — Granted 124 27.93 132 24.40 Vested — — — — Forfeited ( 1 ) 27.93 ( 22 ) 24.40 Unvested at end of period 233 26.27 110 24.40 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. Earnings per Share T he following table summarizes the components used in the calculation of basic and diluted earnings per share ("EPS"): For the Three Months Ended For the Nine Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common $ 27,109 $ 28,698 $ 87,383 $ 72,135 Less: earnings allocated to unvested restricted shares ( 108 ) ( 95 ) ( 310 ) ( 296 ) Net earnings used to compute basic earnings per common share $ 27,001 $ 28,603 $ 87,073 $ 71,839 Diluted earnings: Net earnings used to compute basic earnings per share $ 27,001 $ 28,603 $ 87,073 $ 71,839 Net earnings attributable to non-controlling interests 1,600 1,824 5,319 5,167 Net earnings used to compute diluted earnings per common share $ 28,601 $ 30,427 $ 92,392 $ 77,006 Weighted average number of common shares outstanding 172,973 159,604 169,061 150,593 Less: weighted average unvested restricted shares (a) ( 395 ) ( 378 ) ( 381 ) ( 366 ) Weighted average number of common shares outstanding used in 172,578 159,226 168,680 150,227 Effects of restricted stock units (b) 180 219 166 172 Effects of convertible membership units (c) 10,213 10,142 10,286 10,874 Weighted average number of common shares outstanding used in 182,971 169,587 179,132 161,273 Basic earnings per share $ 0.16 $ 0.18 $ 0.52 $ 0.48 Diluted earnings per share $ 0.16 $ 0.18 $ 0.52 $ 0.48 (a) Represents the weighted average effects of 397,135 and 373,619 unvested restricted shares of common stock as of September 30, 2022 and 2021, respectively, which will be excluded from the computation of earnings per share until they vest. (b) Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 15). (c) Represents the weighted average effects of 10,204,806 and 10,370,417 OP Units outstanding at September 30, 2022 and 2021 , respectively. OP Units are included in the diluted earnings per share calculation. However, because such OP Units would also require that the share of the net income attributable to such OP units also be added back to net income, there is no effect to EPS. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Sep. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | 17. Supplemental Cash Flow Disclosures Cash paid for interest was $ 46.2 million and $ 38.6 million for the nine months ended September 30, 2022 and 2021 , respectively. Cash paid for income taxes was $ 0.9 million and $ 1.1 million for the nine months ended September 30, 2022 and 2021, respectively. The following are non-cash transactions and have been excluded from the accompanying Condensed Consolidated Statements of Cash Flows: • During the nine months ended September 30, 2022, the Company converted 118,400 OP Units valued at $ 1.9 million to 118,400 shares of common stock. During the nine months ended September 30, 2021 , the Company converted 2,887,278 OP Units valued at $ 46.2 million to 2,887,278 shares of common stock. • At September 30, 2022 and 2021 , dividend amounts declared and accrued but not yet paid amounted to $ 49.9 million and $ 43.9 million, respectively. • At September 30, 2022 and 2021 , the Company adjusted the carrying value of Non-controlling interests to reflect their share of the book value of the OP by $ 3.3 million and $ 31.5 million, respectively, with the reallocation recorded as an offset to Additional paid-in capital and Accumulated other comprehensive income (loss). |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Litigation From time to time, the Company is a party to various litigation matters incidental to the conduct of the Company's business. While the resolution of such matters cannot be predicted with certainty, based on currently available information, the Company does not believe that the final outcome of any of these matters will have a material effect on its consolidated financial position, results of operations, or liquidity. Property and Acquisition Related In connection with ownership and operation of real estate, the Company may potentially be liable for cost and damages related to environmental matters. The Company is not aware of any non-compliance, liability, claim, or other environmental condition that would have a material effect on its consolidated financial position, results of operations, or liquidity. The Company had a commitment to fund a building expansion project related to a previous acquisition for a total of $ 17.4 millio n, in exchange for an increase in base rent. In June 2022, the Company fulfilled this commitment and the base rent increased accordingly. The Company is a party to three separate tax protection agreements with the contributing members of three distinct UPREIT transactions and to a tax protection agreement in connection with the internalization. The tax protection agreements require the Company to indemnify the beneficiaries in the event of a sale, exchange, transfer, or other disposal of the contributed property, and in the case of the tax protection agreement entered into in connection with the Company's internalization, the entire Company, in a taxable transaction that would cause such beneficiaries to recognize a gain that is protected under the agreements, subject to certain exceptions. The Company is required to allocate an amount of nonrecourse liabilities to each beneficiary that is at least equal to the minimum liability amount, as contained in the agreements. The minimum liability amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the OP level, and do not represent GAAP accounting. Therefore, there is no impact to the Condensed Consolidated Financial Statements. Based on values as of September 30, 2022, taxable sales of the applicable properties would trigger liability under the agreements of approximately $ 22.3 million. Based on information available, the Company does not believe that the events resulting in damages as detailed above have occurred or are likely to occur in the foreseeable future. In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company's customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On October 14, 2022, the Company paid distributions totaling $ 49.5 million. On October 27, 2022 , the Board of Directors declared a quarterly distribution of $ 0.275 per share on the Company's common stock and OP Units for the fourth quarter of 2022, which will be payable on or before January 13, 2023 to stockholders and OP unitholders of record as of December 30, 2022 . Subsequent to September 30, 2022 , the Company continued to expand its operations through the acquisition of additional rental property and associated intangible assets and liabilities. The Company acquired approximately $ 283.1 million of rental property and associated intangible assets and liabilities (see Note 5). Subsequent to September 30, 2022 , the Company borrowed $ 259.0 million on the unsecured revolving credit facility, the proceeds of which were used to fund acquisitions and for other general corporate purposes. Additionally, on October 6, 2022, the Company paid one mortgage with a principal balance of $ 7.5 million in full (see Note 10). Subsequent to September 30, 2022, the Company executed a lease amendment with an existing tenant to fund a total of $ 33.0 million towards a building expansion expected to be completed in 2023, in exchange for an increase in rent contractually scheduled to occur simultaneously upon funding. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Interim Information | Interim Information The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting ) and Article 10 of the Securities and Exchange Commission's ("SEC") Regulation S-X. Accordingly, the Corporation has omitted certain footnote disclosures which would substantially duplicate those contained within the audited consolidated financial statements for the year ended December 31, 2021, included in the Company's 2021 Annual Report on Form 10-K, filed with the SEC on February 23, 2022. Therefore, the readers of this quarterly report should refer to those audited consolidated financial statements, specifically Note 2, Summary of Significant Accounting Policies , for further discussion of significant accounting policies and estimates. The Corporation believes all adjustments necessary for a fair presentation have been included in these interim Condensed Consolidated Financial Statements (which include only normal recurring adjustments). |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. To the extent the Corporation has a variable interest in entities that are not evaluated under the variable interest entity ("VIE") model, the Corporation evaluates its interests using the voting interest entity model. The Corporation has complete responsibility for the day-to-day management of, authority to make decisions for, and control of the OP. Based on consolidation guidance, the Corporation has concluded that the OP is a VIE as the members in the OP do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the OP. However, because the Corporation holds the majority voting interest in the OP and certain other conditions are met, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portion of the OP not owned by the Corporation is presented as non-controlling interests as of and during the periods presented. |
Basis of Accounting | Basis of Accounting The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. |
Use of Estimates | Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, the allocation of purchase price between tangible and intangible assets acquired and liabilities assumed, the value of long-lived assets and goodwill, the provision for impairment, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the probability of collecting outstanding and future lease payments, the fair value of the earnout liability, the fair value of assumed debt, the fair value of the Company's interest rate swap agreements, and the determination of any uncertain tax positions. Accordingly, actual results may differ from those estimates. |
Long-lived Asset Impairment | Long-lived Asset Impairment The Company reviews long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the long-lived asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the long-lived asset or asset group and its eventual disposition. Such cash flows include expected future operating income, as adjusted for trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the long-lived asset or asset group exceeds its fair value. Significant judgment is made to determine if and when impairment should be taken. The Company's assessment of impairment as of September 30, 2022 and 2021 was based on the most current information available to the Company. Certain of the Company's properties may have fair values less than their carrying amounts. However, based on the Company's plans with respect to each of those properties, the Company believes that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below. If the operating conditions mentioned above deteriorate or if the Company's expected holding period for assets changes, subsequent tests for impairments could result in additional impairment charges in the future. Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs is current market conditions, as derived through the use of published commercial real estate market information. The Company determines the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. The following table summarizes the Company's impairment charges, resulting primarily from changes in the Company's long-term hold strategy, with respect to the individual properties: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2022 2021 2022 2021 Number of properties 2 4 3 5 Impairment charge $ 4,155 $ 25,989 $ 5,535 $ 28,001 During the three months ended September 30, 2021, the Company executed an early lease termination with an office tenant on two properties in exchange for a fee of $ 35.0 million, and simultaneously sold the underlying properties to an unrelated third party for aggregate gross proceeds of $ 16.0 million. As the sale of the underlying properties was to an unrelated third party, the Company accounted for the lease termination income and sale of properties as separate transactions in accordance with GAAP. The sale resulted in a loss of $ 25.7 million which was recognized as an impairment charge in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company recognized termination fee income of $ 33.5 million as other income from real estate transactions, a component of Lease revenues, net, in the Condensed Consolidated Statements of Income and Comprehensive Income. The net impact of the lease termination and the sale of the underlying properties was a $ 4.0 million increase to net income after considering certain other adjustments. |
Restricted Cash | Restricted Cash Restricted cash generally includes escrow funds the Company maintains pursuant to the terms of certain mortgages, lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), and is reported within Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Restricted cash consisted of the following: September 30, December 31, (in thousands) 2022 2021 Escrow funds and other $ 6,449 $ 6,100 |
Rent Received in Advance | Rent Received in Advance Rent received in advance represents tenant payments received prior to the contractual due date, and is included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rent received in advance consisted of the following: (in thousands) September 30, December 31, Rent received in advance $ 21,328 $ 15,162 |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements The balances of financial instruments measured at fair value on a recurring basis are as follows (see Note 11): September 30, 2022 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 66,602 $ — $ 66,602 $ — December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ ( 27,171 ) $ — $ ( 27,171 ) $ — Long-term Debt – The fair value of the Company's debt was estimated using Level 1, Level 2, and Level 3 inputs based on recent secondary market trades of the Company's 2031 Senior Unsecured Public Notes (see Note 9), recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate ("LIBOR"), Secured Overnight Financing Rate ("SOFR"), U.S. Treasury obligation interest rates, and discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect the Company's judgment as to the approximate current lending rates for loans or groups of loans with similar maturities and assumes that the debt is outstanding through maturity. Market information, as available, or present value techniques were utilized to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist on specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. The following table summarizes the carrying amount reported on the Condensed Consolidated Balance Sheets and the Company's estimate of the fair value of the unsecured revolving credit facility, mortgages, unsecured term loans, and senior unsecured notes which reflects the fair value of interest rate swaps: (in thousands) September 30, December 31, Carrying amount $ 2,064,533 $ 1,699,160 Fair value 1,855,849 1,785,701 Non-recurring Fair Value Measurements The Company's non-recurring fair value measurements at September 30, 2022 and December 31, 2021 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs. |
Forward Sale Agreements | Forward Sale Agreements The Company occasionally sells shares of common stock through forward sale agreements to enable the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company. To account for the forward sale agreements, the Company considers the accounting guidance governing financial instruments and derivatives. To date, the Company has concluded that its forward sale agreements are not liabilities as they do not embody obligations to repurchase its shares nor do they embody obligations to issue a variable number of shares for which the monetary value is predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to its shares. The Company then evaluates whether the agreements meet the derivatives and hedging guidance scope exception to be accounted for as equity instruments. The Company has concluded that the agreements are classifiable as equity contracts based on the following assessments: (i) none of the agreements’ exercise contingencies are based on observable markets or indices besides those related to the market for the Company’s own stock price and operations; and (ii) none of the settlement provisions preclude the agreements from being indexed to its own stock. The Company also considers the potential dilution resulting from the forward sale agreements on the earnings per share calculations. The Company uses the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement. |
Stock-Based Compensation | Stock-Based Compensation The Company has issued restricted stock awards ("RSAs") and performance-based restricted stock units ("PRSUs") under its 2020 Omnibus Equity and Incentive Plan (the "Equity Incentive Plan"). Subject to any adjustment as provided in the Equity Incentive Plan, up to 9,000,000 shares may be issued to awards granted under the Equity Incentive Plan. The Company accounts for stock-based incentives in accordance with ASC 718, Compensation – Stock Compensation , which requires that such compensation be recognized in the financial statements based on the award's estimated grant date fair value. The value of such awards is recognized as compensation expense in General and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income over the appropriate vesting period on a straight-line basis or at the cumulative amount vested at each balance sheet date, if greater. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock compensation expense associated with the forfeited shares. Dividends declared on RSAs issued under the Equity Incentive Plan are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends related to forfeited RSAs are reversed through compensation expense in the period the forfeiture occurs. Dividends accrued on the PRSUs are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends accrued related to forfeited PRSUs are reversed in the period the forfeiture occurs. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity . The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity's Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments. The amendments in ASU 2020-06 were effective for the Company beginning January 1, 2022. The adoption of this guidance on January 1, 2022 did not have a material impact on the Company's financial statements. |
Business Description (Tables)
Business Description (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Outstanding Equity and Economic Ownership Interest | The following table summarizes the outstanding equity and economic ownership interest of the Corporation and the OP: September 30, 2022 December 31, 2021 (in thousands) Shares of OP Units Total Diluted Shares of OP Units Total Diluted Ownership interest 173,115 10,205 183,320 162,383 10,323 172,706 Percent ownership of OP 94.4 % 5.6 % 100.0 % 94.0 % 6.0 % 100.0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Impairment Charge | The following table summarizes the Company's impairment charges, resulting primarily from changes in the Company's long-term hold strategy, with respect to the individual properties: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2022 2021 2022 2021 Number of properties 2 4 3 5 Impairment charge $ 4,155 $ 25,989 $ 5,535 $ 28,001 |
Summary of Restricted Cash | Restricted cash consisted of the following: September 30, December 31, (in thousands) 2022 2021 Escrow funds and other $ 6,449 $ 6,100 |
Summary of Rents Received in Advance | Rent received in advance consisted of the following: (in thousands) September 30, December 31, Rent received in advance $ 21,328 $ 15,162 |
Balances of Financial Instruments Measured at Fair Value on Recurring Basis | The balances of financial instruments measured at fair value on a recurring basis are as follows (see Note 11): September 30, 2022 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 66,602 $ — $ 66,602 $ — December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ ( 27,171 ) $ — $ ( 27,171 ) $ — |
Summary of Carrying Amount Reported on Condensed Consolidated Balance Sheets | The following table summarizes the carrying amount reported on the Condensed Consolidated Balance Sheets and the Company's estimate of the fair value of the unsecured revolving credit facility, mortgages, unsecured term loans, and senior unsecured notes which reflects the fair value of interest rate swaps: (in thousands) September 30, December 31, Carrying amount $ 2,064,533 $ 1,699,160 Fair value 1,855,849 1,785,701 |
Internalization (Tables)
Internalization (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Internalization [Abstract] | |
Summary of Earnout Tranches, Applicable VWAP of REIT Share and Applicable Earnout Periods | As of December 31, 2021, the Company achieved all four VWAP milestones, thereby triggering the payout of all earnout tranches. Below is a summary of the shares of common stock and OP Units issued, and cash paid for each earnout tranche: (in thousands, except per share amounts) Shares of 40-Day Common Stock OP Units VWAP of a Tranche Issued Issued Cash Paid REIT Share Achievement Date 1 145 248 $ 1,926 (a) $ 22.50 June 16, 2021 2 218 371 2,888 (a) 23.75 July 14, 2021 3 363 620 4,117 24.375 September 21, 2021 4 363 620 4,117 25.00 September 21, 2021 (a) Cash payments include amounts earned for dividends. |
Acquisitions of Rental Proper_2
Acquisitions of Rental Property (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions of Rental Property Closed | The Company closed on the following acquisitions during the nine months ended September 30, 2022: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price January 7, 2022 Retail 2 $ 2,573 February 10, 2022 Industrial 1 21,733 February 15, 2022 Retail 1 1,341 February 28, 2022 Industrial 1 5,678 March 4, 2022 Retail 6 79,061 March 31, 2022 Restaurant 16 99,587 April 12, 2022 Retail 1 1,680 April 12, 2022 Industrial 1 7,522 April 13, 2022 Industrial 1 16,250 April 19, 2022 Retail 1 1,780 May 16, 2022 Retail 1 2,264 June 7, 2022 Retail 1 11,510 June 13, 2022 Retail 1 1,638 June 15, 2022 Retail 1 1,884 June 21, 2022 Industrial 5 78,500 June 29, 2022 Healthcare 1 12,467 June 30, 2022 Industrial 1 29,500 July 1, 2022 Retail 2 3,052 July 7, 2022 Retail 1 2,171 July 8, 2022 Industrial 11 75,000 August 25, 2022 Healthcare 1 9,219 August 26, 2022 Industrial 4 44,000 September 6, 2022 Retail 1 1,411 September 28, 2022 Industrial 4 56,250 September 29, 2022 Restaurant 3 12,823 69 $ 578,894 (a) (a) Acquisition price excludes capitalized acquisition costs of $ 5.2 million and a $ 17.4 million building expansion agreed to as a forward commitment in connection with a prior acquisition (see Note 18). The Company closed on the following acquisitions during the nine months ended September 30, 2021: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price February 5, 2021 Healthcare 1 $ 4,843 February 26, 2021 Restaurant (b) 181 March 11, 2021 Retail 13 26,834 March 30, 2021 Retail 11 41,324 March 31, 2021 Healthcare 3 14,140 June 4, 2021 Retail 2 19,420 June 9, 2021 Industrial 1 8,500 June 9, 2021 Industrial 11 106,578 June 25, 2021 Retail 8 12,131 June 28, 2021 Healthcare 4 15,300 June 30, 2021 Retail 1 1,279 June 30, 2021 Healthcare 7 30,750 July 2, 2021 Industrial (c) 4,500 July 21, 2021 Retail 1 5,565 July 29, 2021 Retail 3 4,586 July 29, 2021 Industrial 1 13,041 July 30, 2021 Industrial 2 11,011 August 23, 2021 Healthcare 1 60,000 September 8, 2021 Retail 2 8,901 September 17, 2021 Retail 1 1,722 September 24, 2021 Retail 1 2,456 September 24, 2021 Industrial 2 48,699 September 29, 2021 Industrial 1 10,600 September 30, 2021 Industrial 3 59,343 80 $ 511,704 (d) (b) Acquisition of additional land adjacent to an existing property. (c) Acquisition of land related to an existing property. (d) Acquisition price excludes capitalized acquisition costs of $ 4.4 million. Subsequent to September 30, 2022, the Company closed on the following acquisitions (see Note 19): (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price October 12, 2022 Industrial 7 $ 235,000 October 12, 2022 Retail 1 1,743 October 17, 2022 Retail 2 6,000 October 19, 2022 Retail 1 1,743 November 2, 2022 Industrial 4 38,650 15 $ 283,136 |
Summary of Allocation of Purchase Price | The following table summarizes the purchase price allocation for completed real estate acquisitions: For the Nine Months Ended (in thousands) 2022 2021 Land $ 101,278 $ 72,829 Land improvements 37,578 22,103 Buildings and improvements 406,994 379,946 Acquired in-place leases (e) 46,348 40,865 Acquired above-market lease (f) — 211 Acquired below-market lease (g) ( 76 ) — Right-of-use asset — 663 Lease liability — ( 481 ) Non-real estate liabilities assumed ( 8,051 ) — $ 584,071 (h) $ 516,136 (e) The weighted average amortization period for acquired in-place leases is 20 years and 17 years for acquisitions completed during the nine months ended September 30, 2022 and 2021 , respectively. (f) The weighted average amortization period for the acquired above-market leases is 10 years for acquisitions completed during the nine months ended September 30, 2021. There were no above-market leases acquired during the nine months ended September 30, 2022. (g) The weighted average amortization period for acquired below-market leases is 9 years for acquisitions completed during the nine months ended September 30, 2022 . There were no below-market leases acquired during the nine months ended September 30, 2021 . Excludes $ 17.4 million building expansion agreed to as a forward commitment in connection with a prior acquisition (see Note 18) . |
Sale of Real Estate (Tables)
Sale of Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Real Estate [Abstract] | |
Schedule of Sale of Real Estate | The Company closed on the following sales of real estate, none of which qualified as discontinued operations: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2022 2021 2022 2021 Number of properties disposed 1 6 5 25 Aggregate sale price $ 1,727 $ 26,567 $ 18,828 $ 71,905 Aggregate carrying value ( 1,557 ) ( 24,244 ) ( 12,692 ) ( 58,817 ) Additional sales expenses ( 109 ) ( 1,103 ) ( 808 ) ( 3,297 ) Gain on sale of real estate $ 61 $ 1,220 $ 5,328 $ 9,791 |
Investment in Rental Property_2
Investment in Rental Property and Lease Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Rental Property Subject to Non-cancelable Operating Leases | Depreciation expense on investment in rental property was as follows: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Depreciation $ 29,142 $ 25,232 $ 83,530 $ 73,119 |
Estimated Lease Payments to be Received under Non-cancelable Operating Leases | Estimated lease payments to be received under non-cancelable operating leases with tenants at September 30, 2022 are as follows: (in thousands) Remainder of 2022 $ 91,352 2023 369,961 2024 369,585 2025 363,947 2026 354,818 Thereafter 2,941,041 $ 4,490,704 |
Net Investment in Direct Financing Leases | The Company's net investment in direct financing leases was comprised of the following: (in thousands) September 30, December 31, Undiscounted estimated lease payments to be received $ 39,032 $ 42,602 Estimated unguaranteed residual values 14,547 15,203 Unearned revenue ( 26,326 ) ( 28,893 ) Reserve for credit losses ( 125 ) ( 130 ) Net investment in direct financing leases $ 27,128 $ 28,782 |
Direct Financing Leases, Lease Receivable Maturity | Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at September 30, 2022 are as follows: (in thousands) Remainder of 2022 $ 763 2023 3,114 2024 3,171 2025 3,285 2026 3,357 Thereafter 25,342 $ 39,032 |
Summary of Amounts Reported as Lease Revenues, Net on the Consolidated Statements of Income and Comprehensive Income | The following table summarizes amounts reported as Lease revenues, net on the Condensed Consolidated Statements of Income and Comprehensive Income: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Contractual rental amounts billed for operating leases $ 91,208 $ 78,886 $ 263,109 $ 227,142 Adjustment to recognize contractual operating lease billings on a 5,344 4,942 15,455 14,475 Net write-offs of accrued rental income — — ( 1,326 ) ( 442 ) Variable rental amounts earned 309 130 786 335 Earned income from direct financing leases 719 726 2,163 2,184 Interest income from sales-type leases 14 14 43 43 Operating expenses billed to tenants 5,061 4,414 14,059 12,998 Other income from real estate transactions (a) 874 33,515 1,050 33,548 Adjustment to revenue recognized for uncollectible rental ( 5 ) 150 39 ( 49 ) Total lease revenues, net $ 103,524 $ 122,777 $ 295,378 $ 290,234 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Liabilities Relating to Amortization | The following is a summary of intangible assets and liabilities and related accumulated amortization: (in thousands) September 30, December 31, Lease intangibles: Acquired above-market leases $ 45,749 $ 47,147 Less accumulated amortization ( 17,742 ) ( 16,807 ) Acquired above-market leases, net 28,007 30,340 Acquired in-place leases 421,773 380,766 Less accumulated amortization ( 127,466 ) ( 107,464 ) Acquired in-place leases, net 294,307 273,302 Total intangible lease assets, net $ 322,314 $ 303,642 Acquired below-market leases $ 105,293 $ 105,310 Less accumulated amortization ( 40,322 ) ( 34,714 ) Intangible lease liabilities, net $ 64,971 $ 70,596 Leasing fees $ 14,465 $ 14,786 Less accumulated amortization ( 5,713 ) ( 5,145 ) Leasing fees, net $ 8,752 $ 9,641 |
Schedule of Amortization of Intangible Lease Assets and Liabilities | Amortization of intangible lease assets and liabilities was as follows: (in thousands) For the Three Months Ended For the Nine Months Ended Intangible Financial Statement Presentation 2022 2021 2022 2021 Acquired in-place leases and leasing fees Depreciation and amortization $ 10,224 $ 11,424 $ 25,574 $ 25,429 Above-market and below-market leases Lease revenues, net 1,180 944 3,511 2,362 For the three and nine months ended September 30, 2022 and 2021, amortization expense includes $ 2.3 million and $ 3.8 million of accelerated amortization resulting from early lease terminations, respectively. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization of intangible assets and liabilities at September 30, 2022 is as follows: (in thousands) Remainder of 2022 $ 6,865 2023 27,239 2024 26,430 2025 25,134 2026 23,783 Thereafter 156,644 $ 266,095 |
Unsecured Credit Agreements (Ta
Unsecured Credit Agreements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instrument [Line Items] | |
Summary of Debt Issuance Cost Amortization | he following table summarizes debt issuance cost and original issuance discount amortization: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Debt issuance costs and original issuance discount amortization $ 948 $ 962 $ 2,704 $ 2,832 |
Unsecured Debt | |
Debt Instrument [Line Items] | |
Summary of Unsecured Credit Agreements | The following table summarizes the Company's unsecured credit agreements: Outstanding Balance (in thousands, except interest rates) September 30, December 31, Interest Maturity Unsecured revolving $ 219,537 $ 102,000 Applicable reference 0.85 % (a) (b) (c) Mar. 2026 Unsecured term loans: 2022 Unsecured Term Loan — 60,000 one-month LIBOR 1.00 % (c) Feb. 2022 (e) 2024 Unsecured Term Loan — 190,000 one-month LIBOR 1.00 % (c) Jun. 2024 (f) 2026 Unsecured Term Loan 400,000 400,000 one-month LIBOR 1.00 % (c) Feb. 2026 2027 Unsecured Term Loan 200,000 — one-month adjusted SOFR 0.95 % (d) Aug. 2027 2029 Unsecured Term Loan 300,000 — one-month adjusted SOFR 1.25 % (d) Aug. 2029 Total unsecured term loans 900,000 650,000 Unamortized debt issuance costs, net ( 5,622 ) ( 3,329 ) Total unsecured term loans, net 894,378 646,671 Senior unsecured notes: 2027 Senior Unsecured Notes - 150,000 150,000 4.84 % Apr. 2027 2028 Senior Unsecured Notes - 225,000 225,000 5.09 % Jul. 2028 2030 Senior Unsecured Notes - 100,000 100,000 5.19 % Jul. 2030 2031 Senior Unsecured Public Notes 375,000 375,000 2.60 % Sep. 2031 Total senior unsecured notes 850,000 850,000 Unamortized debt issuance costs and ( 5,633 ) ( 6,199 ) Total senior unsecured notes, net 844,367 843,801 Total unsecured debt, net $ 1,958,282 $ 1,592,472 (a) At September 30, 2022 , a balance of $ 146.5 million was subject to the one-month SOFR of 3.04 %. The remaining balance includes $ 100 million CAD borrowings remeasured to $ 73 million USD, which was subject to the one-month Canadian Dollar Offered Rate ("CDOR") of 3.76 %. (b) At December 31, 2021, the applicable interest rate was one-month LIBOR plus 1.00 % (c) At September 30, 2022 and December 31, 2021 , one-month LIBOR was 3.14 % and 0.10 %, respectively. (d) At September 30, 2022 , one-month SOFR was 3.04 %. (e) The 2022 Unsecured Term Loan was paid in full in February 2022 with borrowings from the unsecured revolving credit facility. (f) The 2024 Unsecured Term Loan was paid in full in August 2022 with borrowings from the 2027 Unsecured Term Loan and 2029 Unsecured Term Loan. |
Mortgages (Tables)
Mortgages (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Instrument [Line Items] | |
Schedule of Estimated Future Principal Payments | Estimated future principal payments to be made under the above mortgages and the Company's unsecured credit agreements (see Note 9) at September 30, 2022 are as follows: (in thousands) Remainder of 2022 $ 743 2023 7,582 2024 9,760 2025 20,195 2026 636,380 Thereafter 1,389,873 $ 2,064,533 |
Secured Debt | |
Debt Instrument [Line Items] | |
Summary of Unsecured Credit Agreements | The Company's mortgages consist of the following: Origination Maturity (in thousands, except interest rates) Date Date Interest September 30, December 31, Lender (Month/Year) (Month/Year) Rate 2022 2021 Wilmington Trust National Association Apr-19 Feb-28 4.92 % $ 45,834 $ 46,760 (a) (b) (c) (d) Wilmington Trust National Association Jun-18 Aug-25 4.36 % 19,254 19,557 (a) (b) (c) (e) PNC Bank Oct-16 Nov-26 3.62 % 16,782 17,094 (b) (c) T2 Durham I, LLC Jul-21 Jul-24 Greater of Prime + 1.25 % or 5.00 % 7,500 7,500 (b) (f) (h) Aegon Apr-12 Oct-23 6.38 % 5,626 6,249 (b) (g) Total mortgages 94,996 97,160 Debt issuance costs, net ( 243 ) ( 314 ) Mortgages, net $ 94,753 $ 96,846 (a) Non-recourse debt includes the indemnification/guaranty of the Corporation and/or OP pertaining to fraud, environmental claims, insolvency, and other matters. (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Mortgage was assumed in April 2019 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (e) Mortgage was assumed in June 2018 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (f) Mortgage is subject to interest at a daily floating annual rate equal to the Prime Rate plus 1.25 %, but no less than 5.00 % per annum. At September 30, 2022 and December 31, 2021, the interest rate was 7.50 % and 5.00 %, respectively. Mortgage was assumed in April 2012 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Company's Outstanding Interest-rate Swap Agreement | The following is a summary of the Company's outstanding interest rate swap agreements: (in thousands, except interest rates) September 30, 2022 December 31, 2021 Counterparty Maturity Date Fixed Variable Rate Index Notional Fair Notional Fair Wells Fargo Bank, N.A. October 2024 2.72 % one-month LIBOR $ 15,000 $ 451 $ 15,000 $ ( 702 ) Capital One, National Association December 2024 1.58 % one-month LIBOR 15,000 834 15,000 ( 241 ) Bank of Montreal January 2025 1.91 % one-month LIBOR 25,000 1,256 25,000 ( 649 ) Truist Financial Corporation April 2025 2.20 % one-month LIBOR 25,000 1,184 25,000 ( 905 ) Bank of Montreal July 2025 2.32 % one-month LIBOR 25,000 1,189 25,000 ( 1,049 ) Truist Financial Corporation July 2025 1.99 % one-month LIBOR 25,000 1,404 25,000 ( 767 ) Truist Financial Corporation December 2025 2.30 % one-month LIBOR 25,000 1,346 25,000 ( 1,125 ) Bank of Montreal January 2026 1.92 % one-month LIBOR 25,000 1,637 25,000 ( 760 ) Bank of Montreal January 2026 2.05 % one-month LIBOR 40,000 2,463 40,000 ( 1,415 ) Capital One, National Association January 2026 2.08 % one-month LIBOR 35,000 2,116 35,000 ( 1,274 ) Truist Financial Corporation January 2026 1.93 % one-month LIBOR 25,000 1,631 25,000 ( 768 ) Capital One, National Association April 2026 2.68 % one-month LIBOR 15,000 662 15,000 ( 941 ) Capital One, National Association July 2026 1.32 % one-month LIBOR 35,000 3,250 35,000 ( 205 ) Bank of Montreal December 2026 2.33 % one-month LIBOR 10,000 633 10,000 ( 538 ) Bank of Montreal December 2026 1.99 % one-month LIBOR 25,000 1,913 25,000 ( 936 ) Toronto-Dominion Bank March 2027 2.46 % one-month CDOR 14,607 (a) 744 — — Wells Fargo Bank, N.A. April 2027 2.72 % one-month LIBOR 25,000 1,233 25,000 ( 1,887 ) Bank of Montreal December 2027 2.37 % one-month LIBOR 25,000 1,774 25,000 ( 1,570 ) Capital One, National Association December 2027 2.37 % one-month LIBOR 25,000 1,742 25,000 ( 1,575 ) Wells Fargo Bank, N.A. January 2028 2.37 % one-month LIBOR 75,000 5,265 75,000 ( 4,741 ) Bank of Montreal May 2029 2.09 % one-month LIBOR 25,000 2,451 25,000 ( 1,316 ) Regions Bank May 2029 2.11 % one-month LIBOR 25,000 2,394 25,000 ( 1,356 ) Regions Bank June 2029 2.03 % one-month LIBOR 25,000 2,511 25,000 ( 1,222 ) U.S. Bank National Association June 2029 2.03 % one-month LIBOR 25,000 2,536 25,000 ( 1,220 ) Regions Bank August 2029 2.58 % one-month SOFR 100,000 6,137 — — Toronto-Dominion Bank August 2029 2.58 % one-month SOFR 45,000 2,851 — — U.S. Bank National Association August 2029 2.65 % one-month SOFR 15,000 880 — — U.S. Bank National Association August 2029 2.58 % one-month SOFR 100,000 6,231 — — U.S. Bank National Association August 2029 1.35 % one-month LIBOR 25,000 3,605 25,000 ( 9 ) Regions Bank March 2032 2.69 % one-month CDOR 14,607 (a) 1,028 — — U.S. Bank National Association March 2032 2.70 % one-month CDOR 14,607 (a) 1,044 — — Bank of Montreal March 2034 2.81 % one-month CDOR 29,216 (a) 2,207 — — $ 973,037 $ 66,602 $ 640,000 $ ( 27,171 ) (a) The contractual notional amount is $ 20.0 million or $ 40.0 million CAD . |
Total Amounts Recognized and Location of Gain (Loss) in Condensed Consolidated Statement of Income and Comprehensive Income (Loss), from Converting from Variable Rates to Fixed Rates | The total amounts recognized, and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows: Amount of Gain Reclassification from Total Interest Expense Recognized in Accumulated Other Presented in the Condensed Accumulated Other Comprehensive Income (Loss) Consolidated Statements of (in thousands) Comprehensive Amount of Income and Comprehensive For the Three Months Ended September 30, Income (Loss) Location Loss Income 2022 $ 40,039 Interest expense $ 446 $ 20,095 2021 4,559 Interest expense 4,085 15,611 Amount of Gain Reclassification from Total Interest Expense Recognized in Accumulated Other Presented in the Condensed Accumulated Other Comprehensive Income (Loss) Consolidated Statements of (in thousands) Comprehensive Amount of Income and Comprehensive For the Nine Months Ended September 30, Income (Loss) Location Loss Income 2022 $ 93,772 Interest expense $ 7,433 $ 54,879 2021 30,328 Interest expense 12,140 47,149 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of OP Units Exchanged for Shares of Common Stock | The following table summarizes OP Units exchanged for shares of common stock: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 OP Units exchanged for shares of common stock 118 1,723 118 2,888 Value of units exchanged $ 1,926 $ 27,755 $ 1,926 $ 46,220 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Common Shares under Company's ATM Program | The following table presents information about the Company's ATM Program activity: For the Three Months Ended For the Nine Months Ended (in thousands, except per share amounts) September 30, 2022 September 30, 2022 Number of common shares issued 962 10,471 Weighted average sale price per share $ 21.44 $ 21.66 Net proceeds $ 20,248 $ 222,895 Gross proceeds 20,626 226,483 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock | The following table presents information about the Company's RSAs: For the Three Months Ended For the Nine Months Ended (in thousands) 2022 2021 2022 2021 Compensation cost (a) $ 994 $ 701 $ 2,481 $ 3,124 Dividends declared on unvested RSAs 107 95 310 296 Fair value of shares vested during the period — — 3,209 3,296 (a) Includes $ 0.2 million and $ 0.3 million compensation cost recognized from RSAs granted to non-employee directors for the three and nine months ended September 30, 2022, respectively. (in thousands, except recognition period) September 30, 2022 December 31, 2021 Unamortized value of RSAs $ 5,935 $ 4,715 Weighted average amortization period (in years) 2.4 2.4 |
Summary of Restricted Stock Activity | The following table presents information about the Company's RSA activity: For the Three Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 392 $ 20.33 378 $ 19.60 Granted 6 22.67 1 26.02 Vested — — — — Forfeited ( 1 ) 21.66 ( 5 ) 19.72 Unvested at end of period 397 20.37 374 19.61 For the Nine Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 372 $ 19.62 341 $ 20.50 Granted 181 21.44 202 18.68 Vested ( 146 ) 19.80 ( 164 ) 20.15 Forfeited ( 10 ) 20.10 ( 5 ) 19.72 Unvested at end of period 397 20.37 374 19.61 |
Performance-based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock | The following tables present information about the Company's PRSUs: For the Three Months Ended For the Nine Months Ended (in thousands, except recognition period) 2022 2021 2022 2021 Compensation cost $ 509 $ 223 $ 1,332 $ 520 September 30, 2022 December 31, 2021 Unamortized value of PRSUs $ 4,027 $ 1,931 Weighted average amortization period (in years) 2.1 2.2 |
Summary of Restricted Stock Activity | The following table presents information about the Company's PRSU activity: For the Three Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 231 $ 26.25 110 $ 24.40 Granted 2 27.93 — — Vested — — — — Forfeited — — — — Unvested at end of period 233 26.27 110 24.40 For the Nine Months Ended September 30, 2022 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 110 $ 24.40 — $ — Granted 124 27.93 132 24.40 Vested — — — — Forfeited ( 1 ) 27.93 ( 22 ) 24.40 Unvested at end of period 233 26.27 110 24.40 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Components used in Calculation of Basic and Diluted Earnings per Share | he following table summarizes the components used in the calculation of basic and diluted earnings per share ("EPS"): For the Three Months Ended For the Nine Months Ended (in thousands, except per share amounts) 2022 2021 2022 2021 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common $ 27,109 $ 28,698 $ 87,383 $ 72,135 Less: earnings allocated to unvested restricted shares ( 108 ) ( 95 ) ( 310 ) ( 296 ) Net earnings used to compute basic earnings per common share $ 27,001 $ 28,603 $ 87,073 $ 71,839 Diluted earnings: Net earnings used to compute basic earnings per share $ 27,001 $ 28,603 $ 87,073 $ 71,839 Net earnings attributable to non-controlling interests 1,600 1,824 5,319 5,167 Net earnings used to compute diluted earnings per common share $ 28,601 $ 30,427 $ 92,392 $ 77,006 Weighted average number of common shares outstanding 172,973 159,604 169,061 150,593 Less: weighted average unvested restricted shares (a) ( 395 ) ( 378 ) ( 381 ) ( 366 ) Weighted average number of common shares outstanding used in 172,578 159,226 168,680 150,227 Effects of restricted stock units (b) 180 219 166 172 Effects of convertible membership units (c) 10,213 10,142 10,286 10,874 Weighted average number of common shares outstanding used in 182,971 169,587 179,132 161,273 Basic earnings per share $ 0.16 $ 0.18 $ 0.52 $ 0.48 Diluted earnings per share $ 0.16 $ 0.18 $ 0.52 $ 0.48 (a) Represents the weighted average effects of 397,135 and 373,619 unvested restricted shares of common stock as of September 30, 2022 and 2021, respectively, which will be excluded from the computation of earnings per share until they vest. (b) Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 15). (c) Represents the weighted average effects of 10,204,806 and 10,370,417 OP Units outstanding at September 30, 2022 and 2021 , respectively. OP Units are included in the diluted earnings per share calculation. However, because such OP Units would also require that the share of the net income attributable to such OP units also be added back to net income, there is no effect to EPS. |
Business Description - Addition
Business Description - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Property Provinces State | |
Business Description [Line Items] | |
Date of incorporation | Oct. 18, 2007 |
Number of leased commercial properties owned | 790 |
UNITED STATES | |
Business Description [Line Items] | |
Number of leased commercial properties owned | 783 |
Number of States in which properties located | State | 44 |
Canada | |
Business Description [Line Items] | |
Number of leased commercial properties owned | 7 |
Number of provinces | Provinces | 4 |
Business Description - Summary
Business Description - Summary of Outstanding Equity and Economic Ownership Interest (Detail) - shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Broadstone Net Lease, LLC | ||
Business Description [Line Items] | ||
Percent ownership of OP, Shares of Common Stock | 94.40% | 94% |
Percent ownership of OP, OP Units | 5.60% | 6% |
Percent ownership of OP, Total Diluted Shares | 100% | 100% |
Ownership Interest | ||
Business Description [Line Items] | ||
Shares of Common Stock | 173,115 | 162,383 |
OP Units | 10,205 | 10,323 |
Total Diluted Shares | 183,320 | 172,706 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Additional impairment charges | $ 0 | |||
Lease termination fee | $ 800,000 | $ 33,500,000 | 800,000 | $ 33,500,000 |
Acquired in-place leases and leasing fees | 2,300,000 | 3,800,000 | 2,300,000 | 3,800,000 |
Depreciation and amortization | 39,400,000 | 36,682,000 | 109,201,000 | 98,620,000 |
Aggregate sale price | 1,727,000 | 26,567,000 | 18,828,000 | 71,905,000 |
Carrying value of property sold | 1,557,000 | 24,244,000 | 12,692,000 | 58,817,000 |
Loss on sale of properties | $ 61,000 | 1,220,000 | $ 5,328,000 | 9,791,000 |
Lease Termination Impact | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Lease termination fee | 4,000,000 | |||
Proceeds from sale of property | 16,000,000 | |||
Loss on sale of properties | 25,700,000 | |||
Lease termination income | 33,500,000 | |||
Lease Termination Impact | Office tenant [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Lease termination fee | 35,000,000 | |||
Maximum [Member] | Equity Incentive Plan [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Number of restricted stock awards issued | 9,000,000 | 9,000,000 | ||
Above and Below Market Leases | Lease Revenues, Net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 1,180,000 | 944,000 | $ 3,511,000 | 2,362,000 |
Acquired In-Place Leases | Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 10,224,000 | $ 11,424,000 | $ 25,574,000 | $ 25,429,000 |
Significant Accounting Policies
Significant Accounting Policies - Summary of Impairment Charge (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Number of properties | Customer | (2) | 4 | 3 | 5 |
Impairment charge | $ | $ (4,155) | $ 25,989 | $ 5,535 | $ 28,001 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Components of Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Cash and Cash Equivalents [Abstract] | ||||
Escrow funds and other | $ 6,449 | $ 6,100 | ||
Restricted cash | $ 6,449 | $ 6,100 | $ 3,895 | $ 10,242 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Rents Received in Advance (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Rent received in advance | $ 21,328 | $ 15,162 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Balances of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | $ 66,602 | $ 0 |
Interest rate swap, liabilities | 0 | (27,171) |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | 66,602 | |
Interest rate swap, liabilities | (27,171) | |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | 0 | |
Interest rate swap, liabilities | 0 | |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | 66,602 | |
Interest rate swap, liabilities | (27,171) | |
Fair Value, Measurements, Recurring | Fair Value Inputs Level3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | $ 0 | |
Interest rate swap, liabilities | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Carrying Amount Reported on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Summary Of Significant Accounting Policies [Abstract] | ||
Carrying amount | $ 2,064,533 | $ 1,699,160 |
Fair value | $ 1,855,849 | $ 1,785,701 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||||
Issuance of shares of common stock, shares | 11,659,000 | |||||
Number of OP Units Issued During Period | 1,611,358 | 1,859,257 | ||||
Issuance of shares common stock upon conversion of OP units | 118,400 | 2,887,278 | ||||
Conversion of OP Units to shares of common stock | $ 1.9 | $ 46.2 | ||||
Number of OP units exchanged | 118,000 | 1,723,000 | 1,127,000 | 38,000 | 118,400 | 2,887,278 |
Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of shares common stock upon conversion of OP units | 1,029,565 | 2,049,439 | ||||
Conversion of OP Units to shares of common stock | $ 16.6 | $ 32.8 | ||||
Number of OP units exchanged | 0 | 1,029,565 | 0 | 2,049,439 | ||
Tranche One | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of shares of common stock, shares | 1,088,977 | |||||
Number of OP Units Issued During Period | 1,859,257 | |||||
Payment of cash at earnout milestone | $ 13 |
Internalization - Additional In
Internalization - Additional Information (Detail) - Merger Agreement $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) Tranche | |
Internalization [Line Items] | |
Number of tranches | Tranche | 4 |
VWAP per REIT Share Days | 40 days |
Maximum | |
Internalization [Line Items] | |
Additional consideration payable | $ 75 |
Tranche One | |
Internalization [Line Items] | |
Additional consideration payable | 10 |
Tranche Two | |
Internalization [Line Items] | |
Additional consideration payable | 15 |
Tranche Three | |
Internalization [Line Items] | |
Additional consideration payable | 25 |
Tranche Four | |
Internalization [Line Items] | |
Additional consideration payable | $ 25 |
Internalization - Summary of Ea
Internalization - Summary of Earnout Tranches, Applicable VWAP of REIT Share and Applicable Earnout Period (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Internalization [Line Items] | |||||
Shares of Common stock issued | 173,115,000 | 162,383,000 | |||
Op Units Issued | 1,611,358 | 1,859,257 | |||
Tranche One | |||||
Internalization [Line Items] | |||||
Op Units Issued | 1,859,257 | ||||
Merger Agreement | Tranche One | |||||
Internalization [Line Items] | |||||
Shares of Common stock issued | 145,000 | ||||
Op Units Issued | 248,000 | ||||
Cash Paid | [1] | $ 1,926 | |||
40-Day VWAP of a REIT Share | $ 22.50 | ||||
Achievement Date | Jun. 16, 2021 | ||||
Merger Agreement | Tranche Two | |||||
Internalization [Line Items] | |||||
Shares of Common stock issued | 218,000 | ||||
Op Units Issued | 371,000 | ||||
Cash Paid | [1] | $ 2,888 | |||
40-Day VWAP of a REIT Share | $ 23.75 | ||||
Achievement Date | Jul. 14, 2021 | ||||
Merger Agreement | Tranche Three | |||||
Internalization [Line Items] | |||||
Shares of Common stock issued | 363,000 | ||||
Op Units Issued | 620,000 | ||||
Cash Paid | $ 4,117 | ||||
40-Day VWAP of a REIT Share | $ 24.375 | ||||
Achievement Date | Sep. 21, 2021 | ||||
Merger Agreement | Tranche Four | |||||
Internalization [Line Items] | |||||
Shares of Common stock issued | 363,000 | ||||
Op Units Issued | 620,000 | ||||
Cash Paid | $ 4,117 | ||||
40-Day VWAP of a REIT Share | $ 25 | ||||
Achievement Date | Sep. 21, 2021 | ||||
[1] Cash payments include amounts earned for dividends. |
Acquisitions of Rental Proper_3
Acquisitions of Rental Property - Acquisitions of Rental Property Closed - (Detail) $ in Thousands | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Nov. 02, 2022 USD ($) Property | Oct. 27, 2022 USD ($) Property | Oct. 19, 2022 USD ($) Property | Oct. 17, 2022 USD ($) Property | Oct. 12, 2022 USD ($) Property | Sep. 29, 2022 USD ($) Customer | Sep. 28, 2022 USD ($) Customer | Sep. 06, 2022 USD ($) Customer | Aug. 26, 2022 USD ($) Customer | Aug. 25, 2022 USD ($) Customer | Jul. 08, 2022 USD ($) Customer | Jul. 07, 2022 USD ($) Customer | Jul. 01, 2022 USD ($) Customer | Jun. 30, 2022 USD ($) Customer | Jun. 29, 2022 USD ($) Customer | Jun. 21, 2022 USD ($) Customer | Jun. 15, 2022 USD ($) Customer | Jun. 13, 2022 USD ($) Customer | Jun. 07, 2022 USD ($) Customer | May 16, 2022 USD ($) Customer | Apr. 19, 2022 USD ($) Customer | Apr. 13, 2022 USD ($) Customer | Apr. 12, 2022 USD ($) Customer | Mar. 31, 2022 USD ($) Customer | Mar. 04, 2022 USD ($) Customer | Feb. 28, 2022 USD ($) Customer | Feb. 15, 2022 USD ($) Customer | Feb. 10, 2022 USD ($) Customer | Jan. 07, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | Sep. 29, 2021 USD ($) Customer | Sep. 24, 2021 USD ($) Customer | Sep. 17, 2021 USD ($) Customer | Sep. 08, 2021 USD ($) Customer | Aug. 23, 2021 USD ($) Customer | Jul. 30, 2021 USD ($) Customer | Jul. 29, 2021 USD ($) Customer | Jul. 21, 2021 USD ($) Customer | Jul. 02, 2021 USD ($) | Jun. 30, 2021 USD ($) Customer | Jun. 28, 2021 USD ($) Customer | Jun. 25, 2021 USD ($) Customer | Jun. 09, 2021 USD ($) Customer | Jun. 04, 2021 USD ($) Customer | Mar. 31, 2021 USD ($) Customer | Mar. 30, 2021 USD ($) Customer | Mar. 11, 2021 USD ($) Customer | Feb. 26, 2021 USD ($) | Feb. 05, 2021 USD ($) Customer | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | |||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Customer | 80 | 69 | 80 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 578,894 | [1] | $ 511,704 | [2] | |||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Property | 15 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 283,136 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Healthcare | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | ||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Customer | 1 | 1 | 1 | 7 | 4 | 3 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 9,219 | $ 12,467 | $ 60,000 | $ 30,750 | $ 15,300 | $ 14,140 | $ 4,843 | ||||||||||||||||||||||||||||||||||||||||||||||
Restaurant | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Restaurant | Restaurant | Restaurant | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Customer | 3 | 16 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 12,823 | $ 99,587 | $ 181 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Retail | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | |||||||||||||||||||||||||||||||
Number of Properties | Customer | 1 | 1 | 2 | 1 | 1 | 1 | 1 | 1 | 1 | 6 | 1 | 2 | 1 | 1 | 2 | 3 | 1 | 1 | 8 | 2 | 11 | 13 | |||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 1,411 | $ 2,171 | $ 3,052 | $ 1,884 | $ 1,638 | $ 11,510 | $ 2,264 | $ 1,780 | $ 1,680 | $ 79,061 | $ 1,341 | $ 2,573 | $ 2,456 | $ 1,722 | $ 8,901 | $ 4,586 | $ 5,565 | $ 1,279 | $ 12,131 | $ 19,420 | $ 41,324 | $ 26,834 | |||||||||||||||||||||||||||||||
Retail | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Retail | Retail | Retail | ||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Property | 1 | 2 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 1,743 | $ 6,000 | $ 1,743 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Industrial | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | |||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Customer | 4 | 4 | 11 | 1 | 5 | 1 | 1 | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 56,250 | $ 44,000 | $ 75,000 | $ 29,500 | $ 78,500 | $ 16,250 | $ 7,522 | $ 5,678 | $ 21,733 | $ 8,500 | |||||||||||||||||||||||||||||||||||||||||||
Industrial | Subsequent Event | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Industrial | Industrial | |||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Property | 4 | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 38,650 | $ 235,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Industrial | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | ||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Customer | 3 | 1 | 2 | 2 | 1 | 11 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 59,343 | $ 10,600 | $ 48,699 | $ 11,011 | $ 13,041 | $ 4,500 | $ 106,578 | ||||||||||||||||||||||||||||||||||||||||||||||
[1] Acquisition price excludes capitalized acquisition costs of $ 5.2 million and a $ 17.4 million building expansion agreed to as a forward commitment in connection with a prior acquisition (see Note 18). Acquisition price excludes capitalized acquisition costs of $ 4.4 million. |
Acquisitions of Rental Proper_4
Acquisitions of Rental Property - Acquisitions of Rental Property Closed (Parenthetical) - (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Combinations [Abstract] | ||
Acquisition costs capitalized | $ 5.2 | $ 4.4 |
Tenant's building expansion | $ 17.4 |
Acquisitions of Rental Proper_5
Acquisitions of Rental Property - Purchase Price Allocation for Real Estate Acquisitions (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Sep. 30, 2021 | ||
Business Acquisition [Line Items] | ||||
Non-real estate liabilities assumed | $ (8,051) | $ 0 | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, assets | 584,071 | 516,136 | [1] | |
Land | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 101,278 | 72,829 | ||
Land Improvements | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 37,578 | 22,103 | ||
Buildings and Improvements | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 406,994 | 379,946 | ||
Acquired In-Place Leases | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | [2] | (46,348) | (40,865) | |
Acquired Above-Market Lease | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 0 | (211) | [3] | |
Acquired Below-Market Leases | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | [4] | (76) | 0 | |
Right-of-use asset | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 0 | (663) | ||
Lease liability | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | $ 0 | $ (481) | ||
[1] Excludes $ 17.4 million building expansion agreed to as a forward commitment in connection with a prior acquisition (see Note 18) The weighted average amortization period for acquired in-place leases is 20 years and 17 years for acquisitions completed during the nine months ended September 30, 2022 and 2021 , respectively. The weighted average amortization period for the acquired above-market leases is 10 years for acquisitions completed during the nine months ended September 30, 2021. There were no above-market leases acquired during the nine months ended September 30, 2022. The weighted average amortization period for acquired below-market leases is 9 years for acquisitions completed during the nine months ended September 30, 2022 . There were no below-market leases acquired during the nine months ended September 30, 2021 . |
Acquisitions of Rental Proper_6
Acquisitions of Rental Property - Purchase Price Allocation for Real Estate Acquisitions (Parenthetical) - (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Tenant's building expansion | $ 17.4 | |
Acquired In-Place Leases | ||
Business Acquisition [Line Items] | ||
Weighted average amortization period | 20 years | 17 years |
Acquired Above-Market Lease | ||
Business Acquisition [Line Items] | ||
Weighted average amortization period | 0 years | 10 years |
Acquired Below-Market Leases | ||
Business Acquisition [Line Items] | ||
Weighted average amortization period | 9 years | 0 years |
Sale of Real Estate - Schedule
Sale of Real Estate - Schedule of Sale of Real Estate (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Property | Sep. 30, 2021 USD ($) Property | Sep. 30, 2022 USD ($) Property | Sep. 30, 2021 USD ($) Property | |
Real Estate [Line Items] | ||||
Number of properties disposed | Property | 1 | 6 | 5 | 25 |
Aggregate sale price | $ 1,727 | $ 26,567 | $ 18,828 | $ 71,905 |
Aggregate carrying value | (1,557) | (24,244) | (12,692) | (58,817) |
Gain on sale of real estate | 61 | 1,220 | 5,328 | 9,791 |
Real Estate | ||||
Real Estate [Line Items] | ||||
Additional sales expenses | (109) | (1,103) | (808) | (3,297) |
Gain on sale of real estate | $ 61 | $ 1,220 | $ 5,328 | $ 9,791 |
Investment in Rental Property_3
Investment in Rental Property and Lease Arrangements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 PropertyNumber Property | |
Lessor Lease Description [Line Items] | |
Number of leased commercial properties owned | Property | 790 |
Number of real estate properties under operating leases | 777 |
Number of real estate properties under direct financing leases | 9 |
Number of real estate properties under sales-type leases | Property | 1 |
Number of real estate properties under direct financing leases that include land option | 3 |
Lessee, operating lease, existence of option to extend | true |
Lessee, finance lease, existence of option to extend | true |
Minimum | |
Lessor Lease Description [Line Items] | |
Lessor operating lease, initial terms | 10 years |
Lessor direct financing leases, initial terms | 10 years |
Maximum | |
Lessor Lease Description [Line Items] | |
Lessor operating lease, initial terms | 20 years |
Lessor direct financing leases, initial terms | 20 years |
Investment in Rental Property_4
Investment in Rental Property and Lease Arrangements - Rental Property Subject to Non-cancelable Operating Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | $ 4,747,761 | $ 4,205,191 |
Less accumulated depreciation | (505,456) | (430,141) |
Accounted for using the operating method, net | $ 4,242,305 | $ 3,775,050 |
Investment in Rental Property_5
Investment in Rental Property and Lease Arrangements - Summary of Depreciation Expense on Investment in Rental Property (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Depreciation | $ 29,142 | $ 25,232 | $ 83,530 | $ 73,119 |
Investment in Rental Property_6
Investment in Rental Property and Lease Arrangements - Estimated Lease Payments to be Received under Non-cancelable Operating Leases (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessor, Operating Lease, Payments to be Received, Fiscal Year Maturity [Abstract] | |
Remainder of 2022 | $ 91,352 |
2023 | 369,961 |
2024 | 369,585 |
2025 | 363,947 |
2026 | 354,818 |
Thereafter | 2,941,041 |
Estimated lease payments to be received under non-cancelable operating leases | $ 4,490,704 |
Investment in Rental Property_7
Investment in Rental Property and Lease Arrangements - Net Investment in Direct Financing Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Undiscounted estimated lease payments to be received | $ 39,032 | $ 42,602 |
Estimated unguaranteed residual values | 14,547 | 15,203 |
Unearned revenue | (26,326) | (28,893) |
Reserve for credit losses | (125) | (130) |
Net investment in direct financing leases | $ 27,128 | $ 28,782 |
Investment in Rental Property_8
Investment in Rental Property and Lease Arrangements - Undiscounted Estimated Lease Payments to be Received under Non-cancelable Direct Financing Leases (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |
Remainder of 2022 | $ 763 |
2023 | 3,114 |
2024 | 3,171 |
2025 | 3,285 |
2026 | 3,357 |
Thereafter | 25,342 |
Undiscounted estimated lease payments to be received under non-cancelable direct financing leases | $ 39,032 |
Investment in Rental Property_9
Investment in Rental Property and Lease Arrangements - Summary of Amounts Reported as Lease Revenues Net on the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Leases [Abstract] | |||||
Contractual rental amounts billed for operating leases | $ 91,208 | $ 78,886 | $ 263,109 | $ 227,142 | |
Adjustment to recognize contractual operating lease billings on a straight-line basis | 5,344 | 4,942 | 15,455 | 14,475 | |
Net write-offs of accrued rental income | 0 | 0 | (1,326) | (442) | |
Variable rental amounts earned | 309 | 130 | 786 | 335 | |
Earned income from direct financing leases | 719 | 726 | 2,163 | 2,184 | |
Interest income from sales-type leases | 14 | 14 | 43 | 43 | |
Operating expenses billed to tenants | 5,061 | 4,414 | 14,059 | 12,998 | |
Other income from real estate transactions | [1] | 874 | 33,515 | 1,050 | 33,548 |
Adjustment to revenue recognized for uncollectible rental amounts billed, net | (5) | 150 | 39 | (49) | |
Total Lease revenues, net | $ 103,524 | $ 122,777 | $ 295,378 | $ 290,234 | |
[1] Other income from real estate transactions includes $ 0.8 million and $ 33.5 million of lease termination fee income for the three and nine months ended September 30, 2022 and 2021, respectively. |
Investment in Rental Propert_10
Investment in Rental Property and Lease Arrangements - Summary of Amounts Reported as Lease Revenues Net on the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (Parenthetical) - (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Lease termination fee income | $ 0.8 | $ 33.5 | $ 0.8 | $ 33.5 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Schedule of Intangible Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lease intangibles: | ||
Intangible lease assets, net | $ 322,314 | $ 303,642 |
Acquired below-market leases | 105,293 | 105,310 |
Less accumulated amortization | (40,322) | (34,714) |
Intangible lease liabilities, net | 64,971 | 70,596 |
Leasing fees | 14,465 | 14,786 |
Less accumulated amortization | (5,713) | (5,145) |
Leasing fees, net | 8,752 | 9,641 |
Acquired Above-Market Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 45,749 | 47,147 |
Less accumulated amortization | (17,742) | (16,807) |
Intangible lease assets, net | 28,007 | 30,340 |
Acquired In-Place Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 421,773 | 380,766 |
Less accumulated amortization | (127,466) | (107,464) |
Intangible lease assets, net | $ 294,307 | $ 273,302 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Schedule of Amortization of Intangible Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 2,300 | $ 3,800 | $ 2,300 | $ 3,800 |
Acquired In-Place Leases | Depreciation and Amortization | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | 10,224 | 11,424 | 25,574 | 25,429 |
Above and Below Market Leases | Lease Revenues, Net | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 1,180 | $ 944 | $ 3,511 | $ 2,362 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 2.3 | $ 3.8 | $ 2.3 | $ 3.8 |
Intangible Assets and Liabili_6
Intangible Assets and Liabilities - Schedule of Amortizable Intangible Assets (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 6,865 |
2023 | 27,239 |
2024 | 26,430 |
2025 | 25,134 |
2026 | 23,783 |
Thereafter | 156,644 |
Total | $ 266,095 |
Unsecured Credit Agreements - S
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Detail) $ in Thousands | 9 Months Ended | |||
Aug. 01, 2022 Reporting_unit | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | ||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 7.50% | 5% | ||
Total unsecured debt | $ 2,064,533 | $ 1,699,160 | ||
Long-term Debt | 2,064,533 | |||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 1,958,282 | 1,592,472 | ||
Number of term loan | Reporting_unit | 2 | |||
Unsecured Debt | 1 Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [1] | 1% | ||
Unsecured Debt | Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total unsecured debt | $ 900,000 | 650,000 | ||
Debt issuance costs, net | (5,622) | (3,329) | ||
Long-term Debt | 894,378 | 646,671 | ||
Unsecured Debt | Senior Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Total unsecured debt | 850,000 | 850,000 | ||
Unamortized debt issuance costs and original issuance discount, net | (5,633) | (6,199) | ||
Long-term Debt | $ 844,367 | 843,801 | ||
Unsecured Debt | Unsecured Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | Applicable reference rate + 0.85% (a) (b) (c) | |||
Maturity Date | 2026-03 | |||
Basis spread on variable rate | [1],[2],[3] | 0.85% | ||
Total unsecured debt | $ 219,537 | 102,000 | ||
Unsecured Debt | 2022 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | one-month LIBOR + 1.00% (c) | |||
Maturity Date | [4] | 2022-02 | ||
Total unsecured debt | 60,000 | |||
Unsecured Debt | 2024 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | one-month LIBOR + 1.00% (c) | |||
Maturity Date | [5] | 2024-06 | ||
Total unsecured debt | 190,000 | |||
Unsecured Debt | 2024 Unsecured Term Loan | 1 Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [1] | 1% | ||
Unsecured Debt | 2026 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | one-month LIBOR + 1.00% (c) | |||
Maturity Date | 2026-02 | |||
Total unsecured debt | $ 400,000 | 400,000 | ||
Unsecured Debt | 2026 Unsecured Term Loan | 1 Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [1] | 1% | ||
Unsecured Debt | 2027 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | one-month adjusted SOFR + 0.95 | |||
Maturity Date | 2027-08 | |||
Total unsecured debt | $ 200,000 | |||
Unsecured Debt | 2027 Unsecured Term Loan | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [6] | 0.95% | ||
Unsecured Debt | 2029 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest Rate | one-month adjusted SOFR + 1.25% (d) | |||
Maturity Date | 2029-08 | |||
Total unsecured debt | $ 300,000 | |||
Unsecured Debt | 2029 Unsecured Term Loan | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [6] | 1.25% | ||
Unsecured Debt | 2027 Senior Unsecured Notes | Senior Guaranteed Notes Series A | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 4.84% | |||
Maturity Date | 2027-04 | |||
Total unsecured debt | $ 150,000 | 150,000 | ||
Unsecured Debt | 2028 Senior Unsecured Notes | Senior Guaranteed Notes Series B | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 5.09% | |||
Maturity Date | 2028-07 | |||
Total unsecured debt | $ 225,000 | 225,000 | ||
Unsecured Debt | 2030 Senior Unsecured Notes | Senior Guaranteed Notes Series C | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 5.19% | |||
Maturity Date | 2030-07 | |||
Total unsecured debt | $ 100,000 | 100,000 | ||
Unsecured Debt | 2031 Senior Unsecured Public Notes | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 2.60% | |||
Maturity Date | 2031-09 | |||
Total unsecured debt | $ 375,000 | $ 375,000 | ||
[1] At September 30, 2022 and December 31, 2021 , one-month LIBOR was 3.14 % and 0.10 %, respectively. At September 30, 2022 , a balance of $ 146.5 million was subject to the one-month SOFR of 3.04 %. The remaining balance includes $ 100 million CAD borrowings remeasured to $ 73 million USD, which was subject to the one-month Canadian Dollar Offered Rate ("CDOR") of 3.76 %. At December 31, 2021, the applicable interest rate was one-month LIBOR plus 1.00 % The 2022 Unsecured Term Loan was paid in full in February 2022 with borrowings from the unsecured revolving credit facility. The 2024 Unsecured Term Loan was paid in full in August 2022 with borrowings from the 2027 Unsecured Term Loan and 2029 Unsecured Term Loan. At September 30, 2022 , one-month SOFR was 3.04 %. |
Unsecured Credit Agreements -_2
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Parenthetical) (Detail) $ in Thousands, $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 CAD ($) | ||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 2,064,533 | |||
1 Month Secured Overnight | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.04% | 3.04% | ||
Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 1,958,282 | $ 1,592,472 | ||
Unsecured Debt | 1 Month LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.14% | 0.10% | 3.14% | |
Basis spread on variable rate | [1] | 1% | ||
Unsecured Debt | 1 Month LIBOR | 2024 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [1] | 1% | ||
Unsecured Debt | 1 Month LIBOR | 2026 Unsecured Term Loan | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | [1] | 1% | ||
Unsecured Debt | 1 Month LIBOR | Revolving Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Unsecured Debt | 1 Month Canadian Dollar | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 73,000 | $ 100 | ||
Interest rate | 3.76% | 3.76% | ||
Unsecured Debt | 1 Month Secured Overnight | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 146,500 | |||
Interest rate | 3.04% | 3.04% | ||
[1] At September 30, 2022 and December 31, 2021 , one-month LIBOR was 3.14 % and 0.10 %, respectively. |
Unsecured Credit Agreements - A
Unsecured Credit Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 01, 2022 | Jan. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Debt Instrument [Line Items] | ||||||||
Weighted Average Fixed Rate | 4.10% | 4.10% | ||||||
Total unsecured debt | $ 2,064,533 | $ 2,064,533 | $ 1,699,160 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | 7.50% | 5% | |||||
Debt Instrument Maturity Date | Mar. 31, 2026 | |||||||
Cost of debt extinguishment | $ (231) | $ (242) | $ (231) | $ (368) | ||||
Other Nonoperating Income (Expense) | ||||||||
Debt Instrument [Line Items] | ||||||||
Cost of debt extinguishment | (200) | 200 | (200) | 300 | ||||
LIBOR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.825% | |||||||
LIBOR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.55% | |||||||
2027 Unsecured Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured debt | $ 200,000 | |||||||
Unsecured debt, term (years) | 5 years | |||||||
Unsecured debt, maturity year | 2027 | |||||||
2027 Unsecured Term Loan | SOFR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.80% | |||||||
2027 Unsecured Term Loan | SOFR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.60% | |||||||
2029 Unsecured Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Unsecured debt | $ 300,000 | |||||||
Unsecured debt, term (years) | 7 years | |||||||
Unsecured debt, maturity year | 2029 | |||||||
2029 Unsecured Term Loan [Member] | SOFR | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.15% | |||||||
2029 Unsecured Term Loan [Member] | SOFR | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 2.20% | |||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of unsecured debt | $ 190,000 | |||||||
Unsecured Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total unsecured debt | $ 1,000,000 | |||||||
Applicable margin of facility fee percentage | 0.20% | |||||||
Unsecured Revolving Credit Facility [Member] | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.725% | |||||||
Unsecured Revolving Credit Facility [Member] | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.40% | |||||||
Unsecured Revolving Credit Facility [Member] | Euros and Canadian Dollars | ||||||||
Debt Instrument [Line Items] | ||||||||
Total unsecured debt | $ 500,000 | |||||||
Unsecured Revolving Credit Facility [Member] | 2027 Unsecured Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 3,200 | |||||||
Unamortized debt issuance costs | 3,200 | |||||||
Unsecured Revolving Credit Facility [Member] | 2029 Unsecured Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 7,000 | |||||||
Unamortized debt issuance costs | 7,000 | |||||||
Unsecured Revolving Credit Facility [Member] | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total unsecured debt | 219,537 | $ 219,537 | $ 102,000 | |||||
Basis spread on variable rate | [1],[2],[3] | 0.85% | ||||||
2026 Unsecured Term Loan | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total unsecured debt | $ 400,000 | $ 400,000 | $ 400,000 | |||||
2026 Unsecured Term Loan | Unsecured Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 5,000 | |||||||
Modification of Existing Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | 3,400 | $ 4,300 | ||||||
2031 Senior Unsecured Public Notes | Unsecured Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 4,100 | |||||||
Interest Rate Swap | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted Average Fixed Rate | 2.22% | 2.22% | ||||||
[1] At September 30, 2022 and December 31, 2021 , one-month LIBOR was 3.14 % and 0.10 %, respectively. At September 30, 2022 , a balance of $ 146.5 million was subject to the one-month SOFR of 3.04 %. The remaining balance includes $ 100 million CAD borrowings remeasured to $ 73 million USD, which was subject to the one-month Canadian Dollar Offered Rate ("CDOR") of 3.76 %. At December 31, 2021, the applicable interest rate was one-month LIBOR plus 1.00 % |
Unsecured Credit Agreements -_3
Unsecured Credit Agreements - Summary of Debt Issuance Cost Amortization (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Debt issuance costs amortization | $ 948 | $ 962 | $ 2,704 | $ 2,832 |
Mortgages - Summary of Mortgage
Mortgages - Summary of Mortgages (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2021 | |||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 7.50% | 5% | ||
Carrying amount | $ 2,064,533 | $ 1,699,160 | ||
Mortgages, net | 94,753 | 96,846 | ||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Carrying amount | 94,996 | 97,160 | ||
Debt issuance costs, net | $ (243) | (314) | ||
Wilmington Trust National Association, Due February 28 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Origination Date | [1],[2],[3],[4] | 2019-04 | ||
Maturity Date | [1],[2],[3],[4] | 2028-02 | ||
Debt instrument, interest rate | [1],[2],[3],[4] | 4.92% | ||
Carrying amount | [1],[2],[3],[4] | $ 45,834 | 46,760 | |
Wilmington Trust National Association, Due August 25 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Origination Date | [1],[2],[4],[5] | 2018-06 | ||
Maturity Date | [1],[2],[4],[5] | 2025-08 | ||
Debt instrument, interest rate | [1],[2],[4],[5] | 4.36% | ||
Carrying amount | [1],[2],[4],[5] | $ 19,254 | 19,557 | |
PNC Bank | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Origination Date | [1],[2] | 2016-10 | ||
Maturity Date | [1],[2] | 2026-11 | ||
Debt instrument, interest rate | [1],[2] | 3.62% | ||
Carrying amount | [1],[2] | $ 16,782 | 17,094 | |
T2 Durham I, LLC | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Origination Date | [2],[6] | 2021-07 | ||
Maturity Date | [2],[6] | 2024-07 | ||
Interest Rate | [2],[6] | Greater of Prime + 1.25% or 5.00% | ||
Carrying amount | [2],[6] | $ 7,500 | [7] | 7,500 |
T2 Durham I, LLC | Greater of Prime | Secured Debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | [2],[6] | 5% | ||
T2 Durham I, LLC | Greater of Prime | Secured Debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | [2],[6] | 1.25% | ||
Aegon | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Origination Date | [2],[8] | 2012-04 | ||
Maturity Date | [2],[8] | 2023-10 | ||
Debt instrument, interest rate | [2],[8] | 6.38% | ||
Carrying amount | [2],[8] | $ 5,626 | $ 6,249 | |
[1] Debt secured by guaranty of the OP. Debt secured by related rental property and lease rents. Mortgage was assumed in April 2019 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. Non-recourse debt includes the indemnification/guaranty of the Corporation and/or OP pertaining to fraud, environmental claims, insolvency, and other matters. Mortgage was assumed in June 2018 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. Mortgage is subject to interest at a daily floating annual rate equal to the Prime Rate plus 1.25 %, but no less than 5.00 % per annum. At September 30, 2022 and December 31, 2021, the interest rate was 7.50 % and 5.00 %, respectively. Mortgage was paid in full on October 6, 2022 (see Note 19). Mortgage was assumed in April 2012 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. |
Mortgages - Summary of Mortga_2
Mortgages - Summary of Mortgages (Parenthetical) (Details) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 7.50% | 5% |
Prime Rate plus 1.25% | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 5% | |
Prime Rate plus 1.25% | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% |
Mortgages - Additional Informat
Mortgages - Additional Information (Detail) $ in Millions | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Investment in rental property pledged as collateral | $ 158.5 |
Mortgages - Schedule of Estimat
Mortgages - Schedule of Estimated Future Principal Payments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2022 | $ 743 |
2023 | 7,582 |
2024 | 9,760 |
2025 | 20,195 |
2026 | 636,380 |
Thereafter | 1,389,873 |
Long-term Debt | $ 2,064,533 |
Interest Rate Swaps - Summary o
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Detail) $ in Thousands, $ in Millions | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) | |||
Derivative [Line Items] | ||||||
Notional Amount | $ 20 | $ 40 | ||||
Interest Rate Swap | ||||||
Derivative [Line Items] | ||||||
Notional Amount | $ 973,037 | $ 640,000 | ||||
Fair Value | $ 66,602 | (27,171) | ||||
Interest Rate Swap | Wells Fargo Bank One | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2024-10 | |||||
Derivative, Fixed rate | 2.72% | 2.72% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 15,000 | 15,000 | ||||
Fair Value | $ 451 | (702) | ||||
Interest Rate Swap | Capital One, National Association One | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2024-12 | |||||
Derivative, Fixed rate | 1.58% | 1.58% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 15,000 | 15,000 | ||||
Fair Value | $ 834 | (241) | ||||
Interest Rate Swap | Regions Bank | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2032-03 | |||||
Derivative, Fixed rate | 2.69% | 2.69% | ||||
Variable Rate Index | one-month CDOR | |||||
Fair Value | $ 1,028 | |||||
Interest Rate Swap | Bank of Montreal One | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2025-01 | |||||
Derivative, Fixed rate | 1.91% | 1.91% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,256 | (649) | ||||
Interest Rate Swap | Truist Financial Corporation One | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2025-04 | |||||
Derivative, Fixed rate | 2.20% | 2.20% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,184 | (905) | ||||
Interest Rate Swap | Bank of Montreal Two | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2025-07 | |||||
Derivative, Fixed rate | 2.32% | 2.32% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,189 | (1,049) | ||||
Interest Rate Swap | Truist Financial Corporation Two | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2025-07 | |||||
Derivative, Fixed rate | 1.99% | 1.99% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,404 | (767) | ||||
Interest Rate Swap | Truist Financial Corporation Three | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2025-12 | |||||
Derivative, Fixed rate | 2.30% | 2.30% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,346 | (1,125) | ||||
Interest Rate Swap | Bank of Montreal Three | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-01 | |||||
Derivative, Fixed rate | 1.92% | 1.92% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,637 | (760) | ||||
Interest Rate Swap | Bank of Montreal Four | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-01 | |||||
Derivative, Fixed rate | 2.05% | 2.05% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 40,000 | 40,000 | ||||
Fair Value | $ 2,463 | (1,415) | ||||
Interest Rate Swap | Capital One, National Association Two | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-01 | |||||
Derivative, Fixed rate | 2.08% | 2.08% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 35,000 | 35,000 | ||||
Fair Value | $ 2,116 | (1,274) | ||||
Interest Rate Swap | Truist Financial Corporation Five | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-01 | |||||
Derivative, Fixed rate | 1.93% | 1.93% | ||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,631 | (768) | ||||
Interest Rate Swap | Truist Financial Corporation Four | ||||||
Derivative [Line Items] | ||||||
Variable Rate Index | one-month LIBOR | |||||
Interest Rate Swap | Capital One, National Association Three | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-04 | |||||
Derivative, Fixed rate | 2.68% | 2.68% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 15,000 | 15,000 | ||||
Fair Value | $ 662 | (941) | ||||
Interest Rate Swap | Capital One, National Association Four | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-07 | |||||
Derivative, Fixed rate | 1.32% | 1.32% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 35,000 | 35,000 | ||||
Fair Value | $ 3,250 | (205) | ||||
Interest Rate Swap | Bank of Montreal Five | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-12 | |||||
Derivative, Fixed rate | 2.33% | 2.33% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 10,000 | 10,000 | ||||
Fair Value | $ 633 | (538) | ||||
Interest Rate Swap | Bank of Montreal Six | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2026-12 | |||||
Derivative, Fixed rate | 1.99% | 1.99% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,913 | (936) | ||||
Interest Rate Swap | Toronto-Dominion Bank | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2027-03 | |||||
Derivative, Fixed rate | 2.46% | 2.46% | ||||
Variable Rate Index | one-month CDOR | |||||
Notional Amount | $ 14,607 | [1] | ||||
Fair Value | $ 744 | |||||
Interest Rate Swap | Toronto Dominion Bank One Member | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-08 | |||||
Derivative, Fixed rate | 2.58% | 2.58% | ||||
Variable Rate Index | one-month SOFR | |||||
Notional Amount | $ 45,000 | 0 | ||||
Fair Value | $ 2,851 | 0 | ||||
Interest Rate Swap | Wells Fargo Bank Two | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2027-04 | |||||
Derivative, Fixed rate | 2.72% | 2.72% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,233 | (1,887) | ||||
Interest Rate Swap | Bank of Montreal Seven | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2027-12 | |||||
Derivative, Fixed rate | 2.37% | 2.37% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,774 | (1,570) | ||||
Interest Rate Swap | Capital One, National Association Five | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2027-12 | |||||
Derivative, Fixed rate | 2.37% | 2.37% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 1,742 | (1,575) | ||||
Interest Rate Swap | Wells Fargo Bank Three | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2028-01 | |||||
Derivative, Fixed rate | 2.37% | 2.37% | ||||
Notional Amount | $ 75,000 | 75,000 | ||||
Fair Value | $ 5,265 | (4,741) | ||||
Interest Rate Swap | Wells Fargo Bank Four | ||||||
Derivative [Line Items] | ||||||
Variable Rate Index | one-month LIBOR | |||||
Interest Rate Swap | Bank of Montreal Eight | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-05 | |||||
Derivative, Fixed rate | 2.09% | 2.09% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 2,451 | (1,316) | ||||
Interest Rate Swap | Regions Bank One | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-05 | |||||
Derivative, Fixed rate | 2.11% | 2.11% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 2,394 | (1,356) | ||||
Interest Rate Swap | Regions Bank Two | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-06 | |||||
Derivative, Fixed rate | 2.03% | 2.03% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 2,511 | (1,222) | ||||
Interest Rate Swap | U.S. Bank National Association | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-06 | |||||
Derivative, Fixed rate | 2.03% | 2.03% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 2,536 | (1,220) | ||||
Interest Rate Swap | U S Bank National Association One | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-08 | |||||
Derivative, Fixed rate | 2.58% | 2.58% | ||||
Variable Rate Index | one-month SOFR | |||||
Notional Amount | $ 100,000 | 0 | ||||
Fair Value | $ 6,231 | 0 | ||||
Interest Rate Swap | U S Bank National Association Two | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-08 | |||||
Derivative, Fixed rate | 2.65% | 2.65% | ||||
Variable Rate Index | one-month SOFR | |||||
Notional Amount | $ 15,000 | 0 | ||||
Fair Value | $ 880 | 0 | ||||
Interest Rate Swap | Regions Bank Three | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-08 | |||||
Derivative, Fixed rate | 2.58% | 2.58% | ||||
Variable Rate Index | one-month SOFR | |||||
Notional Amount | $ 100,000 | 0 | ||||
Fair Value | $ 6,137 | 0 | ||||
Interest Rate Swap | U S Bank National Association Three | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2029-08 | |||||
Derivative, Fixed rate | 1.35% | 1.35% | ||||
Variable Rate Index | one-month LIBOR | |||||
Notional Amount | $ 25,000 | 25,000 | ||||
Fair Value | $ 3,605 | $ (9) | ||||
Interest Rate Swap | Us Bank National Association Four Member | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2032-03 | |||||
Derivative, Fixed rate | 2.70% | 2.70% | ||||
Variable Rate Index | one-month CDOR | |||||
Fair Value | $ 1,044 | |||||
Interest Rate Swap | Bank of Montreal Nine | ||||||
Derivative [Line Items] | ||||||
Derivative, Maturity date | 2034-03 | |||||
Derivative, Fixed rate | 2.81% | 2.81% | ||||
Variable Rate Index | one-month CDOR | |||||
Fair Value | $ 2,207 | |||||
Interest Rate Swap | CAD | Regions Bank | ||||||
Derivative [Line Items] | ||||||
Notional Amount | [1] | 14,607 | ||||
Interest Rate Swap | CAD | Us Bank National Association Four Member | ||||||
Derivative [Line Items] | ||||||
Notional Amount | [1] | 14,607 | ||||
Interest Rate Swap | CAD | Bank of Montreal Nine | ||||||
Derivative [Line Items] | ||||||
Notional Amount | [1] | $ 29,216 | ||||
[1] The contractual notional amount is $ 20.0 million or $ 40.0 million CAD |
Interest Rate Swaps - Summary_2
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Parenthetical) (Detail) $ in Thousands, $ in Millions | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CAD ($) |
Derivative [Line Items] | ||||
Contractual notional amount | $ 20 | $ 40 | ||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Contractual notional amount | $ 973,037 | $ 640,000 |
Interest Rate Swaps - Total Amo
Interest Rate Swaps - Total Amounts Recognized From Converting Variable Rates to Fixed Rates and Location of Gain (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||
Total Interest Expense Presented in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) | $ 20,095 | $ 15,611 | $ 54,879 | $ 47,149 |
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income (Loss) | $ 40,039 | $ 4,559 | $ 93,772 | $ 30,328 |
Reclassification from Accumulated Other Comprehensive Income (Loss), Location | Interest expense | Interest expense | Interest expense | Interest expense |
Reclassification from Accumulated Other Comprehensive Income (Loss), Amount of Loss | $ 446 | $ 4,085 | $ 7,433 | $ 12,140 |
Total Interest Expense Presented in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) | $ 20,095 | $ 15,611 | $ 54,879 | $ 47,149 |
Interest Rate Swaps - Additiona
Interest Rate Swaps - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Derivative [Line Items] | |
Weighted Average Fixed Rate | 4.10% |
Accumulated losses reclassified to interest expense | $ 17.2 |
Interest Rate Swap | |
Derivative [Line Items] | |
Weighted Average Fixed Rate | 2.22% |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of OP Units Exchanged for Shares of Common Stock (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Value of units exchanged | $ 1,900 | $ 46,200 | ||||
Common Stock | ||||||
Noncontrolling Interest [Line Items] | ||||||
OP Units exchanged for shares of common stock | 118,000 | 1,723,000 | 118,000 | 2,888,000 | ||
Additional Paid-in Capital | ||||||
Noncontrolling Interest [Line Items] | ||||||
Value of units exchanged | $ 1,926 | $ 27,755 | $ 17,859 | $ 606 | $ 1,926 | $ 46,220 |
Non-Controlling Interests - Add
Non-Controlling Interests - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | ||
Number of OP Units Issued During Period | 1,611,358 | 1,859,257 |
Credit Risk Concentrations - Ad
Credit Risk Concentrations - Additional Information (Detail) - Customer | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Number of tenants or common franchises | 0 | 0 | 0 | 0 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 31, 2022 | Jun. 28, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Line Items] | ||||||||||
Issuance of shares of common stock, shares | 11,659,000 | |||||||||
Net proceeds from issuance of common stock | $ 222,829 | $ 253,170 | ||||||||
Follow-on equity offering | ||||||||||
Equity [Line Items] | ||||||||||
Issuance of shares of common stock, shares | 11,500,000 | |||||||||
Offering price | $ 23 | |||||||||
Underwriting discounts and commissions | $ 10,600 | |||||||||
Other equity offering expenses | 400 | |||||||||
Net proceeds from issuance of common stock | $ 253,500 | |||||||||
ATM | ||||||||||
Equity [Line Items] | ||||||||||
Issuance of shares of common stock, shares | 0 | 0 | ||||||||
Common stock with an aggregate sales price | $ 145,400 | 145,400 | ||||||||
Common Stock | ||||||||||
Equity [Line Items] | ||||||||||
Issuance of shares of common stock, shares | 13,000,000 | 975,000 | 3,281,000 | 6,427,000 | 957,000 | 211,000 | ||||
Offering price | $ 21.35 | |||||||||
Net proceeds from issuance of common stock | $ 270,700 | |||||||||
Common Stock | VWAP Earnout [Member] | ||||||||||
Equity [Line Items] | ||||||||||
Issuance of shares of common stock, shares | 943,782 | 1,088,977 | ||||||||
Common Stock | Maximum | ||||||||||
Equity [Line Items] | ||||||||||
Gross Sale Price | $ 400,000 |
Equity - Summary of Common Shar
Equity - Summary of Common Shares under Company's ATM Program (Details) - ATM - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Equity [Line Items] | ||
Number of common shares issued | 962 | 10,471 |
Weighted average sale price per share | $ 21.44 | $ 21.66 |
Net proceeds | $ 20,248 | $ 222,895 |
Gross proceeds | $ 20,626 | $ 226,483 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Restricted Stock Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares of restricted stock | 6,000 | 1,000 | 181,000 | 202,000 | ||||
Weighted average grant date fair value per share, Granted | $ 22.67 | $ 26.02 | $ 21.44 | $ 18.68 | ||||
Unvested shares | 397,000 | 374,000 | 397,000 | 374,000 | 392,000 | 372,000 | 378,000 | 341,000 |
Performance-based Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares of restricted stock | 2,000 | 0 | 124,000 | 132,000 | ||||
Weighted average grant date fair value per share, Granted | $ 27.93 | $ 27.93 | $ 24.40 | |||||
Unvested shares | 233,000 | 110,000 | 233,000 | 110,000 | 231,000 | 110,000 | 110,000 | 0 |
2020 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value per share, Granted | $ 22.67 | $ 26.02 | $ 21.44 | $ 18.68 | ||||
2020 Equity Incentive Plan | Restricted Stock Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares of restricted stock | 6,175 | 178 | 181,088 | 201,273 | ||||
2020 Equity Incentive Plan | Performance-based Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares of restricted stock | 2,141,000 | 124,024 | 132,189 | |||||
Non-vested share awards percentage | 50% | |||||||
Vesting percentage payout schedule can produce | 100% | |||||||
Performance period | 3 years | |||||||
Percentage as rTSR of peer group | 55% | |||||||
2020 Equity Incentive Plan | Performance-based Restricted Stock Units | Minimum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting percentage payout schedule can produce | 0% | |||||||
2020 Equity Incentive Plan | Performance-based Restricted Stock Units | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting percentage payout schedule can produce | 200% | |||||||
2020 Equity Incentive Plan | Tranche One | Restricted Stock Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 1 year | |||||||
2020 Equity Incentive Plan | Tranche Two | Restricted Stock Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
2020 Equity Incentive Plan | Tranche Three | Restricted Stock Awards | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSAs (Detail) - Restricted Stock Awards - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost | [1] | $ 994 | $ 701 | $ 2,481 | $ 3,124 | |
Dividends declared on unvested RSAs | 107 | 95 | 310 | 296 | ||
Grant date fair value of shares vested during the period | 0 | $ 0 | 3,209 | $ 3,296 | ||
Unamortized value of RSAs | $ 5,935 | $ 5,935 | $ 4,715 | |||
Weighted average amortization period (in years) | 2 years 4 months 24 days | 2 years 4 months 24 days | ||||
[1] Includes $ 0.2 million and $ 0.3 million compensation cost recognized from RSAs granted to non-employee directors for the three and nine months ended September 30, 2022, respectively. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSAs (Parenthetical) (Details) - Restricted Stock Awards - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation cost | [1] | $ 994 | $ 701 | $ 2,481 | $ 3,124 |
Non-Employee Directors [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation cost | $ 200 | $ 300 | |||
[1] Includes $ 0.2 million and $ 0.3 million compensation cost recognized from RSAs granted to non-employee directors for the three and nine months ended September 30, 2022, respectively. |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of RSA Activity (Detail) - Restricted Stock Awards - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Unvested at beginning of period | 392 | 378 | 372 | 341 |
Number of Shares, Granted | 6 | 1 | 181 | 202 |
Number of Shares, Vested | 0 | 0 | (146) | (164) |
Number of Shares, Forfeited | (1) | (5) | (10) | (5) |
Number of Shares, Unvested at end of period | 397 | 374 | 397 | 374 |
Weighted Average Grant Date Fair Value per Share, Unvested at beginning of period | $ 20.33 | $ 19.60 | $ 19.62 | $ 20.50 |
Weighted average grant date fair value per share, Granted | 22.67 | 26.02 | 21.44 | 18.68 |
Weighted Average Grant Date Fair Value per Share, Vested | 0 | 0 | 19.80 | 20.15 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 21.66 | 19.72 | 20.10 | 19.72 |
Weighted Average Grant Date Fair Value per Share, Unvested at end of period | $ 20.37 | $ 19.61 | $ 20.37 | $ 19.61 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of PRSUs (Detail) - Performance-based Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation cost | $ 509 | $ 223 | $ 1,332 | $ 520 | |
Unamortized value of PRSUs | $ 4,027 | $ 4,027 | $ 1,931 | ||
Weighted average amortization period (in years) | 2 years 1 month 6 days | 2 years 2 months 12 days |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of PRSU Activity (Detail) - Performance-based Restricted Stock Units - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Unvested at beginning of period | 231 | 110 | 110 | 0 |
Number of Shares, Granted | 2 | 0 | 124 | 132 |
Number of Shares, Vested | 0 | 0 | 0 | 0 |
Number of Shares, Forfeited | 0 | 0 | (1) | (22) |
Number of Shares, Unvested at end of period | 233 | 110 | 233 | 110 |
Weighted Average Grant Date Fair Value per Share, Unvested at beginning of period | $ 26.25 | $ 24.40 | $ 24.40 | $ 0 |
Weighted average grant date fair value per share, Granted | 27.93 | 27.93 | 24.40 | |
Weighted Average Grant Date Fair Value per Share, Vested | 0 | 0 | 0 | 0 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 0 | 0 | 27.93 | 24.40 |
Weighted Average Grant Date Fair Value per Share, Unvested at end of period | $ 26.27 | $ 24.40 | $ 26.27 | $ 24.40 |
Earnings per Share - Summary of
Earnings per Share - Summary of Components used in Calculation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Basic earnings: | |||||
Net earnings attributable to Broadstone Net Lease, Inc. common shareholders | $ 27,109 | $ 28,698 | $ 87,383 | $ 72,135 | |
Less earnings allocated to unvested restricted shares | (108) | (95) | (310) | (296) | |
Net earnings used to compute basic earnings per common share | 27,001 | 28,603 | 87,073 | 71,839 | |
Diluted earnings: | |||||
Net earnings used to compute basic earnings per share | 27,001 | 28,603 | 87,073 | 71,839 | |
Net earnings attributable to non-controlling interests | 1,600 | 1,824 | 5,319 | 5,167 | |
Net earnings used to compute diluted earnings per common share | $ 28,601 | $ 30,427 | $ 92,392 | $ 77,006 | |
Weighted Average Number of Common Shares Outstanding | 172,973 | 159,604 | 169,061 | 150,593 | |
Less weighted average unvested restricted shares | [1] | (395) | (378) | (381) | (366) |
Weighted average number of common shares outstanding used in basic earnings per common share | 172,578 | 159,226 | 168,680 | 150,227 | |
Effect of restricted stock units | [2] | 180 | 219 | 166 | 172 |
Effects of convertible membership units | [3] | 10,213 | 10,142 | 10,286 | 10,874 |
Weighted average number of common shares outstanding used in diluted earnings per common share | 182,971 | 169,587 | 179,132 | 161,273 | |
Basic earnings per share | $ 0.16 | $ 0.18 | $ 0.52 | $ 0.48 | |
Diluted earnings per share | $ 0.16 | $ 0.18 | $ 0.52 | $ 0.48 | |
[1] Represents the weighted average effects of 397,135 and 373,619 unvested restricted shares of common stock as of September 30, 2022 and 2021, respectively, which will be excluded from the computation of earnings per share until they vest. Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 15). Represents the weighted average effects of 10,204,806 and 10,370,417 OP Units outstanding at September 30, 2022 and 2021 , respectively. OP Units are included in the diluted earnings per share calculation. However, because such OP Units would also require that the share of the net income attributable to such OP units also be added back to net income, there is no effect to EPS. |
Earnings per Share - Summary _2
Earnings per Share - Summary of Components used in Calculation of Basic and Diluted Earnings per Share (Parenthetical) (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Unvested restricted shares of common stock | 397,135 | 373,619 |
Weighted average effects of OP Units outstanding | 10,204,806 | 10,370,417 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Line Items] | ||||||
Cash paid for interest | $ 46,200 | $ 38,600 | ||||
Cash paid for income taxes | 900 | 1,100 | ||||
Dividends payable | $ 49,900 | $ 43,900 | $ 49,900 | $ 43,900 | ||
Issuance of shares common stock upon conversion of OP units | 118,400 | 2,887,278 | ||||
Conversion of OP Units to shares of common stock | $ 1,900 | $ 46,200 | ||||
Number Of Operating Units Exchanged | 118,000 | 1,723,000 | 1,127,000 | 38,000 | 118,400 | 2,887,278 |
Additional Paid-in Capital | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Conversion of OP Units to shares of common stock | $ 1,926 | $ 27,755 | $ 17,859 | $ 606 | $ 1,926 | $ 46,220 |
Common Stock | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Issuance of shares common stock upon conversion of OP units | 118,000 | 1,723,000 | 1,127,000 | 38,000 | ||
Non-controlling Interests | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Conversion of OP Units to shares of common stock | $ (1,926) | $ (27,755) | $ (17,859) | $ (606) | ||
OP | Additional Paid-in Capital | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Adjusted carrying value of non-controlling interests | $ 3,300 | $ 31,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Loss Contingencies [Line Items] | |
Potential liability due to taxable sales of applicable properties | $ 22.3 |
Tenant building Expansion | $ 17.4 |
Minimum | Office Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases, expiration year | 2022 |
Minimum | Ground Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases term | 2034 |
Maximum | Office Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases, expiration year | 2023 |
Maximum | Ground Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases term | 2069 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||||
Oct. 27, 2022 | Oct. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 06, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||
Borrowings on unsecured revolving credit facility | $ 641,283 | $ 216,600 | ||||
Mortgages, net | 94,753 | $ 96,846 | ||||
Fund for building expansion | 33,000 | |||||
Minimum | Unsecured Revolving Credit Facility | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings on unsecured revolving credit facility | $ 259,000 | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Distribution paid | $ 49,500 | |||||
Quarterly distribution per share | $ 0.275 | |||||
Quarterly distribution declared date | Oct. 27, 2022 | |||||
Quarterly distribution payable date | Jan. 13, 2023 | |||||
Quarterly distribution date of record | Dec. 30, 2022 | |||||
Acquisitions of rental property and associated intangible assets and liabilities | $ 283,100 | |||||
Mortgages, net | $ 7,500 |