Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 17, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BROADSTONE NET LEASE, INC. | ||
Entity Central Index Key | 0001424182 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 3.7 | ||
Title of 12(b) Security | Common Stock, $0.00025 par value | ||
Trading Symbol | BNL | ||
Security Exchange Name | NYSE | ||
Entity Common Stock, Shares Outstanding | 163,445,094 | ||
Entity File Number | 001-39529 | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 26-1516177 | ||
Entity Address, Address Line One | 800 Clinton Square | ||
Entity Address, City or Town | Rochester | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 14604 | ||
City Area Code | 585 | ||
Local Phone Number | 287-6500 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference [Text Block] | Documents Incorporated by Reference Part III, Items 10, 11, 12, 13, and 14 of this annual report incorporate by reference certain specific portions of Broadstone Net Lease, Inc.’s definitive proxy statement for its 2022 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant’s fiscal year. Only those portions of the proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K. | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Total accounted for using the operating method | $ 4,205,191 | $ 3,704,488 |
Less accumulated depreciation | (430,141) | (349,977) |
Accounted for using the operating method, net | 3,775,050 | 3,354,511 |
Accounted for using the direct financing method | 28,782 | 29,066 |
Accounted for using the sales-type method | 571 | 567 |
Investment in rental property, net | 3,804,403 | 3,384,144 |
Cash and cash equivalents | 21,669 | 100,486 |
Accrued rental income | 116,874 | 102,117 |
Tenant and other receivables, net | 1,310 | 1,604 |
Prepaid expenses and other assets | 17,275 | 22,277 |
Goodwill | 339,769 | 339,769 |
Intangible lease assets, net | 303,642 | 290,913 |
Debt issuance costs—unsecured revolving credit facility, net | 4,065 | 6,435 |
Leasing fees, net | 9,641 | 10,738 |
Total assets | 4,618,648 | 4,258,483 |
Liabilities and equity | ||
Unsecured revolving credit facility | 102,000 | |
Mortgages, net | 96,846 | 107,382 |
Unsecured term loans, net | 646,671 | 961,330 |
Senior unsecured notes, net | 843,801 | 472,466 |
Interest rate swap, liabilities | 27,171 | 72,103 |
Earnout liability | 0 | 7,509 |
Accounts payable and other liabilities | 38,038 | 35,684 |
Dividends payable | 45,914 | 39,252 |
Accrued interest payable | 6,473 | 4,023 |
Intangible lease liabilities, net | 70,596 | 79,653 |
Total liabilities | 1,877,510 | 1,779,402 |
Commitments and contingencies (See Note 19) | ||
Broadstone Net Lease, Inc. stockholders' equity: | ||
Preferred stock, $0.001 par value; 20,000 shares authorized, no shares issued or outstanding | ||
Common stock, value | 41 | 27 |
Additional paid-in capital | 2,924,168 | 2,624,997 |
Cumulative distributions in excess of retained earnings | (318,476) | (259,673) |
Accumulated other comprehensive loss | (28,441) | (66,255) |
Total Broadstone Net Lease, Inc. stockholders' equity | 2,577,292 | 2,299,105 |
Non-controlling interests | 163,846 | 179,976 |
Total equity | 2,741,138 | 2,479,081 |
Total liabilities and equity | 4,618,648 | 4,258,483 |
Land | ||
Assets | ||
Total accounted for using the operating method | 655,374 | 555,748 |
Land Improvements | ||
Assets | ||
Total accounted for using the operating method | 295,329 | 279,360 |
Buildings and Improvements | ||
Assets | ||
Total accounted for using the operating method | 3,242,618 | 2,857,510 |
Equipment | ||
Assets | ||
Total accounted for using the operating method | 11,870 | 11,870 |
Class A Common Stock | ||
Broadstone Net Lease, Inc. stockholders' equity: | ||
Common stock, value | $ 9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 440,000,000 |
Common stock, shares issued | 162,383,000 | 108,609,000 |
Common stock, shares outstanding | 162,383,000 | 108,609,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.00025 | $ 0.00025 |
Common stock, shares authorized | 0 | 60,000,000 |
Common stock, shares issued | 0 | 37,000,000 |
Common stock, shares outstanding | 0 | 37,000,000 |
Consolidated Statements of Inco
Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Lease revenues, net | $ 382,876 | $ 321,637 | $ 298,815 |
Operating expenses | |||
Depreciation and amortization | 132,096 | 132,685 | 108,818 |
Property and operating expense | 18,459 | 17,478 | 15,990 |
General and administrative | 36,366 | 27,988 | 5,456 |
Provision for impairment of investment in rental properties | 28,208 | 19,077 | 3,452 |
Total operating expenses | 215,129 | 200,964 | 163,835 |
Other income (expenses) | |||
Interest income | 17 | 24 | 9 |
Interest expense | (64,146) | (76,138) | (72,534) |
Cost of debt extinguishment | (368) | (417) | (1,176) |
Gain on sale of real estate | 13,523 | 14,985 | 29,914 |
Income taxes | (1,644) | (939) | (2,415) |
Internalization expenses | (3,705) | (3,658) | |
Change in fair value of earnout liability | (5,539) | 1,800 | |
Other expenses | (62) | (7) | (6) |
Net income | 109,528 | 56,276 | 85,114 |
Net income attributable to non-controlling interests | (7,102) | (5,095) | (5,720) |
Net income attributable to Broadstone Net Lease, Inc. | $ 102,426 | $ 51,181 | $ 79,394 |
Weighted average number of common shares outstanding | |||
Basic | 153,057 | 117,150 | 95,917 |
Diluted | 163,970 | 128,799 | 102,865 |
Net earnings per share attributable to common stockholders | |||
Basic and diluted | $ 0.67 | $ 0.44 | $ 0.83 |
Comprehensive income | |||
Net income | $ 109,528 | $ 56,276 | $ 85,114 |
Other comprehensive income | |||
Change in fair value of interest rate swaps | 39,353 | (50,544) | (37,372) |
Realized loss (gain) on interest rate swaps | 698 | (166) | (205) |
Comprehensive income | 149,579 | 5,566 | 47,537 |
Comprehensive income attributable to non-controlling interests | (9,831) | (554) | (3,036) |
Comprehensive income attributable to Broadstone Net Lease, Inc. | 139,748 | 5,012 | 44,501 |
Asset Management Fees | |||
Operating expenses | |||
Operating expenses | 2,461 | 21,863 | |
Property Management Fees | |||
Operating expenses | |||
Operating expenses | $ 1,275 | $ 8,256 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Total | Total Shareholders Equity | Mezzanine Equity Common Stock | Mezzanine Equity Non-controlling Interests | Common Stock | Common StockClass A Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalNon Related Party | Cumulative Distributions in Excess of Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Non-controlling Interests |
Beginning Balance at Dec. 31, 2018 | $ 1,528,920 | $ 22 | $ 1,557,421 | $ (155,150) | $ 14,806 | $ 111,821 | |||||
Net income | 85,114 | 79,394 | 5,720 | ||||||||
Issuance of shares of common stock | 395,091 | 5 | 395,086 | ||||||||
Other offering costs | (1,649) | (1,649) | |||||||||
Distributions declared | (136,280) | (127,014) | (9,266) | ||||||||
Change in fair value of interest rate swap agreements | (37,372) | (34,701) | (2,671) | ||||||||
Realized gain on interest rate swap agreements | (205) | (191) | (14) | ||||||||
Conversion of OP Units to shares of common stock | 0 | ||||||||||
Redemption of shares of common stock, value | (34,599) | (1) | (32,005) | (2,593) | |||||||
Redemption of shares of common stock of a related party | (20,000) | (17,102) | (2,898) | ||||||||
Adjustment of non-controlling interests | (5,816) | 5,816 | |||||||||
Ending Balance at Dec. 31, 2019 | 1,779,020 | 26 | 1,895,935 | (208,261) | (20,086) | 111,406 | |||||
Cumulative effect of accounting change (see Note 2) | (323) | (323) | |||||||||
Net income | 56,276 | 51,181 | 3,647 | ||||||||
Issuance of shares of common stock | 6,795 | 6,795 | |||||||||
Stock-based compensation | 1,989 | 1,989 | |||||||||
Issuance of shares of Class A common stock | 629,000 | $ 9 | 628,991 | ||||||||
Issuance of mezzanine equity non-controlling interests | 112,159 | $ 112,159 | |||||||||
Offering costs, discounts, and commissions | (40,750) | (40,750) | |||||||||
Adjustments to carrying value of mezzanine equity non-controlling interests | (2,513) | (2,513) | |||||||||
Reclassification of portion of earnout liability | 30,810 | 11,380 | 19,430 | ||||||||
Repurchase of fractional shares of common stock | (35) | (35) | |||||||||
Repurchase of OP Units | (91) | (91) | |||||||||
Distributions declared | (109,693) | (102,270) | (7,423) | ||||||||
Change in fair value of interest rate swap agreements | (50,544) | $ (48,868) | (46,018) | (2,850) | |||||||
Realized gain on interest rate swap agreements | (162) | (151) | (11) | ||||||||
Reclassification of shares of mezzanine equity common stock to shares of common stock | 66,376 | 1 | 66,375 | ||||||||
Reclassification of mezzanine equity non-controlling interests to non-controlling interests | 112,698 | 112,698 | |||||||||
Conversion of OP Units to shares of common stock | 15,600 | 15,631 | (15,631) | ||||||||
Net income | 54,828 | 0 | |||||||||
Net income | 1,448 | 1,448 | |||||||||
Issuance shares of mezzanine equity common stock | 66,376 | $ 66,376 | |||||||||
Adjustments to carrying value of mezzanine equity non-controlling interests | 2,513 | 2,513 | |||||||||
Distributions declared | (1,742) | (1,742) | |||||||||
Change in fair value of interest rate swap agreements | (1,676) | (1,676) | |||||||||
Realized gain (loss) on interest rate swap agreements | (4) | (4) | |||||||||
Reclassification of shares of mezzanine equity common stock to shares of common stock | (66,376) | $ (66,376) | |||||||||
Reclassification of mezzanine equity non-controlling interests to non-controlling interests | (112,698) | $ (112,698) | |||||||||
Adjustment of non-controlling interests | 41,199 | (41,199) | |||||||||
Ending Balance at Dec. 31, 2020 | 2,479,081 | 27 | 9 | 2,624,997 | (259,673) | (66,255) | 179,976 | ||||
Net income | 109,528 | 102,426 | 7,102 | ||||||||
Issuance of shares of common stock | 293,732 | 4 | 293,728 | ||||||||
Stock-based compensation | 4,701 | 4,701 | |||||||||
Offering costs, discounts, and commissions | (12,290) | (12,290) | |||||||||
Stock Repurchased and Retired During Period, Value | (1,215) | (1,215) | |||||||||
Forfeiture of seven shares of common stock | (33) | (33) | |||||||||
Conversion of Class A common stock to shares of common stock | 9 | $ (9) | |||||||||
Conversion of OP Units to shares of common stock with a related party | 1 | 32,761 | (32,762) | ||||||||
Distributions declared | (172,417) | (161,229) | (11,188) | ||||||||
Change in fair value of interest rate swap agreements | 39,353 | 36,664 | 2,689 | ||||||||
Conversion of OP Units to shares of common stock | 47,000 | 46,968 | $ 14,206 | (14,206) | |||||||
Realized gain (loss) on interest rate swap agreements | 698 | 658 | 40 | ||||||||
Adjustment of non-controlling interests | (32,687) | 492 | 32,195 | ||||||||
Ending Balance at Dec. 31, 2021 | $ 2,741,138 | $ 41 | $ 2,924,168 | $ (318,476) | $ (28,441) | $ 163,846 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity and Mezzanine Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Issuance of shares of common stock, shares | 1,088,977 | ||
Issuance of mezzanine equity non-controlling interests, shares | 5,278,000 | ||
Redemption of shares of common stock, shares | 0 | 2,610,000 | |
Issuance of shares common stock upon conversion of OP units | 2,934,489 | 822,745 | |
Reclassification of mezzanine equity non-controlling interests to non-controlling interests shares | 5,278,000 | ||
Number of OP units exchanged | 2,049,000 | 822,000 | |
Number of Common Stock Issued for Retirement | 64,000 | ||
Common Stock | |||
Issuance of shares of common stock, shares | 13,910 | 659 | 18,560 |
Issuance of shares of mezzanine equity common stock, shares | 3,124,000 | ||
Redemption of shares of common stock, shares | 1,668,000 | ||
Redemption of shares of common stock with a related party, shares | 941,000 | ||
Issuance of shares common stock upon conversion of OP units | 2,049,000 | 822,000 | |
Reclassification of mezzanine equity common stock to common stock | 3,124,000 | ||
Distribution declared per share | $ 1.025 | $ 0.825 | $ 1.318 |
Conversion of Class A Common Stock to Common stock | 37,000,000 | ||
Conversion of OP Units to Common Stock | 886,000 | ||
Class A Common Stock | |||
Issuance of shares of common stock, shares | 37,000 | ||
Conversion of Class A Common Stock to Common stock | 37,000,000 | ||
OP units [Member] | |||
Partners' Capital Account, Units, Sale of Units | 1,859,000 | ||
Conversion of OP Units to Common Stock | 886,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net income | $ 109,528 | $ 56,276 | $ 85,114 |
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | |||
Depreciation and amortization including intangibles associated with investment in rental property | 128,888 | 131,568 | 105,408 |
Provision for impairment of investment in rental properties | 28,208 | 19,077 | 3,452 |
Amortization of debt issuance costs and original issuance discounts charged to interest expense | 3,721 | 3,303 | 2,542 |
Stock-based compensation expense | 4,669 | 1,989 | |
Straight-line rent, direct financing and sales-type lease adjustments | (18,362) | (19,817) | (21,943) |
Cost of debt extinguishment | 368 | 417 | 1,176 |
Gain on sale of real estate | (13,523) | (14,985) | (29,914) |
Change in fair value of earnout liability | 5,539 | (1,800) | |
Cash paid for earnout liability | (6,440) | ||
Settlement of interest rate swaps | (5,580) | ||
Leasing fees paid | (319) | (1,002) | |
Adjustment to provision for credit losses | (38) | (148) | |
Other non-cash items | 1,811 | 605 | 466 |
Changes in assets and liabilities, net of acquisition: | |||
Tenant and other receivables | 776 | (670) | 92 |
Prepaid expenses and other assets | 350 | (3,868) | (136) |
Accounts payable and other liabilities | 2,891 | 6,652 | 8,286 |
Accrued interest payable | 2,450 | 429 | (6,183) |
Net cash provided by operating activities | 244,937 | 179,028 | 147,358 |
Investing activities | |||
Acquisition of rental property accounted for using the operating method, net of mortgages assumed of $0, $0 and $49,782 in 2021, 2020 and 2019, respectively | (665,030) | (94,808) | (997,015) |
Acquisition of rental property accounted for using the sales-type method | (574) | ||
Cash paid for Internalization | (30,861) | ||
Capital expenditures and improvements | (1,598) | (10,806) | (5,051) |
Proceeds from disposition of rental property, net | 83,812 | 77,513 | 168,759 |
Change in deposits on investments in rental property | 512 | (700) | 1,600 |
Net cash used in investing activities | (582,304) | (60,236) | (831,707) |
Financing activities | |||
Proceeds from issuance of common stock and Class A common stock, net of $12,270, $40,674 and $0 of offering costs, discounts, and commissions in 2021, 2020 and 2019, respectively | 280,356 | 588,457 | 329,750 |
Redemptions of common stock | (34,599) | ||
Redemptions of common stock with a related party | (20,000) | ||
Repurchase of fractional shares of common stock and OP Units | (126) | ||
Borrowings on mortgages, senior unsecured notes and unsecured term loans, net of mortgages assumed of $0, $0 and $49,782 in 2021, 2020 and 2019, respectively | 381,810 | 60,000 | 750,000 |
Principal payments on mortgages and unsecured term loans | (332,874) | (394,666) | (316,940) |
Borrowings on unsecured revolving credit facility | 356,600 | 192,000 | 434,100 |
Repayments on unsecured revolving credit facility | (254,600) | (389,300) | (377,900) |
Cash distributions paid to stockholders | (154,459) | (71,532) | (61,961) |
Cash distributions paid to non-controlling interests | (11,302) | (7,079) | (9,248) |
Cash paid for earnout liability | (6,608) | ||
Debt issuance and extinguishment costs paid | (4,515) | (6,129) | (7,531) |
Net cash provided by (used in) financing activities | 254,408 | (28,375) | 685,671 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (82,959) | 90,417 | 1,322 |
Cash and cash equivalents and restricted cash at beginning of period | 110,728 | 20,311 | 18,989 |
Cash and cash equivalents and restricted cash at end of period | 27,769 | 110,728 | 20,311 |
Reconciliation of cash and cash equivalents and restricted cash | |||
Cash and cash equivalents at beginning of period | 100,486 | 12,455 | 18,612 |
Restricted cash at beginning of period | 10,242 | 7,856 | 377 |
Cash and cash equivalents at end of period | 21,669 | 100,486 | 12,455 |
Restricted cash at end of period | $ 6,100 | $ 10,242 | $ 7,856 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Mortgages assumed | $ 0 | $ 0 | $ 49,782 |
Offering costs,discounts, and commissions | 12,270 | 40,674 | 0 |
Rental Property Acquisition | |||
Mortgages assumed | $ 0 | $ 0 | $ 49,782 |
Business Description
Business Description | 12 Months Ended |
Dec. 31, 2021 | |
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 726 725 42 one 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 remaining membership units in the OP (“OP Units”), which are referred to as non-controlling Prior to February 7, 2020, the Corporation 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”). The Asset Manager was a wholly owned subsidiary of BRE and all of the Corporation’s officers were employees of BRE. Accordingly, both BRE and the Asset Manager were related parties of the Company. Refer to Note 3 for further discussion concerning related parties and related party transactions. On February 7, 2020, the Corporation, the OP, BRE, and certain of their respective subsidiaries and affiliates, completed through a series of mergers (the “Mergers”) the internalization of the external management functions previously performed for the Corporation and the OP by BRE and the Asset Manager (such transactions, collectively, the “Internalization”). Upon consummation of the Internalization, the Company’s management team and corporate staff, who were previously employed by BRE, became employees of an indirect subsidiary of the OP and the Company became internally managed. Upon Internalization, the prior Property Management Agreement and Asset Management Agreement were terminated. The Internalization was not considered a “Termination Event” under the terms of either agreement and therefore no On September 18, 2020, the Corporation effected a four-for-one 26,943,587 0.001 four-for-one No On September 21, 2020, the Corporation completed its initial public offering (“IPO”) and issued an aggregate of 37,000,000 0.00025 17.00 S-11 No. 333-240381), Stock Exchange (“NYSE”) under the symbol “BNL.” 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 NYSE under the symbol “BNL.” See Note 14. The following table summarizes the outstanding equity and economic ownership interest of the Corporation and the OP: December 31, 2021 December 31, 2020 December 31, 2019 (in thousands) Shares of OP Total Shares of OP Total Shares of OP Total Ownership interest 162,383 10,323 172,706 145,609 11,399 157,008 104,006 6,948 110,954 Percent Ownership of OP 94.0 % 6.0 % 100.0 % 92.7 % 7.3 % 100.0 % 93.7 % 6.3 % 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 | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The 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 kick-out The portion of the OP not owned by the Corporation is presented as non-controlling Basis of Accounting The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Use of Estimates The preparation of 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 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 provisions for uncollectible rent and credit losses, 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. Investment in Rental Property Rental property accounted for under operating leases is recorded at cost. Rental property accounted for under direct financing leases and sales-type leases are recorded at its net investment, which generally represents the cost of the property at the inception of the lease. The Company accounts for its acquisitions of real estate as asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations The Company allocates the purchase price of investments in rental property accounted for as asset acquisitions based on the relative fair value of the assets acquired and liabilities assumed. These generally include tangible assets, consisting of land and land improvements, buildings and other improvements, and equipment, and identifiable intangible assets and liabilities, including the value of in-place Estimated fair value determinations are based on management’s judgment, which considers various factors including real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals. The estimated fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The as-if-vacant lease-up The estimated fair value of acquired in-place in-place non-cancellable Acquired above-market and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the differences between the contractual amounts to be paid pursuant to the in-place in-place Should a tenant terminate its lease, the unamortized portion of the in-place Management estimates the fair value of assumed mortgages payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgages are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the notes’ outstanding principal balance is amortized to interest expense over the remaining term of the debt. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and leasing and development costs incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and leasing and development costs are amortized over lives which are consistent with the related assets. There were no capitalized interest or real estate taxes during the years ended December 31, 2021, 2020, and 2019. 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 December 31, 2021, 2020, and 2019, 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 Year Ended (in thousands, except number of properties) 2021 2020 2019 Number of properties 7 7 4 Impairment charge $ 28,208 $ 19,077 $ 3,452 During the year ended December 31, 2021, an office tenant of the Company executed an early lease termination at 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 Company recognized the termination fee income, net of $1.5 million write-off Lease Termination Fee Income result of the early lease termination, the Company accelerated the amortization of the remaining lease intangibles, recognizing $0.3 million in Lease revenues, net and $4.0 million in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income. The Company sold the underlying vacant properties for an aggregate sales price of $16.0 million, and incurred sales expenses of $0.7 million. The properties’ carrying value, net of the fully amortized lease intangibles, was $41.1 million, resulting in a $25.7 million loss on sale of the properties. As the lease termination income was recognized separate from the sale of the underlying properties, the $35.0 million cash receipt was not able to be factored into the properties’ future undiscounted cash flows, and the properties were immediately deemed impaired. As such, the Company recognized the loss as an impairment charge in the Consolidated Statements of Income and Comprehensive Income. The following summarizes the impact of the above transactions, together with the corresponding financial statement line item: (in thousands) Lease revenues, net Lease termination fee $ 35,000 Write-off (1,496 ) Accelerated amortization of above-market and below-market lease intangibles 289 33,793 Depreciation and amortization Accelerated amortization of in-place (4,046 ) Provision for impairment of investment in rental properties Loss on sale (25,746 ) Total impact to net income $ 4,001 The remaining impairments recognized during the year ended December 31, 2021 were immaterial. During the year ended December 31, 2020, impairment indicators primarily included changes in the Company’s long-term hold strategy with respect to the individual properties, which was due in part to unfavorable market trends resulting from the COVID-19 re-lease Lease Termination Fee Income The Company recognizes lease termination fee income as other income from real estate transactions, a component of Lease revenues, net, when all conditions of the termination agreement have been met, and collection of the lease termination fee is probable. If the tenant immediately vacates the property upon satisfying the conditions of the termination agreement, the Company recognizes the lease termination fee income net of accrued rental income associated with the lease immediately, as other income from real estate transactions, a component of Lease revenues, net, in the Consolidated Statement of Income and Comprehensive Income. Investments in Rental Property Held for Sale The Company classifies investments in rental property as held for sale when all of the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of investment properties, (iii) an active program to locate a buyer and conduct other actions required to complete the sale has been initiated, (iv) the sale of the property is probable in occurrence and is expected to qualify as a completed sale, (v) the property is actively marketed for sale at a sale price that is reasonable in relation to its fair value, and (vi) actions required to complete the sale indicate that it is unlikely that any significant changes will be made or that the plan to sell will be withdrawn. For properties classified as held for sale, the Company suspends depreciation and amortization of the related assets, including the acquired in-place Sales of Real Estate Under ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets non-customers, non-financial non-financial non-financial If the Company determines that it did not transfer control of the non-financial The Company presents discontinued operations if disposals of properties represent a strategic shift in operations. Those strategic shifts would need to have a major effect on the Company’s operations and financial results in order to meet the definition. For the years ended December 31, 2021, 2020, and 2019, the Company did not have property dispositions that qualified as discontinued operations. Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which are as follows: Land improvements 15 years Buildings and improvements 15 Equipment 7 years Leasing Fees Leasing fees represent costs incurred to lease properties to tenants and are capitalized as they are incremental costs of a lease that would not have been incurred if the lease had not been obtained. Leasing fees are amortized using the straight-line method over the term of the lease to which they relate, which range from 4 to 25 years. Cash Equivalents Cash equivalents consist of highly liquid investments with an original maturity at date of acquisition of three months or less, including money market funds. The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments. Restricted Cash Restricted cash 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 Consolidated Balance Sheets. Restricted cash consisted of the following: December 31, (in thousands) 2021 2020 Escrow funds and other $ 6,100 $ 7,852 Undistributed 1031 proceeds — 2,390 $ 6,100 $ 10,242 Revenue Recognition The Company accounts for leases in accordance with ASC 842, Leases Certain of the Company’s leases require tenants to pay rent based upon a percentage of the property’s net sales (“percentage rent”) or contain rent escalators indexed to future changes in the Consumer Price Index (“CPI”). Lease income associated with such provisions, absent the existence of a floor, are considered variable lease income and are not included in the initial measurement of the lease receivable, or in the calculation of straight-line rent revenue. Such amounts are recognized as income when the amounts are determinable. A lease is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee at the end of the lease term, (ii) the lessee has a purchase option that is reasonably expected to be exercised, (iii) the lease term is for a major part of the economic life of the leased property, (iv) the present value of the future lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the leased property, and (v) the leased property is of such a specialized nature that it is expected to have no future alternative use to the Company at the end of the lease term. Prospectively, upon adoption of ASC 842 on January 1, 2019, if one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case it would be classified as a direct financing lease under certain circumstances. Prior to the adoption of ASC 842, a lease that was not an operating lease would be accounted for as a direct financing lease. The Company accounts for the right to use land as a separate lease component, unless the accounting effect of doing so would be insignificant. Determination of significance requires management judgment. In determining whether the accounting effect of separately reporting the land component from other components for its real estate leases is significant, the Company assesses: (i) whether separating the land component impacts the classification of any lease component, (ii) the value of the land component in the context of the overall contract, and (iii) whether the right to use the land is coterminous with the rights to use the other assets. Revenue recognition methods for operating leases, direct financing leases, and sales-type leases are described below: Rental property accounted for under operating leases non-cancelable rental income earned and the cash rent due under the provisions of the lease is recorded as Accrued rental income on the Consolidated Balance Sheets. If the Company determines that collectability of the lease payments is not probable, the Company records an adjustment to Lease revenues, net to reduce cumulative income recognized since lease commencement to the amount of cash collected from the lessee. Future revenue recognition is limited to amounts paid by the lessee. Rental property accounted for under direct financing leases Rental property accounted for under sales-type leases Certain of the Company’s lease contracts contain nonlease components ( e.g. i.e. In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) that focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 COVID-19 COVID-19 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 Consolidated Balance Sheets. Rent received in advance consisted of the following: December 31, (in thousands) 2021 2020 Rent received in advance $15,162 $13,651 Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and it assigned to one or more reporting units. The Company evaluates goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. The Company’s annual testing date is November 30. The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not likely-than-not When the Company performs a quantitative test of goodwill for impairment, it compares the carrying value of its reporting unit with its fair value. If the fair value of the reporting unit exceeds its carrying amount, the Company does not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment equals the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company determined that it has one reporting unit, consistent with its segment reporting analysis, which includes the acquisition, leasing, and ownership of net leased properties (i.e., the consolidated entity). When necessary to perform the quantitative test for goodwill impairment, the Company’s estimate of fair value is determined using a market approach, leveraging assumptions such as the fair value of our equity, and consideration of a control premium, if necessary, which includes an analysis of similar market transactions. While the Company believes the assumptions used to estimate the fair value of its reporting unit are reasonable, changes in these assumptions may have a material impact on the Company’s financial results. Based on the results of its annual goodwill impairment test on November 30, 2021 and 2020, the Company concluded that goodwill was not impaired. Provision for Uncollectible Rent In accordance with ASC 842, Leases The following table summarizes the changes in the provision for uncollectible rent: For the Year Ended December 31, (in thousands) 2021 2020 2019 Beginning balance $ 201 $ — $ 2,086 Provision for uncollectible rent, net (101 ) 2,073 441 Write-offs — (1,872 ) (2,527 ) Ending balance $ 100 $ 201 $ — Tenant and Capital Reserves The terms of certain of the Company’s operating leases require the establishment of tenant and capital reserves. Under the tenant reserve requirements, tenant-funded amounts are deposited into an escrow account, to be used to fund certain costs to maintain the rental properties. Under the capital reserve lease requirements, the tenants are required to pay additional amounts into an escrow account to fund capital improvements, replacements, and repairs made to the properties. The Company has no obligation to fund capital improvements beyond these reserve balances. The balances of the tenant and capital reserves are included in Accounts payable and other liabilities on the Consolidated Balance Sheets and are as follows: December 31, (in thousands) 2021 2020 Tenant reserve $ 1,217 $ 1,070 Capital reserve 1,020 1,001 $ 2,237 $ 2,071 The corresponding cash balances are recorded in Prepaid expenses and other assets on the Consolidated Balance Sheets. Debt Issuance Costs In accordance with ASC 835, Interest, Debt issuance costs incurred in connection with the Company’s unsecured revolving credit facility, mortgages, unsecured term loans and senior unsecured notes have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. Offering Costs In connection with equity offerings, the Company incurs and capitalizes certain direct, incremental legal, professional, accounting and other third-party costs. Such costs are offset against the gross proceeds of each equity offering, and recorded as a component of Additional paid-in Earnout Liability The Company’s earnout liability was payable in four tranches, in a combination of cash, common shares, and OP Units, in the same proportion as the initial consideration paid in the Internalization (see Note 4). The common shares and OP Units payable under the arrangement were originally subject to a redemption rights agreement, whereby holders of the common shares and OP Units had the right to require the Company to repurchase any or all of the common shares or OP Units if an IPO had not occurred on or before December 31, 2020 (see discussion of the redemption rights agreement in Note 4). The common shares and OP Units were deemed to be freestanding financial instruments that, at inception, embodied an obligation to repurchase the Company’s common shares and OP Units, and therefore were initially classified as liabilities together with the cash portion of the earnout, and recorded in Earnout liability on the Consolidated Balance Sheets as part of the purchase price allocation. The fair value of the earnout liability was remeasured each reporting period, with changes recorded as Change in fair value of earnout liability in the Consolidated Statements of Income and Comprehensive Income. Upon completion of the IPO in September 2020, the redemption rights with respect to the common shares and OP Units terminated, and the $18.4 million fair value of the 725,988 shares of common stock and 1,239,506 OP Units associated with the third and fourth earnout tranches as of the date of the IPO, was reclassified to equity as a component of Additional paid-in Non-controlling paid-in Non-controlling Mezzanine Equity The Company issued common shares and OP Units as base consideration for the Internalization, each of which were subject to a redemption rights agreement, where the common shares (“mezzanine equity common stock”) and OP Units (“mezzanine equity non-controlling non-controlling The Company subsequently recorded mezzanine equity common stock at redemption value each reporting period, with changes in carrying value recorded as a component of Additional paid-in The Company subsequently recorded mezzanine equity non-controlling non-controlling non-controlling paid-in The rights under the redemption rights agreement terminated effective with the IPO and the applicable common shares and OP Units were reclassified to permanent equity in 2020 (see discussion of redemption rights agreement in Note 4). Derivative Instruments The Company uses interest rate swap agreements to manage risks related to interest rate movements. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting and Hedging Activities, 2017-12, When an existing cash flow hedge is terminated, the Company determines the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive loss based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings. If the Company determines that the hedged forecasted transaction is probable of occurring during the original period, the accumulated gain or loss is reclassified into earnings over the remaining life of the cash flow hedge using a straight-line method. If the Company determines that the hedged forecasted transaction is not probable of occurring during the original period, the entire amount of accumulated gain or loss is reclassified into earnings at such time. The Company documents its risk management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. The Company’s interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate. Property Loss and Insurance Recoveries Property losses, whether full or partial, are accounted for using a combination of impairment, insurance, and revenue recognition guidance prescribed by GAAP. Upon incurring a loss event, the Company evaluates for asset impairment under ASC 350, Intangibles—Goodwill and Other, Property, Plant, and Equipment. Under the terms of the lease agreements with tenants, in the case of full or partial loss to a property, the tenant has an obligation to restore/rebuild the premises as nearly as possible to its value, condition and character immediately prior to such event. To mitigate the risk of loss, the Company requires tenants to maintain general liability insurance policies on the replacement value of the properties. Based on these considerations, the Company follows the guidance in ASC 610-30, Other Income —Gains and Losses on Involuntary Conversions, i.e. i.e. 610-30, 450-30, Gain Contingencies. non-refundable Non-controlling Non-controlling The Company adjusts the carrying value of non-controlling paid-in Non-controlling Segment Reporting The Company currently operates in a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. The Company’s chief operating decision maker assesses, measures, and reviews the operating and financial results at the consolidated level for the entire portfolio, and therefore, each property or property type is not considered an individual operating segment. The Company does not evaluate the results of operations based on geography, size, or property type. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, The standard describes three levels of inputs that may be used to measure fair value: Level 1 available-for-sale Level 2 Level 3 The Company has estimated that the carrying amount reported on the Consolidated Balance Sheets for Cash and cash equivalents, Prepaid expenses and other assets, Tenant and other receivables, net, Accrued interest payable, and Accounts payable and other liabilities, and Dividends payable approximates their fair values due to their short-term nature. Recurring Fair Value Measurements Interest Rate Swap Assets and Liabilities— Interest rate swaps are derivative instruments that have no quoted readily available Level 1 inputs, and therefore are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using an income approach. Specifically, the fair value of the interest rate swaps is determined using a discounted cash flow analysis on the expected future cash flows of each instrument. This analysis utilizes observable market data including yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the interest rate swaps are then discounted using calculated discount factors developed based on the overnight indexed swap (“OIS”) curve and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. At December 31, 2021 and 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its interest rate swap valuations in their entirety are appropriately classified within Level 2 of the fair value hierarchy. Earnout Liability 40-day The Company utilized third-party valuation experts to assist in estimating the fair value of the earnout liability, and developed estimates by considering weighted-average probabilities of likely outcomes, and using a Monte Carlo simulation and discounted cash flow analysis. These estimates required the Company to make various assumptions about share price volatility and, prior to the IPO, about the timing of an IPO and net asset prices, each of which are unobservable and considered Level 3 inputs in the fair value hierarchy. A change in these inputs to a different amount could have resulted in a significantly higher or lower fair value measurement at the reporting date. Specifically, advancements in the estimated IPO date assumption increased the earnout liability’s fair value given the earnout’s fixed time horizon. Peer share price volatilities were used to estimate the Company’s expected share price volatility, and the Company’s corresponding ability to achieve the earnout targets. Increases in the volatility assumption would increase the earnout liability’s fair value. Increases in net asset values would also increase the earnout liability’s fair value. The Company achieved all four VWAP milestones applicable to the earnout thereby triggering the payout of all earnout tranches during the year ended December 31, 2021, and therefore no remaining earnout liability was recorded at December 31, 2021. The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of December 31, 2020: Significant Unobservable Inputs Weighted Average Range Peer stock price volatility 40.0 % 25.92% - 55.90% The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of February 7, 2020, which was the date of the Internalization: Significant Unobservable Inputs Weighted Average Range Expected IPO date April 15, 2020 March 2020 through May 2020 Peer stock price volatility 20.0% 16.22% to 23.09% Company’s net asset value per diluted share $21.30 (a) (a) The Company’s net asset value per diluted share was primarily based on the fair value of its real estate investment portfolio, together with the fair value of its other assets and liabilities. The fair value of the Company’s real estate investment portfolio as of the measurement date was determined using market capitalization rates that ranged between 6.05% and 7.09%. The following table presents a reconciliation of the change in the earnout liability: For the Year Ended December 31, (in thousands) 2021 2020 Beginning balance $ 7,509 $ — Allocation of Internalization purchase price at February 7, 2020 — 40,119 Change in fair value subsequent to Internalization 5,539 (1,800 ) Reclassification as a component of additional paid-in |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 3. Related-Party Transactions Prior to the Internalization on February 7, 2020, BRE, a related party in which certain directors of the Corporation had either a direct or indirect ownership interest, and the Asset Manager were considered to be related parties. Property Management Agreement The Corporation and the OP were parties to a property management agreement (as amended, the “Property Management Agreement”) with BRE. Under the terms of the Property Management Agreement, BRE managed and coordinated certain aspects of the leasing of the Corporation’s rental property. In exchange for services provided under the Property Management Agreement, BRE received certain fees and other compensation (i) 3% of gross rentals collected each month from the rental property for property management services (other than one (ii) Re-leasing one month’s two months Upon completion of the Internalization, the Property Management Agreement was terminated and, prospectively, property management fees were no longer payable to BRE. The Internalization was not considered a “Termination Event” under the Property Management Agreement, therefore no fees were payable to BRE as a result of the Internalization. See Note 4 for further discussion regarding the Internalization, including the associated payments related thereto. Asset Management Agreement The Corporation and the OP were parties to an asset management agreement (as amended, the “Asset Management Agreement”) with the Asset Manager, a single member limited liability company of which BRE was the sole member, and therefore a related party in which certain directors of the Corporation had an indirect ownership interest. Under the terms of the Asset Management Agreement, the Asset Manager was responsible for, among other things, the Corporation’s acquisition, initial leasing, and disposition strategies, financing activities, and providing support to the Corporation’s Independent Directors Committee (“IDC”) for its valuation functions and other duties. The Asset Manager also nominated two individuals to serve on the Board of Directors of the Corporation. Under the terms of the Asset Management Agreement, the Asset Manager was compensated as follows: (i) a quarterly asset management fee equal to 0.25% of the aggregate value of common stock, based on the per share value as determined by the IDC each quarter, on a fully diluted basis as if all interests in the OP had been converted into shares of the Corporation’s common stock; (ii) 0.5% of the proceeds from future equity closings as reimbursement for offering, marketing, and brokerage expenses; (iii) 1% of the gross purchase price paid for each rental property acquired (other than acquisitions described in (iv) below), including any property contributed in exchange for membership interests in the OP; (iv) 2% of the gross purchase price paid for each rental property acquired in the event that the acquisition of a rental property required a new lease (as opposed to the assumption of an existing lease), such as a sale-leaseback transaction; (v) 1% of the gross sale price received for each rental property disposition; and (vi) 1% of the Aggregate Consideration, as defined in the Asset Management Agreement, received in connection with a disposition event, as defined in the Asset Management Agreement. Upon completion of the Internalization, the Asset Management Agreement was terminated and, prospectively, asset management fees were no longer payable to the Asset Manager. The Internalization was not considered a “Termination Event” under the Asset Management Agreement, therefore no fees were payable to the Asset Manager as a result of the Internalization. See Note 4 for further discussion regarding the Internalization, including the associated payments related thereto. Total fees incurred under the Property Management Agreement and Asset Management Agreement were as follows: (in thousands) For the Year Ended December 31, Type of Fee Financial Statement Presentation 2021 2020 (a) 2019 Asset management fee Asset management fees $— $2,461 $21,863 Property management fee Property management fees — 1,275 8,256 Total management fee expense — 3,736 30,119 Marketing fee (offering costs) Additional paid-in — — 1,649 Acquisition fee Capitalized as a component of assets acquired — — 10,319 Leasing fee and re-leasing Leasing fees, net — — 843 Disposition fee Gain on sale of real estate — 109 1,765 Total management fees $— $3,845 $44,695 (a) Fees were payable under the Property Management Agreement and Asset Management Agreement from January 1, 2020 through February 6, 2020. The Internalization was effective February 7, 2020. There were no unpaid management fees at December 31, 2021 and 2020. All fees related to the Property Management Agreement and the Asset Management Agreement were paid for in cash within the Company’s normal payment cycle for vendors. Earnout Consideration In connection with the Internalization, the Company incurred a contingent obligation that would be payable to certain members of the Company’s 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 December 31, 2021, the Company achieved all four 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). The earnout consideration at December 31, 2020, consisted of $7.5 million recorded as Earnout liability, $11.4 million recorded as a component of Additional paid-in Non-controlling Redemption of Shares from Related Party In accordance with the definitive Merger Agreement entered into as part of Internalization, during December 2019, the Company redeemed 941,196 shares of its common stock from BRE, representing BRE’s entire ownership interest in the Company. The shares were redeemed at $21.25 per share, the then current determined share value established by the Board of Directors (“Determined Share Value”), for total consideration of $20.0 million. Conversion of OP Units to Common Stock During the years ended December 31, 2021 and 2020, in non-cash |
Internalization
Internalization | 12 Months Ended |
Dec. 31, 2021 | |
Internalization [Abstract] | |
Internalization | 4. Internalization On February 7, 2020, the Company completed the Internalization and the Company’s management team and corporate staff, who were previously employed by BRE, became employees of an indirect subsidiary of the OP. The Company paid base consideration of $209.5 million at closing and additional earnout consideration of up to $75.0 million, as described below. In addition, the Company assumed $90.5 million of debt in addition to other assets acquired and liabilities assumed, as detailed in the Allocation of Purchase Price The consideration paid at closing of the Internalization is summarized in the following table: (in thousands) Issuance of 3,124 shares of common stock $ 66,376 Issuance of 5,278 OP Units 112,159 Cash 30,981 Base consideration 209,516 Initial estimate of fair value of earnout liability 40,119 Total consideration $ 249,635 In accordance with the 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 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) Tranche Shares of Issued OP Units Issued Cash Paid 40-Day VWAP of a 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. Redemption Rights Agreement If an IPO did not occur on or before the satisfaction of certain milestones related to the 40-day Upon occurrence of the IPO in September 2020, the common stock and non-controlling paid-in Non-controlling Allocation of Purchase Price The Internalization was accounted for as a business combination and accordingly, the Company allocated the purchase price utilizing the acquisition method to record assets acquired and liabilities assumed at their estimated fair values. The allocation of the purchase price has been finalized and is based on the actual valuations of the tangible and intangible assets and liabilities that existed as of the date of completion of the acquisition, including the valuation of the earnout liability. The following table summarizes the Company’s allocation of the purchase price associated with the Internalization: (in thousands) Prepaid expenses and other assets $ 1,336 Right-of-use 1,898 Goodwill 339,769 Accounts payable and other liabilities (986 ) Operating lease liabilities (1,898 ) Debt (90,484 ) $ 249,635 In connection with the Internalization, the Company recorded goodwill of $339.8 million as a result of the consideration exceeding the fair value of the net liabilities acquired. Goodwill represents the synergies and costs savings expected from the acquired management functions and the Company’s ability to generate additional portfolio growth on a lower cost structure than when it was externally managed. The goodwill is not deductible for tax purposes. In connection with the Internalization, the Company assumed $90.5 million of debt which was subsequently repaid through a combination of revolving credit facility borrowings and entering into a new $60.0 million term loan agreement (see Note 9). The Company incurred $3.7 million in non-recurring The effect of the Internalization has been reflected in the Company’s operating results beginning on February 7, 2020. No incremental revenues were recorded as a result of the Internalization. Subsequent to the Internalization, during the year ended December 31, 2020, the Company incurred $20.5 million in expenses as a result of being internalized. Such amounts include general and administrative expenses associated with the Company’s performance of functions previously performed by BRE and the Asset Manager (primarily employee related costs), as well as interest expense associated with the borrowings related to the Internalization. These expenses do not include the Internalization expenses discussed above, or amounts recorded to reflect changes in the fair value of the earnout liability. Condensed Pro Forma Financial Information (Unaudited) The following pro forma information summarizes selected financial information from the Company’s combined results of operations, as if the Internalization had occurred on January 1, 2019. These results contain certain adjustments totaling $4.5 million and $14.5 million of income for the year ended December 31, 2020 and 2019, respectively. These pro forma adjustments reflect the elimination of Internalization expenses and asset management, property management, and disposition fees between the Company and BRE and the Asset Manager in historical financial results, and adjustments to reflect compensation and related costs, incremental general and administrative expenses related to the Internalization, and incremental interest expense associated with the borrowing related to the Internalization. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the Internalization occurred at the beginning of the period, nor does it purport to represent the results of future operations. The condensed pro forma financial information is as follows: For the Year Ended December 31, (in thousands) 2020 2019 Revenues $ 321,637 $ 298,815 Net income 60,783 99,636 |
Acquisitions of Rental Property
Acquisitions of Rental Property | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions of Rental Property | 5. Acquisitions of Rental Property The Company closed on the following acquisitions during the year ended December 31, 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 (a ) 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 (b ) 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 October 1, 2021 Healthcare 1 3,306 October 22, 2021 Industrial 1 5,386 October 27, 2021 Retail 3 4,278 December 10, 2021 Retail 16 33,500 December 15, 2021 Industrial 1 16,000 December 15, 2021 Healthcare 1 6,000 December 16, 2021 Restaurant/Office 6 28,546 December 17, 2021 Retail 3 4,260 December 17, 2021 Industrial 1 16,000 December 22, 2021 Industrial 2 22,651 December 22, 2021 Healthcare 1 7,600 116 $ 659,231 (c) (a) Acquisition of additional land adjacent to an existing property. (b) Acquisition of land related to an existing property. (c) Acquisition price does not include capitalized acquisition costs of $5.8 million. The Company closed on the following acquisitions during the year ended December 31, 2020: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price November 13, 2020 Healthcare 1 $ 4,950 December 7, 2020 Industrial 8 28,000 December 23, 2020 Industrial 1 36,473 (d) December 28, 2020 Retail 1 5,150 December 29, 2020 Restaurant 7 13,189 December 30, 2020 Industrial 1 8,050 19 $ 95,812 (e) (d) Acquisition price excludes $4.5 million deposited in an escrow for the future purchase of the related land. The land purchase closed on July 2, 2021, and is included in the 2021 acquisitions. (e) Acquisition price does not include capitalized acquisition costs of $1.3 million. The Company closed on the following acquisitions during the year ended December 31, 2019: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price January 31, 2019 Healthcare 1 $ 4,747 March 12, 2019 Industrial 1 10,217 March 15, 2019 Retail 10 13,185 March 19, 2019 Retail 14 19,128 March 26, 2019 Industrial 1 25,801 April 30, 2019 Industrial 1 76,000 (f) May 21, 2019 Retail 2 6,500 May 31, 2019 Retail 1 3,192 June 7, 2019 Office 1 30,589 June 26, 2019 Industrial 2 11,180 July 15, 2019 Restaurant 1 3,214 July 15, 2019 Industrial 1 11,330 July 31, 2019 Healthcare 5 27,277 August 27, 2019 Industrial 1 4,404 August 29, 2019 Industrial/Office 23 735,740 September 17, 2019 Industrial 1 11,185 October 31, 2019 Retail/Healthcare 3 12,922 November 7, 2019 Restaurant 1 3,142 November 20, 2019 Retail 1 7,385 November 22, 2019 Industrial 1 6,500 November 27, 2019 Retail 2 8,243 74 $ 1,031,881 (g) (f) In conjunction with this acquisition, the Company assumed a mortgage with a principal balance of $49.8 million with an interest rate of 4.92% and a maturity date of February 2028 (g) Acquisition price does not include capitalized acquisition costs of $17.6 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 Year Ended December 31, (in thousands) 2021 2020 2019 Land $ 114,296 $ 17,403 $ 161,182 Land improvements 29,298 5,356 47,391 Buildings and improvements 469,113 64,116 772,998 Acquired in-place (h) 51,956 8,346 80,952 Acquired above-market leases (i) 211 1,717 2,800 Acquired below-market leases (j) — (428 ) (15,811 ) Right-of-use 663 — — Lease liability (481 ) — — Sales-type investments — 574 — Mortgage payable — — (49,782 ) $ 665,056 $ 97,084 $ 999,730 (h) The weighted average amortization period for acquired in-place (i) The weighted average amortization period for acquired above-market leases is 10 years, 1 year, and 18 years for acquisitions completed during the years ended December 31, 2021, 2020, and 2019, respectively. (j) The weighted average amortization period for acquired below-market leases is 10 years for acquisitions completed during each of the years ended December 31, 2020, and 2019. There were no The above acquisitions were funded using a combination of available cash on hand, revolving credit facility borrowings, and proceeds from unsecured term loans, equity issuances, and the 2031 Senior Unsecured Public Notes (see Note 9). All real estate acquisitions closed during the years ended December 31, 2021, 2020, and 2019, qualified as asset acquisitions and, as such, acquisition costs have been capitalized. Subsequent to December 31, 2021, the Company closed on the following acquisitions (see Note 20): (in thousands, except number of properties) Date Property Number of Acquisition January 7, 2022 Retail 2 $ 2,573 February 10, 2022 Industrial 1 21,733 February 15,202 Retail 1 1,341 4 $ 25,647 |
Sale of Real Estate
Sale of Real Estate | 12 Months Ended |
Dec. 31, 2021 | |
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 Year Ended December 31, (in thousands, except number of properties) 2021 2020 2019 Number of properties disposed 31 24 49 Aggregate sale price $ 87,730 $ 81,039 $ 176,486 Aggregate carrying value (70,289 ) (62,528 ) (138,845 ) Additional sales expenses (3,918 ) (3,526 ) (7,727 ) Gain on sale of real estate $ 13,523 $ 14,985 $ 29,914 |
Investment in Rental Property a
Investment in Rental Property and Lease Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021, the Company had 726 real estate properties, of which were leased under leases that have been classified as operating leases , that have been classified as direct financing leases, that has been classified as a sales-type lease, and two that were vacant. Of the leases classified as direct financing leases , 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 (see Revenue Recognition within Note . Substantially all leases have initial terms of to years. The Company’s leases generally provide for limited increases in rent as a result of fixed increases, increases in the 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 Year Ended December 31, (in thousands) 2021 2020 2019 Depreciation $ 99,143 $ 93,679 $ 83,797 Estimated lease payments to be received under non-cancelable (in thousands) 2022 $ 334,163 2023 338,889 2024 335,624 2025 328,914 2026 319,124 Thereafter 2,281,067 $ 3,937,781 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: December 31, (in thousands) 2021 2020 Undiscounted estimated lease payments to be received $ 42,602 $ 45,782 Estimated unguaranteed residual values 15,203 15,203 Unearned revenue (28,893 ) (31,753 ) Reserve for credit losses (130 ) (166 ) Net investment in direct financing leases $ 28,782 $ 29,066 Undiscounted estimated lease payments to be received under non-cancelable (in thousands) 2022 $ 3,241 2023 3,304 2024 3,361 2025 3,475 2026 3,547 Thereafter 25,674 $ 42,602 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 Consolidated Statements of Income and Comprehensive Income: For the Year Ended December 31, (in thousands) 2021 2020 2019 Contractual rental amounts billed for operating leases $ 308,624 $ 281,998 $ 257,695 Adjustment to recognize contractual operating lease billings on a straight-line basis 19,847 25,200 22,109 Write-off (442 ) (4,235 ) — Variable rental amounts earned 768 743 152 Earned income from direct financing leases 2,909 3,355 4,018 Interest income from sales-type leases 58 5 — Operating expenses billed to tenants 17,462 15,845 14,614 Other income from real estate transactions (a) 33,549 799 668 Adjustment to revenue recognized for uncollectible rental amounts billed, net 101 (2,073 ) (441 ) Total Lease revenues, net $ 382,876 $ 321,637 $ 298,815 (a) The December 31, 2021 amount includes the write-off Long-lived Asset Impairment |
Intangible Assets And Liabiliti
Intangible Assets And Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, (in thousands) 2021 2020 Lease intangibles: Acquired above-market leases $ 47,147 $ 54,616 Less accumulated amortization (16,807 ) (18,928 ) Acquired above-market leases, net 30,340 35,688 Acquired in-place 380,766 340,958 Less accumulated amortization (107,464 ) (85,733 ) Acquired in-place 273,302 255,225 Total Intangible lease assets, net $ 303,642 $ 290,913 Acquired below-market leases $ 105,310 $ 107,788 Less accumulated amortization (34,714 ) (28,135 ) Intangible lease liabilities, net $ 70,596 $ 79,653 Leasing fees $ 14,786 $ 15,462 Less accumulated amortization (5,145 ) (4,724 ) Leasing fees, net $ 9,641 $ 10,738 Amortization of intangible lease assets and liabilities was as follows: (in thousands) For the Year Ended December 31, Intangible Financial Statement Presentation 2021 2020 2019 Acquired in-place Depreciation and amortization $ 32,857 $ 38,934 $ 25,021 Above-market and below-market leases Lease revenues, net 3,264 1,127 3,419 For the years ended December 31, 2021 and 2020, amortization of all intangible assets and liabilities includes $3.8 million and $14.5 million, respectively, of accelerated amortization resulting from early lease terminations. There was no accelerated amortization for the year ended December 31, 2019. Estimated future amortization of all intangible assets and liabilities at December 31, 2021 is as follows: (in thousands) 2022 $ 25,289 2023 24,982 2024 24,222 2025 22,925 2026 21,576 Thereafter 123,693 $ 242,687 |
Unsecured Credit Agreements
Unsecured Credit Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Unsecured Credit Agreements | 9. Unsecured Credit Agreements Unsecured Revolving Credit Agreements Unsecured Revolving Credit Facility On September 4, 2020, the Company entered into an agreement (the “Revolving Credit Agreement”) for a $900.0 million unsecured revolving credit facility (the “Revolving Credit Facility”), with JPMorgan Chase Bank, N.A., as Administrative Agent. The Company closed the Revolving Credit Agreement on September 21, 2020, at which time the Revolving Credit Facility replaced the Company’s then existing $600.0 million senior unsecured revolving credit facility (described below). The Revolving Credit Agreement includes an accordion feature to increase the aggregate facility size from $900.0 million to $2.0 billion, subject to the willingness of existing or new lenders to fund such increase and other customary conditions. The Company has the option to extend the term of the Revolving Credit Agreement twice for six months per extension, subject to certain conditions, including payment of an extension fee equal to 0.0625% of the revolving commitments. Borrowings under the Revolving Credit Agreement are subject to interest only payments at variable rates equal to LIBOR plus a margin based on the Company’s credit rating, ranging from 0.825% to 1.55% per annum. In addition, the Revolving Credit Facility is subject to a facility fee based on the Company’s credit rating, ranging between 0.125% and 0.30% per annum. Unsecured Revolving Credit and Term Loan Agreement On June 23, 2017, the Company entered into an $800.0 million unsecured revolving credit and term loan agreement (“Unsecured Revolving Credit and Term Loan Agreement”) with a group of lenders. The Unsecured Revolving Credit and Term Loan Agreement consisted of a $400.0 million senior unsecured revolving credit facility, a $250.0 million senior unsecured delayed draw term loan (“2023 Unsecured Term Loan”), and a $150.0 million senior unsecured delayed draw term loan (“2024 Unsecured Term Loan”). The Unsecured Revolving Credit and Term Loan Agreement provides an accordion feature for up to a total of $1.0 billion of borrowing capacity. The senior unsecured revolving credit facility included a $35.0 million sublimit for swingline loans and $20.0 million available for issuance of letters of credit. On November 20, 2017, pursuant to the terms of a Consent and Agreement Regarding Commitment Increases and Additional Term Loans (the “Commitment Increase”) the OP obtained an additional $80.0 million in credit commitments from existing and certain new lenders, raising the total available borrowings under the Unsecured Revolving Credit and Term Loan Agreement to $880.0 million. Except as amended by the Commitment Increase, all terms and conditions of the Unsecured Revolving Credit and Term Loan Agreement remained the same as those in effect prior to the Commitment Increase. As amended by the Commitment Increase, the Unsecured Revolving Credit and Term Loan Agreement consisted of the $425.0 million senior unsecured revolving credit facility, the $265.0 million 2023 million Unsecured Term Loan, and the $190.0 million 2024 Unsecured Term Loan. On February 28, 2019, the Company amended the Unsecured Revolving Credit and Term Loan Agreement to increase the amount available under the senior unsecured revolving credit facility from $425.0 million to $600.0 million. This increased the total available borrowings under the Unsecured Revolving Credit and Term Loan Agreement to $1.1 billion. All other terms and conditions of the Unsecured Revolving Credit and Term Loan Agreement remained the same as those in effect prior to this amendment. On September 4, 2020, the senior unsecured revolving credit facility under the Unsecured Revolving Credit and Term Loan Agreement was replaced by the $900.0 million Revolving Credit Facility described above. Unsecured Term Loan Agreements 2022 Unsecured Term Loan On February 7, 2020, the Company entered into a $60.0 million term loan agreement (the “2022 Unsecured Term Loan”) with JP Morgan Chase, N.A. as administrative agent. The 2022 Unsecured Term Loan was fully funded at closing and used to repay a portion of the debt assumed by the Company as part of the Internalization. Borrowings under the 2022 Unsecured Term Loan are subject to interest only payments at variable rates equal to LIBOR plus a margin based upon the Company’s credit rating, ranging between 0.85% and 1.65% per annum. 2023 and 2024 Unsecured Term Loans The terms of the 2023 Unsecured Term Loan and 2024 Unsecured Term Loan are pursuant to the Unsecured Revolving Credit and Term Loan Agreement described above. Borrowings under the 2024 Unsecured Term Loan bear interest at variable rates based on LIBOR plus a margin based on the OP’s credit rating ranging between 0.85% and 1.65% per annum. Borrowings under the 2023 Unsecured Term Loan bore interest at variable rates based on LIBOR plus a margin based on the OP’s credit rating ranging between 0.90% and 1.75% per annum. The borrowings under the 2023 Unsecured Term Loan were repaid in full with proceeds from the 2031 Senior Unsecured Public Notes in September 2021 described below. 2026 Unsecured Term Loan On February 27, 2019, the Company entered into a $450.0 million seven-year unsecured term loan agreement (the “2026 Unsecured Term Loan”) with Capital One, National Association as administrative agent. The 2026 Unsecured Term Loan provides an accordion feature for up to a total of $550.0 million borrowing capacity. The 2026 Unsecured Term Loan has an initial maturity date of February 27, 2026. Borrowings under the 2026 Unsecured Term Loan were subject to interest only payments at variable rates equal to LIBOR plus a margin between 1.45% and 2.40% per annum based on the OP’s credit rating through March 12, 2021. On March 12, 2021, the Company amended the 2026 Unsecured Term Loan and made a $50.0 million paydown on the loan. The amendment reduced the margin on variable interest rate borrowings to a range between 0.85% and 1.65% per annum based on the OP’s credit rating. All other terms and conditions of the 2026 Unsecured Term Loan remained materially the same as those in effect prior to this amendment. The 2026 Unsecured Term Loan is subject to a fee of 0.25% per annum on the amount of the commitment, reduced by the amount of term loans outstanding. Senior Unsecured Notes 2027 Senior Unsecured Notes—Series A On April 18, 2017, the Company issued $150.0 million of unsecured, fixed-rate, interest-only guaranteed senior promissory notes (the “2027 Senior Unsecured Notes—Series A”). The Series A Notes were issued at par, bear interest at a rate of 4.84%. 2028 Senior Unsecured Notes—Series B and 2030 Senior Unsecured Notes—Series C On July 2, 2018, the Company entered into a Note and Guaranty Agreement (the “NGA Agreement”) with each of the purchasers of unsecured, fixed-rate, interest-only, guaranteed senior promissory notes. Under the NGA Agreement, the OP issued and sold senior promissory notes in two series, Series B Guaranteed Senior Notes (the “2028 Senior Unsecured Notes—Series B”) and Series C Guaranteed Senior Notes (the “2030 Unsecured Notes—Series C”), for an aggregate principal amount of $325.0 million. The 2028 Senior Unsecured Notes—Series B provide for an aggregate principal amount of $225.0 million with a fixed-rate of 5.09%. The 2030 Senior Unsecured Notes—Series C provide for an aggregate principal amount of $100.0 million with a fixed-rate of 5.19%. 2031 Senior Unsecured Public Notes On September 15, 2021, the Company completed a public offering of $375.0 million in aggregate principal amount of 2.60% senior unsecured notes due 2031 (“2031 Senior Unsecured Public Notes”), issued at 99.816% of the principal amount. The 2031 Senior Unsecured Public Notes require semi-annual interest payments through the maturity date of September 15, 2031, unless earlier redeemed. The 2031 Senior Unsecured Public Notes were issued by the OP and are fully and unconditionally guaranteed by the Company. The proceeds were used to repay in full borrowings on the Revolving Credit Facility and the 2023 Unsecured Term Loan, and to fund acquisitions. Covenants on Unsecured Credit 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 December 31, 2021, 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 on The following table summarizes the Company’s unsecured credit agreements: Outstanding Balance December 31, (in thousands, except interest rates) 2021 2020 Interest Rate (a) (b) Maturity Unsecured revolving credit facility $ 102,000 $ — one-month LIBOR (c) Sep. 2023 Unsecured term loans: 2022 Unsecured Term Loan 60,000 60,000 one-month LIBOR (d) Feb. 2022 2023 Unsecured Term Loan — 265,000 one-month LIBOR (e) Jan. 2023 (f) 2024 Unsecured Term Loan 190,000 190,000 one-month LIBOR (d) J un. 2024 2026 Unsecured Term Loan 400,000 450,000 one-month LIBOR (g) Feb. 2026 Total unsecured term loans 650,000 965,000 Unamortized debt issuance costs, net (3,329 ) (3,670 ) Total unsecured term loans, net 646,671 961,330 Senior unsecured notes: 2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84% Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09% Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19% Jul. 2030 2031 Senior Unsecured Public Notes 375,000 — 2.60% Sep. 2031 Total senior unsecured notes 850,000 475,000 Unamortized debt issuance costs and original issuance discount, net (6,199 ) (2,534 ) Total senior unsecured notes, net 843,801 472,466 Total unsecured debt, net $ 1,592,472 $ 1,433,796 (a) At December 31, 2021 and 2020, one-month (b) In January 2021, the Company received a cr e (c) At December 31, 2020, interest rate was one-month (d) At December 31, 2020, interest rate was one-month (e) At December 31, 2020, interest rate was one-month (f) The 2023 Unsecured Term Loan was paid in full with proceeds from the 2031 Senior Unsecured Public Notes in September 2021. (g) At December 31, 2020, interest rate was one-month At December For the year ended December 31, 2021, the Company incurred $5.0 million in debt issuance costs and original issuance discount associated with the 2031 Senior Unsecured Public Notes and the amended 2026 Unsecured Term Loan. For the year ended December 31, 2020, the Company incurred $5.9 million in debt issuance costs associated with the Revolving Credit Facility. For the year ended December 31, 2019, the Company incurred $6.5 million in debt issuance costs associated with the 2020 Unsecured Term Loan, the 2026 Unsecured Term Loan and its prior unsecured revolving credit agreement. For each separate debt instrument, on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment Based on the assessments, $5.0 million, $5.9 million and $6.5 million of debt issuance costs and original issuance discounts incurred during the years ended December 31, 2021, 2020, and 2019, respectively, were deemed to be related to new debt, and the modification of existing debt, and therefore have been deferred and are being amortized over the term of the associated debt. Additionally, during the years ended December 31, 2021, 2020, and 2019, $0.3 million, $0.4 million and $0.3 million, respectively, of unamortized debt issuance costs were expensed, and included in Cost of debt extinguishment in the accompanying Consolidated Statements of Income and Comprehensive Income. Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Consolidated Statements of Income and Comprehensive Income. The following table summarizes debt issuance cost and original issuance discount amortization: For the Year Ended December 31, (in thousands) 2021 2020 2019 Debt issuance costs and original issuance discount amortization $ 3,854 $ 3,445 $ 2,685 |
Mortgages
Mortgages | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Mortgages | 10. Mortgages The Company’s mortgages consist of the following: (in thousands, except interest rates) Origination Date (Month/Year) Maturity Date (Month/Year) Interest Rate December 31, Lender 2021 2020 Wilmington Trust National Association Apr Feb-2 4.92% $ 46,760 $ 47,945 (a) (b) (c) (j) Wilmington Trust National Association Jun Aug-2 4.36% 19,557 19,947 (a) (b) (c) (i) PNC Bank Oct Nov-2 3.62% 17,094 17,498 (b) (c) T2 Durham I, LLC Jul Jul-2 Greater of Prime + 7,500 — (b) (k) Aegon Apr Oct-2 6.38% 6,249 7,039 (b) (f) Sun Life Mar Oct-2 5.13% — 10,469 (b) (e) M&T Bank Oct Aug-2 one-month — 4,769 (b) (d) (g) (h) Total mortgages 97,160 107,667 Debt issuance costs, net (314 ) (285 ) Mortgages, net $ 96,846 $ 107,382 (a) Non-recourse (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Debt secured by guaranty of the Corporation. (e) Mortgage was assumed in March 2012 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (f) 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. (g) The Company entered into an interest rate swap agreement in connection with the mortgage, as further described in Note 11. (h) Mortgage was assumed in October 2017 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (i) 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. (j) 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. (k) 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 December 31, 2021, the interest rate was 5.00% At December 31, 2021, investment in rental property of $161.6 million was pledged as collateral against the Company’s mortgages. Estimated future principal payments to be made under the above mortgage and the Company’s unsecured credit agreements (see Note 9) at December 31, 2021, are as follows: (in thousands) 2022 $ 62,906 2023 109,582 2024 199,760 2025 20,195 2026 416,843 Thereafter 889,874 $ 1,699,160 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 | 12 Months Ended |
Dec. 31, 2021 | |
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. In connection with the issuance of the 2031 Senior Unsecured Public Notes in September 2021 and repayment of outstanding borrowings of variable rate debt indexed to the one-month The following is a summary of the Company’s outstanding interest rate swap agreements: (in thousands, except interest rates) December 31, 2021 December 31, 2020 Counterparty Maturity Date Fixed Notional Fair Notional Fair Wells Fargo Bank, N.A. February 2021 2.39 % $ — $ — $ 35,000 $ (70 ) M&T Bank August 2021 1.02 % — — 4,768 (25 ) (a) Capital One, National Association December 2021 1.05 % — — (b) 15,000 (141 ) M&T Bank September 2022 2.83 % — — (b) 25,000 (1,139 ) Bank of America, N.A. November 2023 2.80 % — — (b) 25,000 (1,848 ) M&T Bank November 2023 2.65 % — — (b) 25,000 (1,785 ) Regions Bank December 2023 1.18 % — — (b) 25,000 (763 ) Truist Financial Corporation April 2024 1.99 % — — (b) 25,000 (1,487 ) Bank of Montreal July 2024 1.16 % — — (b) 40,000 (1,380 ) Wells Fargo Bank, N.A. October 2024 2.72 % 15,000 (702 ) 15,000 (1,422 ) Capital One, National Association December 2024 1.58 % 15,000 (241 ) 15,000 (799 ) Bank of Montreal January 2025 1.91 % 25,000 (649 ) 25,000 (1,725 ) Truist Financial Corporation April 2025 2.20 % 25,000 (905 ) 25,000 (2,084 ) Bank of Montreal July 2025 2.32 % 25,000 (1,049 ) 25,000 (2,351 ) Truist Financial Corporation July 2025 1.99 % 25,000 (767 ) 25,000 (1,941 ) Truist Financial Corporation December 2025 2.30 % 25,000 (1,125 ) 25,000 (2,481 ) Bank of Montreal January 2026 1.92 % 25,000 (760 ) 25,000 (2,039 ) Bank of Montreal January 2026 2.05 % 40,000 (1,415 ) 40,000 (3,523 ) Capital One, National Association January 2026 2.08 % 35,000 (1,274 ) 35,000 (3,078 ) Truist Financial Corporation January 2026 1.93 % 25,000 (768 ) 25,000 (2,019 ) Capital One, National Association April 2026 2.68 % 15,000 (941 ) 15,000 (1,843 ) Capital One, National Association July 2026 1.32 % 35,000 (205 ) 35,000 (1,806 ) Bank of Montreal December 2026 2.33 % 10,000 (538 ) 10,000 (1,156 ) Bank of Montreal December 2026 1.99 % 25,000 (936 ) 25,000 (2,372 ) Wells Fargo Bank, N.A. April 2027 2.72 % 25,000 (1,887 ) 25,000 (3,555 ) Bank of Montreal December 2027 2.37 % 25,000 (1,570 ) 25,000 (3,234 ) Capital One, National Association December 2027 2.37 % 25,000 (1,575 ) 25,000 (3,199 ) Wells Fargo Bank, N.A. January 2028 2.37 % 75,000 (4,741 ) 75,000 (9,650 ) Bank of Montreal May 2029 2.09 % 25,000 (1,316 ) 25,000 (2,994 ) Regions Bank May 2029 2.11 % 25,000 (1,356 ) 25,000 (3,004 ) Regions Bank June 2029 2.03 % 25,000 (1,222 ) 25,000 (2,843 ) U.S. Bank National Association June 2029 2.03 % 25,000 (1,220 ) 25,000 (2,902 ) U.S. Bank National Association August 2029 1.35 % 25,000 (9 ) 25,000 (1,445 ) $ 640,000 $ (27,171 ) $ 859,768 $ (72,103 ) (a) Interest rate swap was assumed in October 2017 as part of an UPREIT transaction. (b) Interest rate swap was terminated in September 2021. At December 31, 2021, the weighted average fixed rate on all outstanding interest rate swaps was 2.11%. The total amounts recognized, and the location in the accompanying Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows: Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss Reclassification from Accumulated Other Comprehensive Loss Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income (in thousands) Amount of (Loss) Gain For the years ended December 31, Location 2021 $ 39,353 Interest expense $ (16,136 ) $ 64,146 2020 (50,544 ) Interest expense (12,656 ) 76,138 2019 (37,372 ) Interest expense 1,492 72,534 Amounts related to the interest rate swaps expected to be reclassified out of Accumulated other comprehensive loss to Interest expense during the next twelve months are estimated to be a loss of $13.1 million. The Company is exposed to credit risk in the event of non-performance |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 12. Non-Controlling Under the Company’s UPREIT structure, entities and individuals can contribute their properties in exchange for OP Units. There were no UPREIT transactions during the years ended December 31, 2021, 2020, and 2019. The cumulative amount of UPREIT properties contributed, less assumed debt, amounted to $128.7 million as of December 31, 2021 and 2020. In exchange for the properties contributed and as part of the Internalization, 6,058,080 and 4,265,126 non-controlling non-controlling non-controlling The OP Units are economically equivalent to the Corporation’s common stock and, subject to certain restrictions, are convertible into the Company’s common stock at the option of the respective unit holders on a one-to-one non-controlling non-controlling paid-in The following table summarizes OP Units exchanged for shares of common stock: For the Year Ended December 31, (in thousands) 2021 2020 2019 OP Units exchanged for shares of common stock 2,935 822 — Value of units exchanged $ 46,968 $ 15,631 $ — As of December 31, 2021, the Company achieved all four VWAP milestones applicable to the earnout. As a result, the Company issued 1,859,257 OP Units during the year ended December 31, 2021 (see Note 4). Holders of the OP Units do not have voting rights at the Corporation level. |
Credit Risk Concentrations
Credit Risk Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
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 years ended December 31, 2021, 2020, and 2019. 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. Prior to the Internalization on February 7, 2020, the Company’s rental property was managed by BRE and the Asset Manager as described in Note 3. Management fees paid to BRE and the Asset Manager represented 2%, and 18% of total operating expenses for the years ended December 31, 2020 and 2019, respectively. These amounts do not include acquisition fees paid to the Asset Manager that were capitalized (see Note 3). There were no management fees paid to BRE or the Asset Manager during the year ended December 31, 2021. For the years ended December 31, 2021, 2020, and 2019, the Company had no individual tenants or common franchises that accounted for more than 10 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | 14. Equity General On September 21, 2020, the Corporation completed its IPO and issued 37,000,000 shares of Class A Common Stock inclusive of the underwriters’ partial exercise of their over-allotment option on October 20, 2020. Aside from the conversion discussed below, the terms of the Class A Common Stock were identical to the terms of the Common Stock. Each share of Class A Common Stock automatically converted into one share of Common Stock on March 20, 2021, and effective March 22, 2021, all shares of Common Stock were listed and freely tradeable on the NYSE under the ticker “BNL.” The Common Stock and Class A Common Stock are collectively referred to as the Corporation’s “common stock.” On June 28, 2021, the Corporation completed its first public follow-on On August 23, 2021, the Company established an at-the-market During the year ended December 31, 2021, the Company issued 1,071,500 shares of common stock at a weighted average sale price of $26.26 per share under the ATM Program. The net proceeds, after deducting $0.3 million for commission and $0.5 million for other issuance expenses, were $27.3 million. At December 31, 2021, the Company could issue additional common stock with an aggregate sales price of up to $371.9 million under the ATM Program. As of December 31, 2021, the Company achieved all four VWAP milestones applicable to the earnout. As a result, the Company issued 1,088,977 shares of common stock during the year ended December 31, 2021 (see Note 4). Common Stock The shares of the Corporation’s common stock entitle the holders to one vote per share on all matters upon which stockholders are entitled to vote, to receive dividends and other distributions as authorized by the Board of Directors in accordance with the Maryland General Corporation Law, and to all rights of a stockholder pursuant to the Maryland General Corporation Law. The common stock has no preferences or preemptive conversion or exchange rights. Pursuant to the limited liability company agreement between the Corporation and the OP, each outstanding OP Unit is convertible into one share of the Corporation’s common stock, subject to the terms and conditions set forth in the OP’s operating agreement. Preferred Stock The Charter also provides the Board of Directors with the authority to issue one or more classes or series of preferred stock, and prior to the issuance of such shares of preferred stock, the Board of Directors shall have the power from time to time to classify or reclassify, in one or more series, any unissued shares and designate the preferences, rights and privileges of such shares of preferred stock. At December 31, 2021 and 2020, no shares of the Corporation’s preferred stock were issued and outstanding. Share Redemption Program The Board of Directors approved a share redemption program (“Share Redemption Program”) under which the Corporation could repurchase shares of its outstanding common stock after December 31, 2009. The Board of Directors approved and adopted an amended and restated Share Redemption Program effective as of June 28, 2017. Under the Share Redemption Program, stockholders could request that the Corporation redeem shares after one year from the original investment date, subject to certain exceptions as set forth in the Share Redemption Program. Under the Share Redemption Program, the Corporation was not obligated to repurchase shares and, notwithstanding any other term of the Share Redemption Program, the Board of Directors or IDC could reject any share redemption request made by any stockholder at any time. Shares held for more than 12 months, but less than five years, were redeemed at a purchase price equal to 95% of the current Determined Share Value, and shares held for five years or more were redeemed at a purchase price equal to 100% of the current Determined Share Value, subject to certain exemptions as set forth in the Share Redemption Program. Total shares redeemed pursuant to the Share Redemption Program in any quarter could not exceed 1% of the total number of shares outstanding at the beginning of the calendar year plus 50% of the total number of any additional shares issued during the prior calendar quarter under the DRIP (as defined below), provided that the total number of shares redeemed during any calendar year could not exceed 5% of the number of shares outstanding as of the first day of such calendar year. The Board of Directors or the IDC could amend, suspend, or terminate the Share Redemption Program at any time upon 30 days’ notice to the Corporation’s stockholders. On January 10, 2020, the Corporation announced that it would be terminating the Share Redemption Program, effective February 10, 2020. The following table summarizes redemptions under the Company’s Share Redemption Program: For the Year Ended December 31, (in thousands, except number of redemptions) 2020 2019 Number of redemptions requested — 96 Number of shares — 2,610 Aggregate redemption price $ — $ 54,599 The 2019 redemption amounts include the redemption of shares from BRE, as discussed in Note 3. Distribution Reinvestment Plan The Corporation had adopted a Distribution Reinvestment Plan (“DRIP”), pursuant to which the Corporation’s stockholders and holders of OP Units (other than the Corporation), could elect to have cash distributions reinvested in additional shares of the Corporation’s common stock. The DRIP was terminated effective February 10, 2020. At December 31, 2020 and 2019 a total of 12,300,812 and 12,019,170 shares of common stock, respectively, were issued under the DRIP. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Restricted Stock Awards The Company awarded 199,430 and 340,976 shares of RSAs, during the years ended December 31, 2021 and 2020, respectively, to certain officers and employees under the Equity Incentive Plan. 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 The following table presents information about the Company’s RSAs: For the year ended December 31, (in thousands) 2021 2020 Compensation cost $ 3,926 $ 1,989 Dividends declared on unvested RSAs 394 131 Grant date fair value of shares vested during the period 3,296 — (in thousands, except recognition period) December 31, 2021 December 31, 2020 Unamortized value of RSAs $ 4,715 $ 5,001 Weighted average amortization period (in years) 2.4 2.8 The following table presents information about the Company’s restricted stock activity: For the year ended December 31, 2021 2020 (in thousands, except per share amounts) Number of Weighted Number of Weighted Unvested at beginning of period 341 $ 20.50 — $ — Granted 202 18.70 341 20.50 Vested (164 ) 20.15 — — Forfeited (7 ) 19.40 — — Unvested at end of period 372 19.62 341 20.50 Performance-based Restricted Stock Units On March 1, 2021, the Company granted 132,189 target PRSUs under the Equity Incentive Plan to the officers of the Company. The awards are non-vested ex-dividend th The following table presents information about the Company’s PRSUs: For the Year Ended (in thousands, except recognition period) December 31, 2021 Compensation cost $ 743 December 31, 2021 Unamortized value of PRSUs $ 1,931 Weighted average amortization period (in years) 2.2 The were no PRSUs at December 31, 2020 and 2019. The following table presents information about the Company’s PRSU activity: For the Year Ended December 31, 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Unvested at beginning of period — $ — Granted 132 24.40 Vested — — Forfeited (22 ) 24.40 Unvested at end of period 110 24.40 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. Earnings per Share The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”): For the Year Ended December 31, (in thousands, except per share amounts) 2021 2020 2019 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common shareholders $ 102,426 $ 51,181 $ 79,394 Less: earnings allocated to unvested restricted shares (394 ) (131 ) — Net earnings used to compute basic earnings per common share $ 102,032 $ 51,050 $ 79,394 Diluted earnings: Net earnings used to compute basic earnings per share $ 102,032 $ 51,050 $ 79,394 Net earnings attributable to non-controlling 7,102 5,095 5,720 Net earnings used to compute diluted earnings per common share $ 109,134 $ 56,145 $ 85,114 Weighted average number of common shares outstanding 153,425 117,289 95,917 Less: weighted average unvested restricted shares (a) (368 ) (139 ) — Weighted average number of common shares outstanding used in basic earnings per common share 153,057 117,150 95,917 Effects of restricted stock units (b) 172 — — Effects of convertible membership units (c) 10,741 11,649 6,948 Weighted average number of common shares outstanding used in diluted earnings per common share 163,970 128,799 102,865 Basic earnings per share $ 0.67 $ 0.44 $ 0.83 Diluted earnings per share $ 0.67 $ 0.44 $ 0.83 (a) Represents the weighted average effects of 372,150 and 340,963 unvested restricted shares of common stock as of December 31, 2021 and 2020, respectively, which will be excluded from the computation of earnings per share until they vest. The shares of restricted common stock were not included in the calculation of diluted earnings per share, as the effect of doing so would have been anti-dilutive. (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 10,323,206, 11,398,438, and 6,948,185 OP Units outstanding at December 31, 2021, 2020, and 2019, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or return of capital distributions. Return of capital distributions will reduce stockholders’ basis in their shares, but not below zero. The portion of the distribution that exceeds the adjusted basis of the stock will be treated as gain from the sale or exchange of property. The following table shows the character of the distributions the Company paid on a percentage basis: For the Year Ended December 31, Character of Distributions 2021 2020 2019 Ordinary dividends 61 % 89 % 43 % Capital gain distributions 0 % 7 % 8 % Return of capital distributions 39 % 4 % 49 % 100 % 100 % 100 % |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | 18. Supplemental Cash Flow Disclosures Cash paid for interest was $57.3 million, $72.6 million, and $76.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. Cash paid for income taxes was $0.6 million, $1.5 million, and $2.1 million for the years ended December 31, 2021, 2020, and 2019, respectively. The following are non-cash • During the year ended December 31, 2021, the Company converted 2,934,489 OP Units valued at $47.0 million to 2,934,489 shares of common stock. During the year ended December 31, 2020, the Company converted 822,745 OP Units valued at $15.6 million to 822,745 shares of common stock. (See Note 12). • At December 31, 2021, 2020, and 2019, dividend amounts declared and accrued but not yet paid amounted to $45.9 million, $39.3 million, and $12.2 million, respectively. • At December 31, 2021, 2020, and 2019, the Company adjusted the carrying value of Non-controlling paid-in • During the years ended December 31, 2020, and 2019, the Corporation issued 275,271, and 3,012,052 shares, respectively, of common stock with a value of approximately $5.7 million, and $63.0 million, respectively, under the terms of the DRIP (see Note 14). • During the year ended December 31, 2020, the Company issued shares of Common Stock and OP Units, with a total value of approximately $178.5 million, and earnout consideration with a fair value of $40.1 million as consideration for the Internalization and assumed $90.5 million of debt (see Note 4). • During the year ended December 31, 2020, the Company adjusted the carrying value of mezzanine equity non-controlling paid-in • During the year ended December 31, 2020, the Company reclassified $112.7 million of mezzanine equity non-controlling Non-controlling • During the year ended December 31, 2020, the Company reclassified $66.4 million of mezzanine equity common stock, with an offset of $66.4 million to Additional paid-in • During the year ended December 31, 2020, the Company reclassified $30.8 million of the carrying value of the earnout liability, with an offset of $19.4 million as a component of Non-controlling paid-in • During the year ended December 31, 2020, the Company executed lease modifications that resulted in the lease classification changing from direct financing lease to operating lease for five properties. At the modification date, the net investment in the original lease, and therefore the carrying value of the assets recognized, amounted to $10.8 million. • Upon adoption of ASC 326 on January 1, 2020, the Company recorded a transition adjustment to record a provision for credit losses associated with its net investment in direct financing leases of $0.3 million, with an equal amount recorded as a reduction in retained earnings. The provision for credit losses is included as a component of Accounted for using the direct financing method on the Consolidated Balance Sheets. • Upon adoption of ASC 842 on January 1, 2019, the Company recorded right-of-use • In connection with real estate transactions conducted during the year ended December 31, 2020, the Company accepted credits for rent in advance of $1.7 million in exchange for a reduction to the cash paid to acquire the associated real estate assets. In connection with real estate transactions conducted during the year ended December 31, 2019, the Company assumed tenant improvement allowances of $2.5 million in exchange for a reduction to the cash paid to acquire the associated real estate assets. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. 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, The Company has a commitment to fund a building expansion expected to be completed in 2022, totaling $17.4 million as of December 31, 2021, in exchange for an increase in rent contractually scheduled to commence in August 2022. The Company is a party to three separate tax protection agreements with the contributing members of three distinct UPREIT transactions and to the Founding Owners’ 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 Founding Owners’ Tax Protection Agreement, 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 Consolidated Financial Statements. Based on values as of December 31, 2021, 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. Obligations Under Operating Leases Subsequent to the Internalization, the Company leases office space for its corporate headquarters and other locations under non-cancellable The Company also leases land at certain properties under non-cancellable The following table summarizes the total lease costs associated with operating leases: For the Year Ended December 31, (in thousands) Financial Statement Presentation 2021 2020 2019 Operating lease costs Office leases General and administrative $ 623 $ 517 $ — Ground leases Property and operating expense 149 133 139 Variable lease costs Ground leases Property and operating expense 62 61 46 Total lease costs $ 834 $ 711 $ 185 The following table summarizes payments associated with obligations under operating leases, reported as Net cash provided by operating activities on the accompanying Consolidated Statements of Cash Flows: For the Year Ended December 31, (in thousands) 2021 2020 2019 Operating lease payments $ 804 $ 666 $ 158 Estimated future lease payments required under non-cancelable (in thousands) 2022 $ 723 2023 539 2024 153 2025 155 2026 157 Thereafter 3,620 Total undiscounted cash flows 5,347 Less imputed interest (2,777 ) Lease liabilities $ 2,570 The above rental payments include future minimum lease payments due during the initial lease terms. Such amounts exclude any contingent amounts associated with percentage rent that may become due in future periods. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events On January 14, 2022, the Company paid distributions totaling $45.8 million. On February 17, 2022, the Board of Directors declared a quarterly distribution of $0.265 per share on the Company’s common stock and OP Units for the first quarter of 2022, which will be payable on or before April 15, 2022 to stockholders and unit holders of record as of March 31, 2022. Subsequent to December 31, 2021, the Company continued to expand its operations through the acquisition of additional rental property and associated intangible assets and liabilities. The Company acquired approximately $ 25.6 million of rental property and associated intangible assets and liabilities (see Note 5). On January 28, 2022, the Subsequent to December 31, 2021, the Company paid down $17.0 million, and borrowed $37.0 million on the Revolving Credit Facility, the proceeds of which were used to fund acquisitions and for other general corporate purposes. Through February 22, 2022, the Company issued 1,051,000 shares of common stock at a weighted average sale price of $24.10 per share under the ATM Program. The net proceeds, after deducting $0.4 million of commissions and other offering costs, were $25.0 million. |
Schedule III - Real Estate Asse
Schedule III - Real Estate Assets and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2021 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Schedule III - Real Estate Assets and Accumulated Depreciation | Broadstone Net Lease, Inc. and Subsidiaries Schedule III – Real Estate Assets and Accumulated Depreciation As of December 31, 2021 (in thousands) Initial Costs to Costs Capitalized Gross Amount at Which Carried at Accumulated Date of Date Life on is Computed Property Type Encumbrance Land Buildings and Land Improvements Land Buildings and Total(B) Industrial Manufacturing $ — $ 111,511 $ 487,861 $ — $ 9,087 $ 111,511 $ 496,948 $ 608,459 $ 59,597 1932-2021 2011-2021 15-39 Distribution & Warehouse 7,500 95,356 565,182 4,511 1,834 99,867 567,016 666,883 50,798 1929-2021 2012-2021 15-39 Food Processing 6,249 24,668 264,695 — 2,700 24,668 267,395 292,063 27,827 1907-2020 2012-2021 15-39 Flex and R&D 46,760 57,118 155,150 — 4 57,118 155,154 212,272 18,130 1982-2018 2013-2019 15-39 Cold Storage 19,557 11,638 154,542 — 68 11,638 154,610 166,248 17,375 1933-2017 2017-2018 7-39 Services — 51,531 40,327 — 3,680 51,531 44,007 95,538 4,156 1960-2020 2013-2021 15-39 Healthcare Clinical — 31,837 273,566 557 10,182 32,394 283,748 316,142 47,300 1970-2018 2010-2021 15-39 Healthcare Services — 21,160 137,863 (145 ) 508 21,015 138,371 159,386 9,900 1982-2020 2009-2021 15-39 Animal Health Services — 15,943 111,107 — (635 ) 15,943 110,472 126,415 11,404 1954-2017 2015-2021 15-39 Surgical — 9,942 117,006 290 135 10,232 117,141 127,373 16,401 1984-2011 2014-2021 15-39 Life Science — 10,306 78,056 — 1,212 10,306 79,268 89,574 12,550 1965-2016 2011-2018 15-39 Untenanted — 251 3,821 — 1 251 3,822 4,073 343 2006 2018 15-39 Restaurant Quick Service Restaurants — 49,683 239,382 197 3,650 49,880 243,032 292,912 42,108 1965-2020 2009-2020 15-39 Casual Dining — 36,120 222,836 — 12 36,120 222,848 258,968 34,062 1972-2014 2011-2021 15-39 Retail General Merchandise 17,094 61,833 198,862 — 17 61,833 198,879 260,712 11,839 2003-2019 2016-2021 15-39 Automotive — 32,460 121,643 — 18 32,460 121,661 154,121 17,629 1909-2019 2014-2021 7-39 Home Furnishings — 3,625 90,644 — 5 3,625 90,649 94,274 11,548 1974-2014 2017-2018 15-39 Untenanted — 63 2,152 — — 63 2,152 2,215 83 1991 2017 15-39 Office Corporate Headquarters — 13,027 95,721 — 1,810 13,027 97,531 110,558 10,836 1965-2008 2012-2021 15-39 Strategic Operations — 7,723 90,130 — 8,858 7,723 98,988 106,711 14,577 1984-2012 2016-2017 7-39 Call Center — 4,169 45,814 — 10,228 4,169 56,042 60,211 11,678 1979-2001 2010-2019 15-39 Acquisitions in Process (C) — — 83 — — — 83 83 — Total (D) 97,160 649,964 3,496,443 5,410 53,374 655,374 3,549,817 4,205,191 430,141 Notes: (A) The initial cost to the Company represents the original purchase price of the property (see Note 5). (B) The aggregate cost of real estate owned as of December 31, 2021 for U.S. federal income tax purposes was approximately $4.4 billion. (C) Acquisition costs in progress represents costs incurred during the year ended December 31, 2021 related to asset acquisitions expected to close during the year ended December 31, 2022. (D) This schedule excludes properties subject to leases that are classified as direct financing leases, sales-type leases, as well as the value of right-of-use assets recorded on certain of the properties where the Company is lessee under a ground lease. Change in Total Real Estate Assets For the Year Ended December 31, 2021 2020 2019 Balance, beginning of period $ 3,704,488 $ 3,686,444 $ 2,848,735 Acquisitions and building improvements 613,646 108,868 984,760 Dispositions (109,761 ) (69,941 ) (143,688 ) Impairment (3,182 ) (20,883 ) (3,363 ) Balance, end of period $ 4,205,191 $ 3,704,488 $ 3,686,444 Change in Accumulated Depreciation For the Year Ended December 31, 2021 2020 2019 Balance, beginning of period $ 349,977 $ 271,044 $ 206,989 Acquisitions and building improvements 100,878 93,741 83,797 Dispositions (19,543 ) (12,369 ) (19,317 ) Impairment (1,171 ) (2,439 ) (425 ) Balance, end of period $ 430,141 $ 349,977 $ 271,044 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The 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 kick-out The portion of the OP not owned by the Corporation is presented as non-controlling |
Basis of Accounting | Basis of Accounting The Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Use of Estimates | Use of Estimates The preparation of 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 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 provisions for uncollectible rent and credit losses, 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. |
Investment in Rental Property | Investment in Rental Property Rental property accounted for under operating leases is recorded at cost. Rental property accounted for under direct financing leases and sales-type leases are recorded at its net investment, which generally represents the cost of the property at the inception of the lease. The Company accounts for its acquisitions of real estate as asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations The Company allocates the purchase price of investments in rental property accounted for as asset acquisitions based on the relative fair value of the assets acquired and liabilities assumed. These generally include tangible assets, consisting of land and land improvements, buildings and other improvements, and equipment, and identifiable intangible assets and liabilities, including the value of in-place Estimated fair value determinations are based on management’s judgment, which considers various factors including real estate market conditions, industry conditions that the tenant operates in, and characteristics of the real estate and/or real estate appraisals. The estimated fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant. The as-if-vacant lease-up The estimated fair value of acquired in-place in-place non-cancellable Acquired above-market and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the differences between the contractual amounts to be paid pursuant to the in-place in-place Should a tenant terminate its lease, the unamortized portion of the in-place Management estimates the fair value of assumed mortgages payable based upon indications of then-current market pricing for similar types of debt with similar maturities. Assumed mortgages are initially recorded at their estimated fair value as of the assumption date, and the difference between such estimated fair value and the notes’ outstanding principal balance is amortized to interest expense over the remaining term of the debt. Expenditures for significant betterments and improvements are capitalized. Maintenance and repairs are charged to expense when incurred. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized. Real estate taxes, interest costs, and leasing and development costs incurred during construction periods are capitalized. Capitalization is based on qualified expenditures and interest rates. Capitalized real estate taxes, interest costs, and leasing and development costs are amortized over lives which are consistent with the related assets. There were no capitalized interest or real estate taxes during the years ended December 31, 2021, 2020, and 2019. |
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 December 31, 2021, 2020, and 2019, 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 Year Ended (in thousands, except number of properties) 2021 2020 2019 Number of properties 7 7 4 Impairment charge $ 28,208 $ 19,077 $ 3,452 During the year ended December 31, 2021, an office tenant of the Company executed an early lease termination at 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 Company recognized the termination fee income, net of $1.5 million write-off Lease Termination Fee Income result of the early lease termination, the Company accelerated the amortization of the remaining lease intangibles, recognizing $0.3 million in Lease revenues, net and $4.0 million in Depreciation and amortization in the Consolidated Statements of Income and Comprehensive Income. The Company sold the underlying vacant properties for an aggregate sales price of $16.0 million, and incurred sales expenses of $0.7 million. The properties’ carrying value, net of the fully amortized lease intangibles, was $41.1 million, resulting in a $25.7 million loss on sale of the properties. As the lease termination income was recognized separate from the sale of the underlying properties, the $35.0 million cash receipt was not able to be factored into the properties’ future undiscounted cash flows, and the properties were immediately deemed impaired. As such, the Company recognized the loss as an impairment charge in the Consolidated Statements of Income and Comprehensive Income. The following summarizes the impact of the above transactions, together with the corresponding financial statement line item: (in thousands) Lease revenues, net Lease termination fee $ 35,000 Write-off (1,496 ) Accelerated amortization of above-market and below-market lease intangibles 289 33,793 Depreciation and amortization Accelerated amortization of in-place (4,046 ) Provision for impairment of investment in rental properties Loss on sale (25,746 ) Total impact to net income $ 4,001 The remaining impairments recognized during the year ended December 31, 2021 were immaterial. During the year ended December 31, 2020, impairment indicators primarily included changes in the Company’s long-term hold strategy with respect to the individual properties, which was due in part to unfavorable market trends resulting from the COVID-19 re-lease |
Lease Termination Fee Income | Lease Termination Fee Income The Company recognizes lease termination fee income as other income from real estate transactions, a component of Lease revenues, net, when all conditions of the termination agreement have been met, and collection of the lease termination fee is probable. If the tenant immediately vacates the property upon satisfying the conditions of the termination agreement, the Company recognizes the lease termination fee income net of accrued rental income associated with the lease immediately, as other income from real estate transactions, a component of Lease revenues, net, in the Consolidated Statement of Income and Comprehensive Income. |
Investments in Rental Property Held for Sale | Investments in Rental Property Held for Sale The Company classifies investments in rental property as held for sale when all of the following criteria are met: (i) management commits to a plan to sell the property, (ii) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of investment properties, (iii) an active program to locate a buyer and conduct other actions required to complete the sale has been initiated, (iv) the sale of the property is probable in occurrence and is expected to qualify as a completed sale, (v) the property is actively marketed for sale at a sale price that is reasonable in relation to its fair value, and (vi) actions required to complete the sale indicate that it is unlikely that any significant changes will be made or that the plan to sell will be withdrawn. For properties classified as held for sale, the Company suspends depreciation and amortization of the related assets, including the acquired in-place |
Sales of Real Estate | Sales of Real Estate Under ASU 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets non-customers, non-financial non-financial non-financial If the Company determines that it did not transfer control of the non-financial The Company presents discontinued operations if disposals of properties represent a strategic shift in operations. Those strategic shifts would need to have a major effect on the Company’s operations and financial results in order to meet the definition. For the years ended December 31, 2021, 2020, and 2019, the Company did not have property dispositions that qualified as discontinued operations. |
Depreciation | Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which are as follows: Land improvements 15 years Buildings and improvements 15 Equipment 7 years |
Leasing Fees | Leasing Fees Leasing fees represent costs incurred to lease properties to tenants and are capitalized as they are incremental costs of a lease that would not have been incurred if the lease had not been obtained. Leasing fees are amortized using the straight-line method over the term of the lease to which they relate, which range from 4 to 25 years. |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investments with an original maturity at date of acquisition of three months or less, including money market funds. The Company estimates that the fair value of cash equivalents approximates the carrying value due to the relatively short maturity of these instruments. |
Restricted Cash | Restricted Cash Restricted cash 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 Consolidated Balance Sheets. Restricted cash consisted of the following: December 31, (in thousands) 2021 2020 Escrow funds and other $ 6,100 $ 7,852 Undistributed 1031 proceeds — 2,390 $ 6,100 $ 10,242 |
Revenue Recognition | Revenue Recognition The Company accounts for leases in accordance with ASC 842, Leases Certain of the Company’s leases require tenants to pay rent based upon a percentage of the property’s net sales (“percentage rent”) or contain rent escalators indexed to future changes in the Consumer Price Index (“CPI”). Lease income associated with such provisions, absent the existence of a floor, are considered variable lease income and are not included in the initial measurement of the lease receivable, or in the calculation of straight-line rent revenue. Such amounts are recognized as income when the amounts are determinable. A lease is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee at the end of the lease term, (ii) the lessee has a purchase option that is reasonably expected to be exercised, (iii) the lease term is for a major part of the economic life of the leased property, (iv) the present value of the future lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the leased property, and (v) the leased property is of such a specialized nature that it is expected to have no future alternative use to the Company at the end of the lease term. Prospectively, upon adoption of ASC 842 on January 1, 2019, if one or more of these criteria are met, the lease will generally be classified as a sales-type lease, unless the lease contains a residual value guarantee from a third party other than the lessee, in which case it would be classified as a direct financing lease under certain circumstances. Prior to the adoption of ASC 842, a lease that was not an operating lease would be accounted for as a direct financing lease. The Company accounts for the right to use land as a separate lease component, unless the accounting effect of doing so would be insignificant. Determination of significance requires management judgment. In determining whether the accounting effect of separately reporting the land component from other components for its real estate leases is significant, the Company assesses: (i) whether separating the land component impacts the classification of any lease component, (ii) the value of the land component in the context of the overall contract, and (iii) whether the right to use the land is coterminous with the rights to use the other assets. Revenue recognition methods for operating leases, direct financing leases, and sales-type leases are described below: Rental property accounted for under operating leases non-cancelable rental income earned and the cash rent due under the provisions of the lease is recorded as Accrued rental income on the Consolidated Balance Sheets. If the Company determines that collectability of the lease payments is not probable, the Company records an adjustment to Lease revenues, net to reduce cumulative income recognized since lease commencement to the amount of cash collected from the lessee. Future revenue recognition is limited to amounts paid by the lessee. Rental property accounted for under direct financing leases Rental property accounted for under sales-type leases Certain of the Company’s lease contracts contain nonlease components ( e.g. i.e. In April 2020, the FASB staff issued a question and answer document (the “Lease Modification Q&A”) that focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 COVID-19 COVID-19 |
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 Consolidated Balance Sheets. Rent received in advance consisted of the following: December 31, (in thousands) 2021 2020 Rent received in advance $15,162 $13,651 |
Goodwill | Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and it assigned to one or more reporting units. The Company evaluates goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. The Company’s annual testing date is November 30. The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not likely-than-not When the Company performs a quantitative test of goodwill for impairment, it compares the carrying value of its reporting unit with its fair value. If the fair value of the reporting unit exceeds its carrying amount, the Company does not consider goodwill to be impaired and no further analysis would be required. If the fair value is determined to be less than its carrying value, the amount of goodwill impairment equals the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company determined that it has one reporting unit, consistent with its segment reporting analysis, which includes the acquisition, leasing, and ownership of net leased properties (i.e., the consolidated entity). When necessary to perform the quantitative test for goodwill impairment, the Company’s estimate of fair value is determined using a market approach, leveraging assumptions such as the fair value of our equity, and consideration of a control premium, if necessary, which includes an analysis of similar market transactions. While the Company believes the assumptions used to estimate the fair value of its reporting unit are reasonable, changes in these assumptions may have a material impact on the Company’s financial results. Based on the results of its annual goodwill impairment test on November 30, 2021 and 2020, the Company concluded that goodwill was not impaired. |
Provision for Uncollectible Rent | Provision for Uncollectible Rent In accordance with ASC 842, Leases The following table summarizes the changes in the provision for uncollectible rent: For the Year Ended December 31, (in thousands) 2021 2020 2019 Beginning balance $ 201 $ — $ 2,086 Provision for uncollectible rent, net (101 ) 2,073 441 Write-offs — (1,872 ) (2,527 ) Ending balance $ 100 $ 201 $ — |
Tenant and Capital Reserves | Tenant and Capital Reserves The terms of certain of the Company’s operating leases require the establishment of tenant and capital reserves. Under the tenant reserve requirements, tenant-funded amounts are deposited into an escrow account, to be used to fund certain costs to maintain the rental properties. Under the capital reserve lease requirements, the tenants are required to pay additional amounts into an escrow account to fund capital improvements, replacements, and repairs made to the properties. The Company has no obligation to fund capital improvements beyond these reserve balances. The balances of the tenant and capital reserves are included in Accounts payable and other liabilities on the Consolidated Balance Sheets and are as follows: December 31, (in thousands) 2021 2020 Tenant reserve $ 1,217 $ 1,070 Capital reserve 1,020 1,001 $ 2,237 $ 2,071 The corresponding cash balances are recorded in Prepaid expenses and other assets on the Consolidated Balance Sheets. |
Debt Issuance Costs | Debt Issuance Costs In accordance with ASC 835, Interest, Debt issuance costs incurred in connection with the Company’s unsecured revolving credit facility, mortgages, unsecured term loans and senior unsecured notes have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. |
Earnout Liability | Earnout Liability The Company’s earnout liability was payable in four tranches, in a combination of cash, common shares, and OP Units, in the same proportion as the initial consideration paid in the Internalization (see Note 4). The common shares and OP Units payable under the arrangement were originally subject to a redemption rights agreement, whereby holders of the common shares and OP Units had the right to require the Company to repurchase any or all of the common shares or OP Units if an IPO had not occurred on or before December 31, 2020 (see discussion of the redemption rights agreement in Note 4). The common shares and OP Units were deemed to be freestanding financial instruments that, at inception, embodied an obligation to repurchase the Company’s common shares and OP Units, and therefore were initially classified as liabilities together with the cash portion of the earnout, and recorded in Earnout liability on the Consolidated Balance Sheets as part of the purchase price allocation. The fair value of the earnout liability was remeasured each reporting period, with changes recorded as Change in fair value of earnout liability in the Consolidated Statements of Income and Comprehensive Income. Upon completion of the IPO in September 2020, the redemption rights with respect to the common shares and OP Units terminated, and the $18.4 million fair value of the 725,988 shares of common stock and 1,239,506 OP Units associated with the third and fourth earnout tranches as of the date of the IPO, was reclassified to equity as a component of Additional paid-in Non-controlling paid-in Non-controlling |
Mezzanine Equity | Mezzanine Equity The Company issued common shares and OP Units as base consideration for the Internalization, each of which were subject to a redemption rights agreement, where the common shares (“mezzanine equity common stock”) and OP Units (“mezzanine equity non-controlling non-controlling The Company subsequently recorded mezzanine equity common stock at redemption value each reporting period, with changes in carrying value recorded as a component of Additional paid-in The Company subsequently recorded mezzanine equity non-controlling non-controlling non-controlling paid-in The rights under the redemption rights agreement terminated effective with the IPO and the applicable common shares and OP Units were reclassified to permanent equity in 2020 (see discussion of redemption rights agreement in Note 4). |
Derivative Instruments | Derivative Instruments The Company uses interest rate swap agreements to manage risks related to interest rate movements. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value. ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting and Hedging Activities, 2017-12, When an existing cash flow hedge is terminated, the Company determines the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive loss based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings. If the Company determines that the hedged forecasted transaction is probable of occurring during the original period, the accumulated gain or loss is reclassified into earnings over the remaining life of the cash flow hedge using a straight-line method. If the Company determines that the hedged forecasted transaction is not probable of occurring during the original period, the entire amount of accumulated gain or loss is reclassified into earnings at such time. The Company documents its risk management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. The Company’s interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate. |
Property Loss and Insurance Recoveries | Property Loss and Insurance Recoveries Property losses, whether full or partial, are accounted for using a combination of impairment, insurance, and revenue recognition guidance prescribed by GAAP. Upon incurring a loss event, the Company evaluates for asset impairment under ASC 350, Intangibles—Goodwill and Other, Property, Plant, and Equipment. Under the terms of the lease agreements with tenants, in the case of full or partial loss to a property, the tenant has an obligation to restore/rebuild the premises as nearly as possible to its value, condition and character immediately prior to such event. To mitigate the risk of loss, the Company requires tenants to maintain general liability insurance policies on the replacement value of the properties. Based on these considerations, the Company follows the guidance in ASC 610-30, Other Income —Gains and Losses on Involuntary Conversions, i.e. i.e. 610-30, 450-30, Gain Contingencies. non-refundable |
Non-controlling Interests | Non-controlling Non-controlling The Company adjusts the carrying value of non-controlling paid-in Non-controlling |
Segment Reporting | Segment Reporting The Company currently operates in a single reportable segment, which includes the acquisition, leasing, and ownership of net leased properties. The Company’s chief operating decision maker assesses, measures, and reviews the operating and financial results at the consolidated level for the entire portfolio, and therefore, each property or property type is not considered an individual operating segment. The Company does not evaluate the results of operations based on geography, size, or property type. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, The standard describes three levels of inputs that may be used to measure fair value: Level 1 available-for-sale Level 2 Level 3 The Company has estimated that the carrying amount reported on the Consolidated Balance Sheets for Cash and cash equivalents, Prepaid expenses and other assets, Tenant and other receivables, net, Accrued interest payable, and Accounts payable and other liabilities, and Dividends payable approximates their fair values due to their short-term nature. Recurring Fair Value Measurements Interest Rate Swap Assets and Liabilities— Interest rate swaps are derivative instruments that have no quoted readily available Level 1 inputs, and therefore are measured at fair value using inputs that are directly observable in active markets and are classified within Level 2 of the valuation hierarchy, using an income approach. Specifically, the fair value of the interest rate swaps is determined using a discounted cash flow analysis on the expected future cash flows of each instrument. This analysis utilizes observable market data including yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the interest rate swaps are then discounted using calculated discount factors developed based on the overnight indexed swap (“OIS”) curve and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its interest rate swaps utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. At December 31, 2021 and 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its interest rate swap valuations in their entirety are appropriately classified within Level 2 of the fair value hierarchy. Earnout Liability 40-day The Company utilized third-party valuation experts to assist in estimating the fair value of the earnout liability, and developed estimates by considering weighted-average probabilities of likely outcomes, and using a Monte Carlo simulation and discounted cash flow analysis. These estimates required the Company to make various assumptions about share price volatility and, prior to the IPO, about the timing of an IPO and net asset prices, each of which are unobservable and considered Level 3 inputs in the fair value hierarchy. A change in these inputs to a different amount could have resulted in a significantly higher or lower fair value measurement at the reporting date. Specifically, advancements in the estimated IPO date assumption increased the earnout liability’s fair value given the earnout’s fixed time horizon. Peer share price volatilities were used to estimate the Company’s expected share price volatility, and the Company’s corresponding ability to achieve the earnout targets. Increases in the volatility assumption would increase the earnout liability’s fair value. Increases in net asset values would also increase the earnout liability’s fair value. The Company achieved all four VWAP milestones applicable to the earnout thereby triggering the payout of all earnout tranches during the year ended December 31, 2021, and therefore no remaining earnout liability was recorded at December 31, 2021. The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of December 31, 2020: Significant Unobservable Inputs Weighted Average Range Peer stock price volatility 40.0 % 25.92% - 55.90% The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of February 7, 2020, which was the date of the Internalization: Significant Unobservable Inputs Weighted Average Range Expected IPO date April 15, 2020 March 2020 through May 2020 Peer stock price volatility 20.0% 16.22% to 23.09% Company’s net asset value per diluted share $21.30 (a) (a) The Company’s net asset value per diluted share was primarily based on the fair value of its real estate investment portfolio, together with the fair value of its other assets and liabilities. The fair value of the Company’s real estate investment portfolio as of the measurement date was determined using market capitalization rates that ranged between 6.05% and 7.09%. The following table presents a reconciliation of the change in the earnout liability: For the Year Ended December 31, (in thousands) 2021 2020 Beginning balance $ 7,509 $ — Allocation of Internalization purchase price at February 7, 2020 — 40,119 Change in fair value subsequent to Internalization 5,539 (1,800 ) Reclassification as a component of additional paid-in non-controlling — (30,810 ) Payout of tranches earned (13,048 ) — Ending balance $ — $ 7,509 The balances of financial instruments measured at fair value on a recurring basis are as follows (see Note 11): December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ (27,171 ) $ — $ (27,171 ) $ — December 31, 2020 Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ (72,103 ) $ — $ (72,103 ) $ — Earnout liability (7,509 ) — — (7,509 ) Long-term Debt The following table summarizes the carrying amount reported on the 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: December 31, (in thousands) 2021 2020 Carrying amount $ 1,699,160 $ 1,547,667 Fair value 1,785,701 1,679,188 Non-recurring The Company’s non-recurring |
Income Taxes | Income Taxes The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with its taxable year ended December 31, 2008. The Company believes it is organized and operates in such a manner as to qualify for treatment as a REIT, and intends to operate in the foreseeable future in such a manner so that it will remain qualified as a REIT for U.S. federal income tax purposes. Accordingly, the Company is not subject to U.S. federal corporate income tax to the extent its dividends paid deduction exceeds its taxable income, as defined in the Code. Accordingly, no provision has been made for U.S. federal income taxes in the accompanying Consolidated Financial Statements. The Company has a wholly-owned subsidiary that elected to be treated as a taxable REIT subsidiary (“TRS”) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates when due. The Company is subject to state and local income or franchise taxes and foreign taxes in certain jurisdictions in which some of its properties are located and records these within Income taxes in the accompanying Consolidated Statements of Income and Comprehensive Income when due. The Company is required to file income tax returns with federal, state, and Canadian taxing authorities. At December 31, 2021, the Company’s U.S. federal and state income tax returns remain subject to examination by the respective taxing authorities for the 2018 through 2020 tax years. The Company recognizes and measures uncertain tax positions using a two-step more-likely-than-not The Company has determined that it has no uncertain tax positions at December 31, 2021 and 2020, or for the years ended December 31, 2021, 2020, and 2019, which include the tax status of the Company. Interest and penalties related to income taxes are charged to tax expense during the year in which they are incurred. |
Taxes Collected From Tenants and Remitted to Governmental Authorities | Taxes Collected From Tenants and Remitted to Governmental Authorities A majority of the Company’s properties are leased on a net basis, which provides that the tenants are responsible for the payment of property operating expenses, including, but not limited to, property taxes, maintenance, insurance, repairs, and capital costs, during the lease term. The Company records such expenses on a net basis. In other situations, the Company may collect property taxes from its tenants and remit those taxes to governmental authorities. Taxes collected from tenants and remitted to governmental authorities are presented on a gross basis, where amounts billed to tenants are included in Lease revenues, net and the corresponding expense is included in Property and operating expense in the accompanying Consolidated Statements of Income and Comprehensive Income. |
Right-of-Use Assets and Lease Liabilities/Rental Expense | Right-of-Use The Company is a lessee under non-cancelable right-of-use payments to be made under the lease, discounted using estimates based on observable market factors. The right-of-use right-of-use right-of-use Right-of-use December 31, (in thousands) Financial Statement Presentation 2021 2020 Right use Prepaid expenses and other assets $ 3,099 $ 3,075 Lease liabilitie Accounts payable and other liabilities 2,570 2,659 Rental Expense Rental expense associated with operating leases is recorded on a straight-line basis over the term of each lease, for leases that have fixed and measurable rent escalations. The difference between rental expense incurred on a straight-line basis and the cash rental payments due under the provisions of the lease is recorded as part of the right-of-use |
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”). The Company accounts for stock-based incentives in accordance with ASC 718, Compensation—Stock Compensation |
Earnings per Share | Earnings per Share Earnings per common share has been computed pursuant to the guidance in ASC Topic 260, Earnings Per Share, non-forfeitable two-class two-class accumulated) and participation rights in undistributed earnings. In accordance with the two-class |
Recently Adopted Accounting Standards and Other Recently Issued Accounting Standards | Recently Adopted Accounting Standards In January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-01, Reference Rate Reform (Topic 848): Scope 2021-01 2021-01 2021-01 Other Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) 815-40): 2020-06 2020-06 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity if-converted 2020-06 two-class 2020-06 |
Reclassifications [Text Block] | Reclassifications The Company reclassified $961.3 million of Unsecured term notes, net at December 31, 2020 to Unsecured term loans, net at December 31, 2021 and $472.5 million of Unsecured term notes, net at December 31, 2020 to Senior unsecured notes, net at December 31, 2021 on the Consolidated Balance Sheets, to conform with the current period presentation. The reclassifications are changes from one acceptable presentation to another acceptable presentation. The Company disaggregated $39.3 million of Accounts payable and other liabilities to a separate financial statement line item Dividends payable on the Consolidated Balance Sheets at December 31, 2020, to conform with the current period presentation. The reclassification is a change from one acceptable presentation to another acceptable presentation. The components of investment in rental property accounted for using the operating method were previously combined and reported as assets accounted for using the operating method, net of accumulated depreciation on the Consolidated Balance Sheets with separate footnote disclosure of the disaggregated balances. The components of investment in rental property accounted for using the operating method were disaggregated to conform with the current period presentation, which is a change from one acceptable presentation to another acceptable presentation, as follows: As originally reported (in thousands) December 31, 2020 Assets Accounted for using the operating method, net of accumulated depreciation $ 3,354,511 As revised (in thousands) December 31, 2020 Assets Accounted for using the operating method: Land $ 555,748 Land improvements 279,360 Buildings and improvements 2,857,510 Equipment 11,870 Total accounted for using the operating method 3,704,488 Less accumulated depreciation (349,977 ) Accounted for using the operating method, net $ 3,354,511 |
Business Description (Tables)
Business Description (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, 2021 December 31, 2020 December 31, 2019 (in thousands) Shares of OP Total Shares of OP Total Shares of OP Total Ownership interest 162,383 10,323 172,706 145,609 11,399 157,008 104,006 6,948 110,954 Percent Ownership of OP 94.0 % 6.0 % 100.0 % 92.7 % 7.3 % 100.0 % 93.7 % 6.3 % 100.0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Impairment Charges | 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 Year Ended (in thousands, except number of properties) 2021 2020 2019 Number of properties 7 7 4 Impairment charge $ 28,208 $ 19,077 $ 3,452 |
Summary of Lease Revenue And Depreciation And Amortization | The following summarizes the impact of the above transactions, together with the corresponding financial statement line item: (in thousands) Lease revenues, net Lease termination fee $ 35,000 Write-off (1,496 ) Accelerated amortization of above-market and below-market lease intangibles 289 33,793 Depreciation and amortization Accelerated amortization of in-place (4,046 ) Provision for impairment of investment in rental properties Loss on sale (25,746 ) Total impact to net income $ 4,001 |
Summary of Estimated Useful Life of Asset | Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which are as follows: Land improvements 15 years Buildings and improvements 15 Equipment 7 years |
Summary of Restricted Cash | Restricted cash consisted of the following: December 31, (in thousands) 2021 2020 Escrow funds and other $ 6,100 $ 7,852 Undistributed 1031 proceeds — 2,390 $ 6,100 $ 10,242 |
Summary of Rents 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 Consolidated Balance Sheets. Rent received in advance consisted of the following: December 31, (in thousands) 2021 2020 Rent received in advance $15,162 $13,651 |
Summary of Changes in the Provisions for Uncollectible Rent | The following table summarizes the changes in the provision for uncollectible rent: For the Year Ended December 31, (in thousands) 2021 2020 2019 Beginning balance $ 201 $ — $ 2,086 Provision for uncollectible rent, net (101 ) 2,073 441 Write-offs — (1,872 ) (2,527 ) Ending balance $ 100 $ 201 $ — |
Summary of Tenant and Capital Reserves | The balances of the tenant and capital reserves are included in Accounts payable and other liabilities on the Consolidated Balance Sheets and are as follows: December 31, (in thousands) 2021 2020 Tenant reserve $ 1,217 $ 1,070 Capital reserve 1,020 1,001 $ 2,237 $ 2,071 |
Summary of Significant Unobservable Inputs Used to Estimate Fair Value of Earnout Liability | The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of December 31, 2020: Significant Unobservable Inputs Weighted Average Range Peer stock price volatility 40.0 % 25.92% - 55.90% The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of February 7, 2020, which was the date of the Internalization: Significant Unobservable Inputs Weighted Average Range Expected IPO date April 15, 2020 March 2020 through May 2020 Peer stock price volatility 20.0% 16.22% to 23.09% Company’s net asset value per diluted share $21.30 (a) |
Summary of Reconciliation of Change in Earnout Liability | The following table presents a reconciliation of the change in the earnout liability: For the Year Ended December 31, (in thousands) 2021 2020 Beginning balance $ 7,509 $ — Allocation of Internalization purchase price at February 7, 2020 — 40,119 Change in fair value subsequent to Internalization 5,539 (1,800 ) Reclassification as a component of additional paid-in non-controlling — (30,810 ) Payout of tranches earned (13,048 ) — Ending balance $ — $ 7,509 |
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): December 31, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ (27,171 ) $ — $ (27,171 ) $ — December 31, 2020 Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ (72,103 ) $ — $ (72,103 ) $ — Earnout liability (7,509 ) — — (7,509 ) |
Summary of Carrying Amount Reported on Consolidated Balance Sheets | The following table summarizes the carrying amount reported on the 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: December 31, (in thousands) 2021 2020 Carrying amount $ 1,699,160 $ 1,547,667 Fair value 1,785,701 1,679,188 |
Summary of Right-of-Use Assets And Lease Liabilities Associated With Operating Leases Included In Consolidated Balance Sheets | Right-of-use December 31, (in thousands) Financial Statement Presentation 2021 2020 Right use Prepaid expenses and other assets $ 3,099 $ 3,075 Lease liabilitie Accounts payable and other liabilities 2,570 2,659 |
Schedule of Reclassification | As originally reported (in thousands) December 31, 2020 Assets Accounted for using the operating method, net of accumulated depreciation $ 3,354,511 As revised (in thousands) December 31, 2020 Assets Accounted for using the operating method: Land $ 555,748 Land improvements 279,360 Buildings and improvements 2,857,510 Equipment 11,870 Total accounted for using the operating method 3,704,488 Less accumulated depreciation (349,977 ) Accounted for using the operating method, net $ 3,354,511 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Related Party Transactions | Total fees incurred under the Property Management Agreement and Asset Management Agreement were as follows: (in thousands) For the Year Ended December 31, Type of Fee Financial Statement Presentation 2021 2020 (a) 2019 Asset management fee Asset management fees $— $2,461 $21,863 Property management fee Property management fees — 1,275 8,256 Total management fee expense — 3,736 30,119 Marketing fee (offering costs) Additional paid-in — — 1,649 Acquisition fee Capitalized as a component of assets acquired — — 10,319 Leasing fee and re-leasing Leasing fees, net — — 843 Disposition fee Gain on sale of real estate — 109 1,765 Total management fees $— $3,845 $44,695 (a) Fees were payable under the Property Management Agreement and Asset Management Agreement from January 1, 2020 through February 6, 2020. The Internalization was effective February 7, 2020. |
Internalization (Tables)
Internalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Internalization [Abstract] | |
Schedule of Base Consideration | The consideration paid at closing of the Internalization is summarized in the following table: (in thousands) Issuance of 3,124 shares of common stock $ 66,376 Issuance of 5,278 OP Units 112,159 Cash 30,981 Base consideration 209,516 Initial estimate of fair value of earnout liability 40,119 Total consideration $ 249,635 |
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) Tranche Shares of Issued OP Units Issued Cash Paid 40-Day VWAP of a 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. |
Summary of Allocation of Purchase Price | The following table summarizes the Company’s allocation of the purchase price associated with the Internalization: (in thousands) Prepaid expenses and other assets $ 1,336 Right-of-use 1,898 Goodwill 339,769 Accounts payable and other liabilities (986 ) Operating lease liabilities (1,898 ) Debt (90,484 ) $ 249,635 |
Schedule of Pro Forma Financial Information | The condensed pro forma financial information is as follows: For the Year Ended December 31, (in thousands) 2020 2019 Revenues $ 321,637 $ 298,815 Net income 60,783 99,636 |
Acquisitions of Rental Proper_2
Acquisitions of Rental Property (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions of Rental Property Closed | The Company closed on the following acquisitions during the year ended December 31, 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 (a ) 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 (b ) 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 October 1, 2021 Healthcare 1 3,306 October 22, 2021 Industrial 1 5,386 October 27, 2021 Retail 3 4,278 December 10, 2021 Retail 16 33,500 December 15, 2021 Industrial 1 16,000 December 15, 2021 Healthcare 1 6,000 December 16, 2021 Restaurant/Office 6 28,546 December 17, 2021 Retail 3 4,260 December 17, 2021 Industrial 1 16,000 December 22, 2021 Industrial 2 22,651 December 22, 2021 Healthcare 1 7,600 116 $ 659,231 (c) (a) Acquisition of additional land adjacent to an existing property. (b) Acquisition of land related to an existing property. (c) Acquisition price does not include capitalized acquisition costs of $5.8 million. The Company closed on the following acquisitions during the year ended December 31, 2020: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price November 13, 2020 Healthcare 1 $ 4,950 December 7, 2020 Industrial 8 28,000 December 23, 2020 Industrial 1 36,473 (d) December 28, 2020 Retail 1 5,150 December 29, 2020 Restaurant 7 13,189 December 30, 2020 Industrial 1 8,050 19 $ 95,812 (e) (d) Acquisition price excludes $4.5 million deposited in an escrow for the future purchase of the related land. The land purchase closed on July 2, 2021, and is included in the 2021 acquisitions. (e) Acquisition price does not include capitalized acquisition costs of $1.3 million. The Company closed on the following acquisitions during the year ended December 31, 2019: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price January 31, 2019 Healthcare 1 $ 4,747 March 12, 2019 Industrial 1 10,217 March 15, 2019 Retail 10 13,185 March 19, 2019 Retail 14 19,128 March 26, 2019 Industrial 1 25,801 April 30, 2019 Industrial 1 76,000 (f) May 21, 2019 Retail 2 6,500 May 31, 2019 Retail 1 3,192 June 7, 2019 Office 1 30,589 June 26, 2019 Industrial 2 11,180 July 15, 2019 Restaurant 1 3,214 July 15, 2019 Industrial 1 11,330 July 31, 2019 Healthcare 5 27,277 August 27, 2019 Industrial 1 4,404 August 29, 2019 Industrial/Office 23 735,740 September 17, 2019 Industrial 1 11,185 October 31, 2019 Retail/Healthcare 3 12,922 November 7, 2019 Restaurant 1 3,142 November 20, 2019 Retail 1 7,385 November 22, 2019 Industrial 1 6,500 November 27, 2019 Retail 2 8,243 74 $ 1,031,881 (g) (f) In conjunction with this acquisition, the Company assumed a mortgage with a principal balance of $49.8 million with an interest rate of 4.92% and a maturity date of February 2028 (g) Acquisition price does not include capitalized acquisition costs of $17.6 million. Subsequent to December 31, 2021, the Company closed on the following acquisitions (see Note 20): (in thousands, except number of properties) Date Property Number of Acquisition January 7, 2022 Retail 2 $ 2,573 February 10, 2022 Industrial 1 21,733 February 15,202 Retail 1 1,341 4 $ 25,647 |
Summary of Allocation of Purchase Price | The following table summarizes the purchase price allocation for completed real estate acquisitions: For the Year Ended December 31, (in thousands) 2021 2020 2019 Land $ 114,296 $ 17,403 $ 161,182 Land improvements 29,298 5,356 47,391 Buildings and improvements 469,113 64,116 772,998 Acquired in-place (h) 51,956 8,346 80,952 Acquired above-market leases (i) 211 1,717 2,800 Acquired below-market leases (j) — (428 ) (15,811 ) Right-of-use 663 — — Lease liability (481 ) — — Sales-type investments — 574 — Mortgage payable — — (49,782 ) $ 665,056 $ 97,084 $ 999,730 (h) The weighted average amortization period for acquired in-place (i) The weighted average amortization period for acquired above-market leases is 10 years, 1 year, and 18 years for acquisitions completed during the years ended December 31, 2021, 2020, and 2019, respectively. (j) The weighted average amortization period for acquired below-market leases is 10 years for acquisitions completed during each of the years ended December 31, 2020, and 2019. There were no |
Sale of Real Estate (Tables)
Sale of Real Estate (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Year Ended December 31, (in thousands, except number of properties) 2021 2020 2019 Number of properties disposed 31 24 49 Aggregate sale price $ 87,730 $ 81,039 $ 176,486 Aggregate carrying value (70,289 ) (62,528 ) (138,845 ) Additional sales expenses (3,918 ) (3,526 ) (7,727 ) Gain on sale of real estate $ 13,523 $ 14,985 $ 29,914 |
Investment in Rental Property_2
Investment in Rental Property and Lease Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Rental Property Subject to Non-cancelable Operating Leases | Depreciation expense on investment in rental property was as follows: For the Year Ended December 31, (in thousands) 2021 2020 2019 Depreciation $ 99,143 $ 93,679 $ 83,797 |
Estimated Lease Payments to be Received under Non-cancelable Operating Leases | Estimated lease payments to be received under non-cancelable (in thousands) 2022 $ 334,163 2023 338,889 2024 335,624 2025 328,914 2026 319,124 Thereafter 2,281,067 $ 3,937,781 |
Net Investment in Direct Financing Leases | The Company’s net investment in direct financing leases was comprised of the following: December 31, (in thousands) 2021 2020 Undiscounted estimated lease payments to be received $ 42,602 $ 45,782 Estimated unguaranteed residual values 15,203 15,203 Unearned revenue (28,893 ) (31,753 ) Reserve for credit losses (130 ) (166 ) Net investment in direct financing leases $ 28,782 $ 29,066 |
Direct Financing Leases, Lease Receivable Maturity | Undiscounted estimated lease payments to be received under non-cancelable (in thousands) 2022 $ 3,241 2023 3,304 2024 3,361 2025 3,475 2026 3,547 Thereafter 25,674 $ 42,602 |
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 Consolidated Statements of Income and Comprehensive Income: For the Year Ended December 31, (in thousands) 2021 2020 2019 Contractual rental amounts billed for operating leases $ 308,624 $ 281,998 $ 257,695 Adjustment to recognize contractual operating lease billings on a straight-line basis 19,847 25,200 22,109 Write-off (442 ) (4,235 ) — Variable rental amounts earned 768 743 152 Earned income from direct financing leases 2,909 3,355 4,018 Interest income from sales-type leases 58 5 — Operating expenses billed to tenants 17,462 15,845 14,614 Other income from real estate transactions (a) 33,549 799 668 Adjustment to revenue recognized for uncollectible rental amounts billed, net 101 (2,073 ) (441 ) Total Lease revenues, net $ 382,876 $ 321,637 $ 298,815 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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: December 31, (in thousands) 2021 2020 Lease intangibles: Acquired above-market leases $ 47,147 $ 54,616 Less accumulated amortization (16,807 ) (18,928 ) Acquired above-market leases, net 30,340 35,688 Acquired in-place 380,766 340,958 Less accumulated amortization (107,464 ) (85,733 ) Acquired in-place 273,302 255,225 Total Intangible lease assets, net $ 303,642 $ 290,913 Acquired below-market leases $ 105,310 $ 107,788 Less accumulated amortization (34,714 ) (28,135 ) Intangible lease liabilities, net $ 70,596 $ 79,653 Leasing fees $ 14,786 $ 15,462 Less accumulated amortization (5,145 ) (4,724 ) Leasing fees, net $ 9,641 $ 10,738 |
Schedule of Amortization of Intangible Lease Assets and Liabilities | Amortization of intangible lease assets and liabilities was as follows: (in thousands) For the Year Ended December 31, Intangible Financial Statement Presentation 2021 2020 2019 Acquired in-place Depreciation and amortization $ 32,857 $ 38,934 $ 25,021 Above-market and below-market leases Lease revenues, net 3,264 1,127 3,419 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization of all intangible assets and liabilities at December 31, 2021 is as follows: (in thousands) 2022 $ 25,289 2023 24,982 2024 24,222 2025 22,925 2026 21,576 Thereafter 123,693 $ 242,687 |
Unsecured Credit Agreements (Ta
Unsecured Credit Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Unsecured Credit Agreements | The following table summarizes the Company’s unsecured credit agreements: Outstanding Balance December 31, (in thousands, except interest rates) 2021 2020 Interest Rate (a) (b) Maturity Unsecured revolving credit facility $ 102,000 $ — one-month LIBOR (c) Sep. 2023 Unsecured term loans: 2022 Unsecured Term Loan 60,000 60,000 one-month LIBOR (d) Feb. 2022 2023 Unsecured Term Loan — 265,000 one-month LIBOR (e) Jan. 2023 (f) 2024 Unsecured Term Loan 190,000 190,000 one-month LIBOR (d) J un. 2024 2026 Unsecured Term Loan 400,000 450,000 one-month LIBOR (g) Feb. 2026 Total unsecured term loans 650,000 965,000 Unamortized debt issuance costs, net (3,329 ) (3,670 ) Total unsecured term loans, net 646,671 961,330 Senior unsecured notes: 2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84% Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09% Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19% Jul. 2030 2031 Senior Unsecured Public Notes 375,000 — 2.60% Sep. 2031 Total senior unsecured notes 850,000 475,000 Unamortized debt issuance costs and original issuance discount, net (6,199 ) (2,534 ) Total senior unsecured notes, net 843,801 472,466 Total unsecured debt, net $ 1,592,472 $ 1,433,796 (a) At December 31, 2021 and 2020, one-month (b) In January 2021, the Company received a cr e (c) At December 31, 2020, interest rate was one-month (d) At December 31, 2020, interest rate was one-month (e) At December 31, 2020, interest rate was one-month (f) The 2023 Unsecured Term Loan was paid in full with proceeds from the 2031 Senior Unsecured Public Notes in September 2021. (g) At December 31, 2020, interest rate was one-month |
Summary of Debt Issuance Cost Amortization | The following table summarizes debt issuance cost and original issuance discount amortization: For the Year Ended December 31, (in thousands) 2021 2020 2019 Debt issuance costs and original issuance discount amortization $ 3,854 $ 3,445 $ 2,685 |
Mortgages (Tables)
Mortgages (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Unsecured Credit Agreements | The following table summarizes the Company’s unsecured credit agreements: Outstanding Balance December 31, (in thousands, except interest rates) 2021 2020 Interest Rate (a) (b) Maturity Unsecured revolving credit facility $ 102,000 $ — one-month LIBOR (c) Sep. 2023 Unsecured term loans: 2022 Unsecured Term Loan 60,000 60,000 one-month LIBOR (d) Feb. 2022 2023 Unsecured Term Loan — 265,000 one-month LIBOR (e) Jan. 2023 (f) 2024 Unsecured Term Loan 190,000 190,000 one-month LIBOR (d) J un. 2024 2026 Unsecured Term Loan 400,000 450,000 one-month LIBOR (g) Feb. 2026 Total unsecured term loans 650,000 965,000 Unamortized debt issuance costs, net (3,329 ) (3,670 ) Total unsecured term loans, net 646,671 961,330 Senior unsecured notes: 2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84% Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09% Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19% Jul. 2030 2031 Senior Unsecured Public Notes 375,000 — 2.60% Sep. 2031 Total senior unsecured notes 850,000 475,000 Unamortized debt issuance costs and original issuance discount, net (6,199 ) (2,534 ) Total senior unsecured notes, net 843,801 472,466 Total unsecured debt, net $ 1,592,472 $ 1,433,796 (a) At December 31, 2021 and 2020, one-month (b) In January 2021, the Company received a cr e (c) At December 31, 2020, interest rate was one-month (d) At December 31, 2020, interest rate was one-month (e) At December 31, 2020, interest rate was one-month (f) The 2023 Unsecured Term Loan was paid in full with proceeds from the 2031 Senior Unsecured Public Notes in September 2021. (g) At December 31, 2020, interest rate was one-month |
Schedule of Estimated Future Principal Payments | Estimated future principal payments to be made under the above mortgage and the Company’s unsecured credit agreements (see Note 9) at December 31, 2021, are as follows: (in thousands) 2022 $ 62,906 2023 109,582 2024 199,760 2025 20,195 2026 416,843 Thereafter 889,874 $ 1,699,160 |
Secured Debt | |
Summary of Unsecured Credit Agreements | The Company’s mortgages consist of the following: (in thousands, except interest rates) Origination Date (Month/Year) Maturity Date (Month/Year) Interest Rate December 31, Lender 2021 2020 Wilmington Trust National Association Apr Feb-2 4.92% $ 46,760 $ 47,945 (a) (b) (c) (j) Wilmington Trust National Association Jun Aug-2 4.36% 19,557 19,947 (a) (b) (c) (i) PNC Bank Oct Nov-2 3.62% 17,094 17,498 (b) (c) T2 Durham I, LLC Jul Jul-2 Greater of Prime + 7,500 — (b) (k) Aegon Apr Oct-2 6.38% 6,249 7,039 (b) (f) Sun Life Mar Oct-2 5.13% — 10,469 (b) (e) M&T Bank Oct Aug-2 one-month — 4,769 (b) (d) (g) (h) Total mortgages 97,160 107,667 Debt issuance costs, net (314 ) (285 ) Mortgages, net $ 96,846 $ 107,382 (a) Non-recourse (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Debt secured by guaranty of the Corporation. (e) Mortgage was assumed in March 2012 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (f) 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. (g) The Company entered into an interest rate swap agreement in connection with the mortgage, as further described in Note 11. (h) Mortgage was assumed in October 2017 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (i) 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. (j) 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. (k) 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 December 31, 2021, the interest rate was 5.00% |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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) December 31, 2021 December 31, 2020 Counterparty Maturity Date Fixed Notional Fair Notional Fair Wells Fargo Bank, N.A. February 2021 2.39 % $ — $ — $ 35,000 $ (70 ) M&T Bank August 2021 1.02 % — — 4,768 (25 ) (a) Capital One, National Association December 2021 1.05 % — — (b) 15,000 (141 ) M&T Bank September 2022 2.83 % — — (b) 25,000 (1,139 ) Bank of America, N.A. November 2023 2.80 % — — (b) 25,000 (1,848 ) M&T Bank November 2023 2.65 % — — (b) 25,000 (1,785 ) Regions Bank December 2023 1.18 % — — (b) 25,000 (763 ) Truist Financial Corporation April 2024 1.99 % — — (b) 25,000 (1,487 ) Bank of Montreal July 2024 1.16 % — — (b) 40,000 (1,380 ) Wells Fargo Bank, N.A. October 2024 2.72 % 15,000 (702 ) 15,000 (1,422 ) Capital One, National Association December 2024 1.58 % 15,000 (241 ) 15,000 (799 ) Bank of Montreal January 2025 1.91 % 25,000 (649 ) 25,000 (1,725 ) Truist Financial Corporation April 2025 2.20 % 25,000 (905 ) 25,000 (2,084 ) Bank of Montreal July 2025 2.32 % 25,000 (1,049 ) 25,000 (2,351 ) Truist Financial Corporation July 2025 1.99 % 25,000 (767 ) 25,000 (1,941 ) Truist Financial Corporation December 2025 2.30 % 25,000 (1,125 ) 25,000 (2,481 ) Bank of Montreal January 2026 1.92 % 25,000 (760 ) 25,000 (2,039 ) Bank of Montreal January 2026 2.05 % 40,000 (1,415 ) 40,000 (3,523 ) Capital One, National Association January 2026 2.08 % 35,000 (1,274 ) 35,000 (3,078 ) Truist Financial Corporation January 2026 1.93 % 25,000 (768 ) 25,000 (2,019 ) Capital One, National Association April 2026 2.68 % 15,000 (941 ) 15,000 (1,843 ) Capital One, National Association July 2026 1.32 % 35,000 (205 ) 35,000 (1,806 ) Bank of Montreal December 2026 2.33 % 10,000 (538 ) 10,000 (1,156 ) Bank of Montreal December 2026 1.99 % 25,000 (936 ) 25,000 (2,372 ) Wells Fargo Bank, N.A. April 2027 2.72 % 25,000 (1,887 ) 25,000 (3,555 ) Bank of Montreal December 2027 2.37 % 25,000 (1,570 ) 25,000 (3,234 ) Capital One, National Association December 2027 2.37 % 25,000 (1,575 ) 25,000 (3,199 ) Wells Fargo Bank, N.A. January 2028 2.37 % 75,000 (4,741 ) 75,000 (9,650 ) Bank of Montreal May 2029 2.09 % 25,000 (1,316 ) 25,000 (2,994 ) Regions Bank May 2029 2.11 % 25,000 (1,356 ) 25,000 (3,004 ) Regions Bank June 2029 2.03 % 25,000 (1,222 ) 25,000 (2,843 ) U.S. Bank National Association June 2029 2.03 % 25,000 (1,220 ) 25,000 (2,902 ) U.S. Bank National Association August 2029 1.35 % 25,000 (9 ) 25,000 (1,445 ) $ 640,000 $ (27,171 ) $ 859,768 $ (72,103 ) (a) Interest rate swap was assumed in October 2017 as part of an UPREIT transaction. (b) Interest rate swap was terminated in September 2021. |
Total Amounts Recognized and Location of Gain (Loss) in 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 Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements were as follows: Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss Reclassification from Accumulated Other Comprehensive Loss Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income (in thousands) Amount of (Loss) Gain For the years ended December 31, Location 2021 $ 39,353 Interest expense $ (16,136 ) $ 64,146 2020 (50,544 ) Interest expense (12,656 ) 76,138 2019 (37,372 ) Interest expense 1,492 72,534 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Year Ended December 31, (in thousands) 2021 2020 2019 OP Units exchanged for shares of common stock 2,935 822 — Value of units exchanged $ 46,968 $ 15,631 $ — |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Redemptions under Company's Share Redemption Program | The following table summarizes redemptions under the Company’s Share Redemption Program: For the Year Ended December 31, (in thousands, except number of redemptions) 2020 2019 Number of redemptions requested — 96 Number of shares — 2,610 Aggregate redemption price $ — $ 54,599 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 year ended December 31, (in thousands) 2021 2020 Compensation cost $ 3,926 $ 1,989 Dividends declared on unvested RSAs 394 131 Grant date fair value of shares vested during the period 3,296 — (in thousands, except recognition period) December 31, 2021 December 31, 2020 Unamortized value of RSAs $ 4,715 $ 5,001 Weighted average amortization period (in years) 2.4 2.8 |
Summary of Restricted Stock Activity | The following table presents information about the Company’s restricted stock activity: For the year ended December 31, 2021 2020 (in thousands, except per share amounts) Number of Weighted Number of Weighted Unvested at beginning of period 341 $ 20.50 — $ — Granted 202 18.70 341 20.50 Vested (164 ) 20.15 — — Forfeited (7 ) 19.40 — — Unvested at end of period 372 19.62 341 20.50 |
Performance-based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock | The following table presents information about the Company’s PRSUs: For the Year Ended (in thousands, except recognition period) December 31, 2021 Compensation cost $ 743 December 31, 2021 Unamortized value of PRSUs $ 1,931 Weighted average amortization period (in years) 2.2 |
Summary of Restricted Stock Activity | The following table presents information about the Company’s PRSU activity: For the Year Ended December 31, 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Unvested at beginning of period — $ — Granted 132 24.40 Vested — — Forfeited (22 ) 24.40 Unvested at end of period 110 24.40 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Components used in Calculation of Basic and Diluted Earnings per Share | The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”): For the Year Ended December 31, (in thousands, except per share amounts) 2021 2020 2019 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common shareholders $ 102,426 $ 51,181 $ 79,394 Less: earnings allocated to unvested restricted shares (394 ) (131 ) — Net earnings used to compute basic earnings per common share $ 102,032 $ 51,050 $ 79,394 Diluted earnings: Net earnings used to compute basic earnings per share $ 102,032 $ 51,050 $ 79,394 Net earnings attributable to non-controlling 7,102 5,095 5,720 Net earnings used to compute diluted earnings per common share $ 109,134 $ 56,145 $ 85,114 Weighted average number of common shares outstanding 153,425 117,289 95,917 Less: weighted average unvested restricted shares (a) (368 ) (139 ) — Weighted average number of common shares outstanding used in basic earnings per common share 153,057 117,150 95,917 Effects of restricted stock units (b) 172 — — Effects of convertible membership units (c) 10,741 11,649 6,948 Weighted average number of common shares outstanding used in diluted earnings per common share 163,970 128,799 102,865 Basic earnings per share $ 0.67 $ 0.44 $ 0.83 Diluted earnings per share $ 0.67 $ 0.44 $ 0.83 (a) Represents the weighted average effects of 372,150 and 340,963 unvested restricted shares of common stock as of December 31, 2021 and 2020, respectively, which will be excluded from the computation of earnings per share until they vest. The shares of restricted common stock were not included in the calculation of diluted earnings per share, as the effect of doing so would have been anti-dilutive. (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 10,323,206, 11,398,438, and 6,948,185 OP Units outstanding at December 31, 2021, 2020, and 2019, 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. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Distributions Characterized as Ordinary Dividends Capital Gain and Nontaxable | The following table shows the character of the distributions the Company paid on a percentage basis: For the Year Ended December 31, Character of Distributions 2021 2020 2019 Ordinary dividends 61 % 89 % 43 % Capital gain distributions 0 % 7 % 8 % Return of capital distributions 39 % 4 % 49 % 100 % 100 % 100 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Total Lease Costs Associated with Operating Leases | The following table summarizes the total lease costs associated with operating leases: For the Year Ended December 31, (in thousands) Financial Statement Presentation 2021 2020 2019 Operating lease costs Office leases General and administrative $ 623 $ 517 $ — Ground leases Property and operating expense 149 133 139 Variable lease costs Ground leases Property and operating expense 62 61 46 Total lease costs $ 834 $ 711 $ 185 |
Summary of Payments Associated with Obligations Under Operating Leases | The following table summarizes payments associated with obligations under operating leases, reported as Net cash provided by operating activities on the accompanying Consolidated Statements of Cash Flows: For the Year Ended December 31, (in thousands) 2021 2020 2019 Operating lease payments $ 804 $ 666 $ 158 |
Summary of Estimated Future Lease Payments Required Under Non-cancelable Operating Leases as well as Reconciliation to Lease Liabilities | Estimated future lease payments required under non-cancelable (in thousands) 2022 $ 723 2023 539 2024 153 2025 155 2026 157 Thereafter 3,620 Total undiscounted cash flows 5,347 Less imputed interest (2,777 ) Lease liabilities $ 2,570 |
Business Description - Addition
Business Description - Additional Information (Detail) $ / shares in Units, $ in Thousands | Sep. 18, 2020$ / sharesshares | Feb. 07, 2020USD ($) | Dec. 31, 2021USD ($)Property | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Feb. 22, 2022$ / shares | Dec. 31, 2021$ / shares | Dec. 31, 2021shares | Dec. 31, 2021property | Dec. 31, 2021State | Sep. 21, 2020$ / sharesshares |
Business Description [Line Items] | |||||||||||
Date of incorporation | Oct. 18, 2007 | ||||||||||
Number of leased commercial properties owned | 1 | 726 | |||||||||
Internalization fees | $ | $ 3,705 | $ 3,658 | |||||||||
Common stock, shares outstanding | shares | 26,943,587 | 108,609,000 | 162,383,000 | ||||||||
Common stock, par value | $ 0.001 | $ 0.00025 | $ 0.00025 | ||||||||
Offering price | $ 24.10 | ||||||||||
Class A Common Stock | |||||||||||
Business Description [Line Items] | |||||||||||
Common stock, shares outstanding | shares | 37,000,000 | 0 | |||||||||
Common stock, par value | $ 0.00025 | $ 0.00025 | |||||||||
IPO | |||||||||||
Business Description [Line Items] | |||||||||||
Offering price | $ 17 | ||||||||||
IPO | Class A Common Stock | |||||||||||
Business Description [Line Items] | |||||||||||
Common stock, shares outstanding | shares | 0 | 37,000,000 | |||||||||
Common stock, par value | $ 0.00025 | ||||||||||
Common Stock | |||||||||||
Business Description [Line Items] | |||||||||||
Stock split | 4 | ||||||||||
Property Management Agreement and Asset Management Agreement | Merger Agreement | |||||||||||
Business Description [Line Items] | |||||||||||
Internalization fees | $ | $ 0 | ||||||||||
British Columbia, Canada | |||||||||||
Business Description [Line Items] | |||||||||||
Number of States in which properties located | State | 1 | ||||||||||
UNITED STATES | |||||||||||
Business Description [Line Items] | |||||||||||
Number of leased commercial properties owned | State | 725 | ||||||||||
Number of States in which properties located | State | 42 |
Business Description - Summary
Business Description - Summary of Outstanding Equity and Economic Ownership Interest (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Description [Line Items] | |||
OP Units | 4,265,126 | 4,455,308 | 6,948,185 |
Broadstone Net Lease, LLC | |||
Business Description [Line Items] | |||
Percent Ownership of OP, Shares of Common Stock | 94.00% | 92.70% | 93.70% |
Percent Ownership of OP, OP Units | 6.00% | 7.30% | 6.30% |
Percent Ownership of OP, Total Diluted Shares | 100.00% | 100.00% | 100.00% |
Ownership Interest | |||
Business Description [Line Items] | |||
Shares of Common Stock | 162,383,000 | 145,609,000 | 104,006,000 |
OP Units | 10,323,000 | 11,399,000 | 6,948,000 |
Total Diluted Shares | 172,706,000 | 157,008,000 | 110,954,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Dec. 31, 2021USD ($)CUSTOMER | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of reporting units | CUSTOMER | 1 | |||
Obligation to fund capital improvements | $ 0 | |||
Fair value of contingent consideration recorded in stockholders equity | $ 30,810 | |||
Fair value of earnout consideration | $ 0 | 7,509 | $ 0 | |
Percentage of income tax benefit likely of being realized upon settlement | more than 50% | |||
Proceeds from Sale of Real Estate | $ 87,730 | 81,039 | 176,486 | |
Gain (Loss) on Sale of Properties | 13,523 | 14,985 | 29,914 | |
Carrying Value Of Real Estate Sold | 70,289 | 62,528 | 138,845 | |
Lease Termination Income | 1,500 | |||
Amortization of Intangible Assets | 3,800 | 14,500 | 0 | |
Depreciation, Depletion and Amortization, Nonproduction | 132,096 | 132,685 | 108,818 | |
Long-term debt | 1,699,160 | |||
Accounts payable and other liabilities | 38,038 | 35,684 | ||
Unsecured Debt [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Long-term debt | 1,592,472 | 1,433,796 | ||
Term Loan [Member] | Unsecured Debt [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Long-term debt | 646,671 | 961,330 | ||
Senior Notes [Member] | Unsecured Debt [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Long-term debt | 843,801 | 472,466 | ||
Lease Revenues Net [Member] | Above And Below Market Leases [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization of Intangible Assets | 3,264 | $ 1,127 | $ 3,419 | |
Lease Termination Impact [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Proceeds from Sale of Real Estate | 16,000 | |||
Selling Expense | 700 | |||
Gain (Loss) on Sale of Properties | $ (25,746) | 25,700 | ||
Carrying Value Of Real Estate Sold | 41,100 | |||
Lease Termination Income | 35,000 | |||
Rental Income, Nonoperating | 1,496 | 1,500 | ||
Depreciation, Depletion and Amortization, Nonproduction | 4,000 | |||
Gain (Loss) on Termination of Lease | 35,000 | 35,000 | ||
Proceeds From Sale Of Property | 16,000 | |||
Lease Termination Impact [Member] | Lease Revenues Net [Member] | Above And Below Market Leases [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization of Intangible Assets | $ 289 | $ 300 | ||
Broadstone Net Lease, LLC | ||||
Significant Accounting Policies [Line Items] | ||||
Percent Ownership of OP, OP Units | 6.00% | 7.30% | 6.30% | |
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Lease term | 4 years | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Lease term | 25 years | |||
Earnout Liability | ||||
Significant Accounting Policies [Line Items] | ||||
Fair value of contingent consideration recorded in stockholders equity | $ 18,400 | |||
Earnout Liability | Tranche Three and Four | ||||
Significant Accounting Policies [Line Items] | ||||
Number of shares issuable in future | shares | 725,988 | |||
Number of OP units issuable in future | shares | 1,239,506 | |||
Earnout Liability | Tranche First and Second | ||||
Significant Accounting Policies [Line Items] | ||||
Number of shares issuable in future | shares | 362,989 | |||
Number of OP units issuable in future | shares | 619,751 | |||
Fair value of earnout consideration | $ 12,400 | |||
Dividend Payable | ||||
Significant Accounting Policies [Line Items] | ||||
Accounts payable and other liabilities | $ 39,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Asset (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Land Improvements | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful life | 15 years |
Buildings and Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful life | 15 years |
Buildings and Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful life | 39 years |
Equipment | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful life | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Components of Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Escrow funds and other | $ 6,100 | $ 7,852 | ||
Undistributed 1031 proceeds | 0 | 2,390 | ||
Restricted cash | $ 6,100 | $ 10,242 | $ 7,856 | $ 377 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Rents Received in Advance (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Rent received in advance | $ 15,162 | $ 13,651 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Changes in the Provisions for Uncollectible Rent (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |||
Balance as of January 1 | $ 201 | $ 0 | $ 2,086 |
Provision for uncollectible rent | (101) | 2,073 | 441 |
Write-offs / Recoveries | 0 | (1,872) | (2,527) |
Balance as of December 31 | $ 100 | $ 201 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Tenant and Capital Reserves (Detail) - Accounts Payable and Other Liabilities [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | ||
Tenant reserve | $ 1,217 | $ 1,070 |
Capital reserve | 1,020 | 1,001 |
Tenant and capital reserves | $ 2,237 | $ 2,071 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Significant Unobservable Inputs Used to Estimate Fair Value of Earnout Liability (Detail) - Fair Value Inputs Level3 [Member] | Feb. 07, 2020CUSTOMER$ / shares | Dec. 31, 2020CUSTOMER |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Expected IPO date | Apr. 15, 2020 | |
Range, Expected IPO date | March 2020 through May 2020 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Company's net asset value per diluted share | $ / shares | $ 21.30 | |
Weighted Average [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Peer stock price volatility | 20 | 40 |
Minimum | Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Peer stock price volatility | 16.22 | 25.92 |
Maximum | Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Peer stock price volatility | 23.09 | 55.90 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary of Significant Unobservable Inputs Used to Estimate Fair Value of Earnout Liability (Detail)(Parenthetical) - Measurement Input, Price Volatility [Member] - Fair Value Inputs Level3 [Member] | Feb. 07, 2020 |
Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Market capitalization rate | 6.05% |
Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Market capitalization rate | 7.09% |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Summary of Reconciliation of Change in Earnout Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 7,509 | $ 0 |
Allocation of Internalization purchase price at February 7, 2020 | 0 | 40,119 |
Change in fair value subsequent to Internalization | 5,539 | (1,800) |
Reclassification as a component of additional paid-in capital and non-controlling interests | 0 | (30,810) |
Payout of tranches earned | (13,048) | 0 |
Ending balance | $ 0 | $ 7,509 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Balances of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Interest rate swap, liabilities | $ (27,171) | $ (72,103) | |
Earnout liability | 0 | (7,509) | $ 0 |
Fair Value, Measurements, Recurring | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Interest rate swap, liabilities | (27,171) | (72,103) | |
Earnout liability | (7,509) | ||
Fair Value, Measurements, Recurring | Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
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, liabilities | $ (27,171) | (72,103) | |
Fair Value, Measurements, Recurring | Fair Value Inputs Level3 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Earnout liability | $ (7,509) |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Summary of Carrying Amount Reported on Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Abstract] | ||
Carrying amount | $ 1,699,160 | $ 1,547,667 |
Fair value | $ 1,785,701 | $ 1,679,188 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Summary of Right-of-Use Assets And Lease Liabilities Associated With Operating Leases Included In Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 3,099 | $ 3,075 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Right-of-use assets | Right-of-use assets |
Lease liabilities | $ 2,570 | $ 2,659 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Lease liabilities | Lease liabilities |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Summary of Reclassification (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Subject to or Available for Operating Lease, Gross | $ 4,205,191 | $ 3,704,488 |
Property Subject to or Available for Operating Lease, Accumulated Depreciation | 430,141 | 349,977 |
Property Subject to or Available for Operating Lease, Net | $ 3,775,050 | 3,354,511 |
Revision of Prior Period, Adjustment [Member] | ||
Property Subject to or Available for Operating Lease, Gross | 3,704,488 | |
Property Subject to or Available for Operating Lease, Accumulated Depreciation | (349,977) | |
Property Subject to or Available for Operating Lease, Net | 3,354,511 | |
Equipment [Member] | Revision of Prior Period, Adjustment [Member] | ||
Property Subject to or Available for Operating Lease, Gross | 11,870 | |
Land [Member] | Revision of Prior Period, Adjustment [Member] | ||
Property Subject to or Available for Operating Lease, Gross | 555,748 | |
Land Improvements [Member] | Revision of Prior Period, Adjustment [Member] | ||
Property Subject to or Available for Operating Lease, Gross | 279,360 | |
Building and Building Improvements [Member] | Revision of Prior Period, Adjustment [Member] | ||
Property Subject to or Available for Operating Lease, Gross | $ 2,857,510 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2021USD ($)Propertyshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Dec. 31, 2021property | |
Related Party Transaction [Line Items] | |||||
Payment of cash at earnout milestone | $ 13,000 | ||||
Number of leased commercial properties owned | 1 | 726 | |||
Number Of OP Units Issued During Period | shares | 1,859,257 | ||||
Fair value of earnout liability | $ 7,509 | $ 0 | $ 0 | ||
Issuance of shares of common stock, shares | shares | 1,088,977 | ||||
Redemptions of common stock value | 34,599 | ||||
Issuance of shares common stock upon conversion of OP units | shares | 2,934,489 | 822,745 | |||
Number of OP units exchanged | shares | 2,049,000 | 822,000 | |||
Conversion of OP Units to shares of common stock | $ 47,000 | $ 15,600 | |||
Additional Paid-in Capital | |||||
Related Party Transaction [Line Items] | |||||
Fair value of earnout consideration | 11,400 | ||||
Conversion of OP Units to shares of common stock | 46,968 | 15,631 | $ 0 | ||
Non-controlling Interests | |||||
Related Party Transaction [Line Items] | |||||
Fair value of earnout consideration | 19,400 | ||||
Conversion of OP Units to shares of common stock | $ (14,206) | (15,631) | |||
Manager and Asset Manager | |||||
Related Party Transaction [Line Items] | |||||
Unpaid management fees due to related parties | $ 0 | $ 0 | |||
BRE | |||||
Related Party Transaction [Line Items] | |||||
Redemption of common stock | shares | 941,196 | ||||
Redemptions of common stock value | $ 20,000 | ||||
Redemption price per share | $ / shares | $ 21.25 | ||||
Affiliated Third Party | |||||
Related Party Transaction [Line Items] | |||||
Issuance of shares common stock upon conversion of OP units | shares | 2,049,439 | 822,745 | |||
Number of OP units exchanged | shares | 2,049,439 | 822,745 | |||
Conversion of OP Units to shares of common stock | $ 32,800 | $ 15,600 | |||
Asset Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Gross rental percentage | 1.00% | ||||
Receivable interest rate | 0.25% | ||||
Interest rate paid from proceed | 0.50% | ||||
Asset Management Agreement | Amendment Details Two | |||||
Related Party Transaction [Line Items] | |||||
Percentage of gross sale price received | 1.00% | ||||
Asset Management Agreement | Amendment Details | |||||
Related Party Transaction [Line Items] | |||||
Property management fee payable | $ 0 | ||||
Termination fees | $ 0 | ||||
Percentage of gross purchase price paid | 1.00% | ||||
Asset Management Agreement | Amendment Details One | |||||
Related Party Transaction [Line Items] | |||||
Percentage of gross purchase price paid | 2.00% | ||||
Property Management Agreement | |||||
Related Party Transaction [Line Items] | |||||
Property management fee payable | $ 0 | ||||
Termination fees | $ 0 | ||||
Property Management Agreement | Existing Tenant | |||||
Related Party Transaction [Line Items] | |||||
Existing rental property re-leasing fees term | 1 month | ||||
Property Management Agreement | New Tenant | |||||
Related Party Transaction [Line Items] | |||||
Existing rental property re-leasing fees term | 2 months | ||||
Property Management Agreement | 3% Gross Rentals Property | |||||
Related Party Transaction [Line Items] | |||||
Gross rental percentage | 3.00% | ||||
Property Management Agreement | 5% Gross Rentals Property | |||||
Related Party Transaction [Line Items] | |||||
Gross rental percentage | 5.00% |
Related Party Transactions - Ma
Related Party Transactions - Management Fees Incurred With Related Parties (Detail) - Property Management Agreement and Asset Management Agreement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | $ 0 | $ 3,845 | $ 44,695 |
Asset Management Agreement | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | 0 | 2,461 | 21,863 |
Property Management Fee | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | 0 | 1,275 | 8,256 |
Management Fee Expense | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | 0 | 3,736 | 30,119 |
Marketing Fee (Offering Costs) | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | 0 | 1,649 | |
Acquisition Fee | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | 0 | 10,319 | |
Leasing Fee and Re-leasing Fees | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | 0 | 843 | |
Disposition Fee | |||
Related Party Transaction [Line Items] | |||
Expenses incurred with related parties | $ 0 | $ 109 | $ 1,765 |
Internalization - Additional In
Internalization - Additional Information (Detail) | Feb. 07, 2020USD ($) | Dec. 31, 2021USD ($)Tranche | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 28, 2019USD ($) |
Internalization [Line Items] | |||||
Debt | $ 90,484,000 | $ 90,500,000 | |||
Goodwill | 339,769,000 | $ 339,769,000 | 339,769,000 | ||
Repayment of debt | 90,500,000 | ||||
Debt instrument, face amount | $ 600,000,000 | ||||
Internalization fees | 3,705,000 | $ 3,658,000 | |||
Incremental internalization revenues | 0 | ||||
Incremental expenses | 20,500,000 | ||||
2022 Unsecured Term Loan | |||||
Internalization [Line Items] | |||||
Debt instrument, face amount | 60,000,000 | ||||
Elimination of Internalization Expenses and Asset Management, Property Management, and Disposition Fees and Adjustments to Reflect Compensation and Related Cost, Incremental General and Administrative and Interest Expense | Internalization Expenses | |||||
Internalization [Line Items] | |||||
Business combination pro forma adjustments income | $ 4,500,000 | $ 14,500,000 | |||
Merger Agreement | |||||
Internalization [Line Items] | |||||
Number of tranches | Tranche | 4 | ||||
VWAP per REIT Share Days | 40 days | ||||
Merger Agreement | Tranche One | |||||
Internalization [Line Items] | |||||
Additional consideration payable | $ 10,000,000 | ||||
Merger Agreement | Tranche Two | |||||
Internalization [Line Items] | |||||
Additional consideration payable | 15,000,000 | ||||
Merger Agreement | Tranche Three | |||||
Internalization [Line Items] | |||||
Additional consideration payable | 25,000,000 | ||||
Merger Agreement | Tranche Four | |||||
Internalization [Line Items] | |||||
Additional consideration payable | 25,000,000 | ||||
Base [Member] | |||||
Internalization [Line Items] | |||||
Base consideration | 209,516,000 | ||||
Maximum | Merger Agreement | |||||
Internalization [Line Items] | |||||
Additional consideration payable | $ 75,000,000 | $ 75,000,000 |
Internalization - Schedule of B
Internalization - Schedule of Base Consideration - (Detail) - USD ($) $ in Thousands | Feb. 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition Contingent Consideration [Line Items] | ||||
Cash | $ 30,981 | |||
Initial estimate of fair value of earnout liability | 40,119 | $ 5,539 | $ (1,800) | |
Total consideration | 249,635 | |||
Base | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Base consideration | 209,516 | |||
Common Stock | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Amount of equity interest issued or issuable in a business combination | 66,376 | |||
OP Units | ||||
Business Acquisition Contingent Consideration [Line Items] | ||||
Amount of equity interest issued or issuable in a business combination | $ 112,159 |
Internalization - Schedule of_2
Internalization - Schedule of Base Consideration (Parenthetical) - (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 07, 2020 |
Business Acquisition Contingent Consideration [Line Items] | |||
Common stock, shares issued | 162,383,000 | 108,609,000 | |
Common Stock | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Common stock, shares issued | 3,124 | ||
OP Units | |||
Business Acquisition Contingent Consideration [Line Items] | |||
Operating partnership units | 5,278 |
Internalization - Summary of Ea
Internalization - Summary of Earnout Tranches, Applicable VWAP of REIT Share and Applicable Earnout Periods (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Internalization [Line Items] | ||
Shares of Common stock issued | 162,383,000 | 108,609,000 |
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 | $ 1,926 | |
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 | $ 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 |
Internalization - Summary of Al
Internalization - Summary of Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Feb. 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Prepaid expenses and other assets | $ 1,336 | ||
Right-of-use assets | 1,898 | ||
Goodwill | 339,769 | $ 339,769 | $ 339,769 |
Accounts payable and other liabilities | (986) | ||
Operating lease liabilities | (1,898) | ||
Debt | (90,484) | $ (90,500) | |
Total consideration | $ 249,635 |
Internalization - Schedule of P
Internalization - Schedule of Pro Forma Financial Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 321,637 | $ 298,815 |
Net income | $ 60,783 | $ 99,636 |
Acquisitions of Rental Proper_3
Acquisitions of Rental Property - Acquisitions of Rental Property Closed - (Detail) $ in Thousands | Feb. 28, 2022USD ($)Bank | Feb. 15, 2022USD ($)Bank | Feb. 10, 2022USD ($)Bank | Jan. 07, 2022USD ($)Bank | Dec. 22, 2021USD ($)CUSTOMER | Dec. 17, 2021USD ($)CUSTOMER | Dec. 16, 2021USD ($)CUSTOMER | Dec. 15, 2021USD ($)CUSTOMER | Dec. 10, 2021USD ($)CUSTOMER | Oct. 27, 2021USD ($)CUSTOMER | Oct. 22, 2021USD ($)CUSTOMER | Oct. 01, 2021USD ($)CUSTOMER | Sep. 30, 2021USD ($)CUSTOMER | Sep. 29, 2021USD ($)CUSTOMER | Sep. 24, 2021USD ($)CUSTOMER | Sep. 17, 2021USD ($)CUSTOMER | Sep. 08, 2021USD ($)CUSTOMER | Aug. 23, 2021USD ($)CUSTOMER | Jul. 30, 2021USD ($)CUSTOMER | Jul. 29, 2021USD ($)CUSTOMER | Jul. 21, 2021USD ($)CUSTOMER | Jul. 02, 2021USD ($) | Jun. 30, 2021USD ($)CUSTOMER | Jun. 28, 2021USD ($)CUSTOMER | Jun. 25, 2021USD ($)CUSTOMER | Jun. 09, 2021USD ($)CUSTOMER | Jun. 04, 2021USD ($)CUSTOMER | Mar. 31, 2021USD ($)CUSTOMER | Mar. 30, 2021USD ($)CUSTOMER | Mar. 11, 2021USD ($)CUSTOMER | Feb. 26, 2021USD ($) | Feb. 05, 2021USD ($)CUSTOMER | Dec. 30, 2020USD ($)CUSTOMER | Dec. 29, 2020USD ($)CUSTOMER | Dec. 28, 2020USD ($)CUSTOMER | Dec. 23, 2020USD ($)CUSTOMER | Dec. 07, 2020USD ($)CUSTOMER | Nov. 13, 2020USD ($)CUSTOMER | Nov. 27, 2019USD ($)CUSTOMER | Nov. 22, 2019USD ($)CUSTOMER | Nov. 20, 2019USD ($)CUSTOMER | Nov. 07, 2019USD ($)CUSTOMER | Oct. 31, 2019USD ($)CUSTOMER | Sep. 17, 2019USD ($)CUSTOMER | Aug. 29, 2019USD ($)CUSTOMER | Aug. 27, 2019USD ($)CUSTOMER | Jul. 31, 2019USD ($)CUSTOMER | Jul. 15, 2019USD ($)CUSTOMER | Jun. 26, 2019USD ($)CUSTOMER | Jun. 07, 2019USD ($)CUSTOMER | May 31, 2019USD ($)CUSTOMER | May 21, 2019USD ($)CUSTOMER | Apr. 30, 2019USD ($)CUSTOMER | Mar. 26, 2019USD ($)CUSTOMER | Mar. 19, 2019USD ($)CUSTOMER | Mar. 15, 2019USD ($)CUSTOMER | Mar. 12, 2019USD ($)CUSTOMER | Jan. 31, 2019USD ($)CUSTOMER | Dec. 31, 2021USD ($)CUSTOMER | Dec. 31, 2020USD ($)CUSTOMER | Dec. 31, 2019USD ($)CUSTOMER | |||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 116 | 19 | 74 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 659,231 | [1] | $ 95,812 | [2] | $ 1,031,881 | [3] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Bank | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 25,647 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Healthcare | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 1 | 1 | 1 | 1 | 7 | 4 | 3 | 1 | 1 | 5 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 7,600 | $ 6,000 | $ 3,306 | $ 60,000 | $ 30,750 | $ 15,300 | $ 14,140 | $ 4,843 | $ 4,950 | $ 27,277 | $ 4,747 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | ||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 2 | 1 | 1 | 1 | 3 | 1 | 2 | 2 | 1 | 11 | 1 | 1 | 8 | 1 | 1 | 1 | 1 | 2 | 1 | 1 | 1 | |||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 22,651 | $ 16,000 | $ 16,000 | $ 5,386 | $ 59,343 | $ 10,600 | $ 48,699 | $ 11,011 | $ 13,041 | $ 4,500 | [4] | $ 106,578 | $ 8,050 | $ 36,473 | [5] | $ 28,000 | $ 6,500 | $ 11,185 | $ 4,404 | $ 11,330 | $ 11,180 | $ 76,000 | [6] | $ 25,801 | $ 10,217 | |||||||||||||||||||||||||||||||||||||||||||
Industrial | Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Industrial | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Bank | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 21,733 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 3 | 16 | 3 | 1 | 1 | 2 | 3 | 1 | 1 | 8 | 2 | 11 | 13 | 1 | 2 | 1 | 1 | 2 | 14 | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 4,260 | $ 33,500 | $ 4,278 | $ 2,456 | $ 1,722 | $ 8,901 | $ 4,586 | $ 5,565 | $ 1,279 | $ 12,131 | $ 19,420 | $ 41,324 | $ 26,834 | $ 5,150 | $ 8,243 | $ 7,385 | $ 3,192 | $ 6,500 | $ 19,128 | $ 13,185 | ||||||||||||||||||||||||||||||||||||||||||||||||
Retail | Subsequent Event | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Retail | Retail | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Bank | 1 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 1,341 | $ 2,573 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restaurant | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Restaurant/Office | Restaurant | Restaurant | Restaurant | Restaurant | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 6 | 7 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 28,546 | $ 181 | [7] | $ 13,189 | $ 3,142 | $ 3,214 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Office | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Office | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 30,589 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industrial/Office | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Industrial/Office | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 23 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 735,740 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Retail/Healthcare | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Type | Retail/Healthcare | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 12,922 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | CUSTOMER | 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 8,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[1] | Acquisition price does not include capitalized acquisition costs of $5.8 million. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Acquisition price does not include capitalized acquisition costs of $1.3 million. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Acquisition price does not include capitalized acquisition costs of $17.6 million. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[4] | Acquisition of land related to an existing property. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[5] | Acquisition price excludes $4.5 million deposited in an escrow for the future purchase of the related land. The land purchase closed on July 2, 2021, and is included in the 2021 acquisitions. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[6] | In conjunction with this acquisition, the Company assumed a mortgage with a principal balance of $49.8 million with an interest rate of 4.92% and a maturity date of February 2028 (see Note 10). | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[7] | Acquisition of additional land adjacent to an existing property. |
Acquisitions of Rental Proper_4
Acquisitions of Rental Property - Acquisitions of Rental Property Closed (Parenthetical) - (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||
Escrow Deposit | $ 4,500 | ||
Acquisition costs capitalized | $ 17,600 | 5,800 | $ 1,300 |
Mortgages assumed | $ 49,782 | $ 0 | $ 0 |
Interest rate | 4.92% | ||
Mortgage, Maturity date | Feb. 29, 2028 |
Acquisitions of Rental Proper_5
Acquisitions of Rental Property - Purchase Price Allocation for Real Estate Acquisitions (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Sales-type investments | $ 0 | $ 574 | $ 0 | |
Mortgages payable | 0 | 0 | (49,782) | |
Business combination, recognized identifiable assets acquired and liabilities assumed, assets | 665,056 | 97,084 | 999,730 | |
Land | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 114,296 | 17,403 | 161,182 | |
Land Improvements | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 29,298 | 5,356 | 47,391 | |
Buildings and Improvements | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 469,113 | 64,116 | 772,998 | |
Acquired In-Place Leases | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | [1] | 51,956 | 8,346 | 80,952 |
Acquired Above-Market Leases | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | [2] | 211 | 1,717 | 2,800 |
Acquired Below-Market Leases | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | [3] | 0 | $ (428) | $ (15,811) |
Right-of-use asset | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 663 | |||
Lease liability | ||||
Business Acquisition [Line Items] | ||||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | $ (481) | |||
[1] | The weighted average amortization period for acquired in-place leases is 16 years, 15 years, and 13 years for acquisitions completed during the years ended December 31, 2021, 2020, and 2019, respectively. | |||
[2] | The weighted average amortization period for acquired above-market leases is 10 years, 1 year, and 18 years for acquisitions completed during the years ended December 31, 2021, 2020, and 2019, respectively. | |||
[3] | The weighted average amortization period for acquired below-market leases is 10 years for acquisitions completed during each of the years ended December 31, 2020, and 2019. There were no below-market leases acquired during the year ended December 31, 2021. |
Acquisitions of Rental Proper_6
Acquisitions of Rental Property - Purchase Price Allocation for Real Estate Acquisitions (Parenthetical) - (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired In-Place Leases | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 16 years | 15 years | 13 years |
Acquired Above-Market Leases | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 10 years | 1 year | 18 years |
Acquired Below-Market Leases | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period | 0 years | 10 years | 10 years |
Sale of Real Estate - Schedule
Sale of Real Estate - Schedule of Sale of Real Estate (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)Property | Dec. 31, 2020USD ($)Property | Dec. 31, 2019USD ($)Property | |
Real Estate [Line Items] | |||
Number of properties disposed | Property | 31 | 24 | 49 |
Aggregate sale price | $ 87,730 | $ 81,039 | $ 176,486 |
Aggregate carrying value | (70,289) | (62,528) | (138,845) |
Gain on sale of real estate | 13,523 | 14,985 | 29,914 |
Real Estate | |||
Real Estate [Line Items] | |||
Additional sales expenses | (3,918) | (3,526) | (7,727) |
Gain on sale of real estate | $ 13,523 | $ 14,985 | $ 29,914 |
Investment in Rental Property_3
Investment in Rental Property and Lease Arrangements - Additional Information (Detail) - 12 months ended Dec. 31, 2021 $ in Millions | USD ($) | Property | property | PROPERTYNUMBER | property1 | Property1 |
Lessor Lease Description [Line Items] | ||||||
Number of real estate properties | 1 | 726 | ||||
Number of real estate properties under operating leases | PROPERTYNUMBER | 713 | |||||
Number of real estate properties under direct financing leases | property1 | 10 | |||||
Number of real estate properties under sales-type leases | Property | 1 | |||||
Number of real estate properties under direct financing leases that include land option | Property1 | 3 | |||||
Lessee, finance lease, existence of option to extend | true | |||||
Lessee, operating lease, existence of option to extend | true | |||||
Lease termination income | $ | $ 1.5 | |||||
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 - Summary of Depreciation Expense on Investment in Rental Property (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Depreciation | $ 99,143 | $ 93,679 | $ 83,797 |
Investment in Rental Property_5
Investment in Rental Property and Lease Arrangements - Estimated Lease Payments to be Received under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
2022 | $ 334,163 |
2023 | 338,889 |
2024 | 335,624 |
2025 | 328,914 |
2026 | 319,124 |
Thereafter | 2,281,067 |
Estimated lease payments to be received under non-cancelable operating leases | $ 3,937,781 |
Investment in Rental Property_6
Investment in Rental Property and Lease Arrangements - Net Investment in Direct Financing Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Undiscounted estimated lease payments to be received | $ 42,602 | $ 45,782 |
Estimated unguaranteed residual values | 15,203 | 15,203 |
Unearned revenue | (28,893) | (31,753) |
Reserve for credit losses | (130) | (166) |
Net investment in direct financing leases | $ 28,782 | $ 29,066 |
Investment in Rental Property_7
Investment in Rental Property and Lease Arrangements - Undiscounted Estimated Lease Payments to be Received under Non-cancelable Direct Financing Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |
2022 | $ 3,241 |
2023 | 3,304 |
2024 | 3,361 |
2025 | 3,475 |
2026 | 3,547 |
Thereafter | 25,674 |
Undiscounted estimated lease payments to be received under non-cancelable direct financing leases | $ 42,602 |
Investment in Rental Property_8
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Contractual rental amounts billed for operating leases | $ 308,624 | $ 281,998 | $ 257,695 |
Adjustment to recognize contractual operating lease billings on a straight-line basis | 19,847 | 25,200 | 22,109 |
Writeoff of accrued rental income | (442) | (4,235) | |
Variable rental amounts earned | 768 | 743 | 152 |
Earned income from direct financing leases | 2,909 | 3,355 | 4,018 |
Interest income from sales-type leases | 58 | 5 | |
Operating expenses billed to tenants | 17,462 | 15,845 | 14,614 |
Other income from real estate transactions | 33,549 | 799 | 668 |
Adjustment to revenue recognized for uncollectible rental amounts billed, net | 101 | (2,073) | (441) |
Total Lease revenues, net | $ 382,876 | $ 321,637 | $ 298,815 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Schedule of Intangible Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lease intangibles: | ||
Intangible lease assets, net | $ 303,642 | $ 290,913 |
Acquired below-market leases | 105,310 | 107,788 |
Less accumulated amortization | (34,714) | (28,135) |
Intangible lease liabilities, net | 70,596 | 79,653 |
Leasing fees | 14,786 | 15,462 |
Less accumulated amortization | (5,145) | (4,724) |
Leasing fees, net | 9,641 | 10,738 |
Acquired Above-Market Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 47,147 | 54,616 |
Less accumulated amortization | (16,807) | (18,928) |
Intangible lease assets, net | 30,340 | 35,688 |
Acquired In-Place Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 380,766 | 340,958 |
Less accumulated amortization | (107,464) | (85,733) |
Intangible lease assets, net | $ 273,302 | $ 255,225 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Schedule of Amortization of Intangible Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Acquired in-place leases and leasing fees | $ 3,800 | $ 14,500 | $ 0 |
Acquired In-Place Leases | Depreciation and Amortization | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired in-place leases and leasing fees | 32,857 | 38,934 | 25,021 |
Above and Below Market Leases | Lease Revenues, Net | |||
Finite Lived Intangible Assets [Line Items] | |||
Acquired in-place leases and leasing fees | $ 3,264 | $ 1,127 | $ 3,419 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 3,800 | $ 14,500 | $ 0 |
Intangible Assets and Liabili_6
Intangible Assets and Liabilities - Schedule of Amortizable Intangible Assets (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 25,289 |
2023 | 24,982 |
2024 | 24,222 |
2025 | 22,925 |
2026 | 21,576 |
Thereafter | 123,693 |
Total | $ 242,687 |
Unsecured Credit Agreements - A
Unsecured Credit Agreements - Additional Information (Detail) - USD ($) | Jan. 28, 2022 | Dec. 31, 2021 | Sep. 15, 2021 | Mar. 12, 2021 | Sep. 04, 2020 | Feb. 07, 2020 | Feb. 27, 2019 | Feb. 27, 2019 | Apr. 18, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 28, 2022 | Feb. 28, 2019 | Jul. 02, 2018 | Nov. 20, 2017 | Jun. 23, 2017 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 600,000,000 | ||||||||||||||||
Additional borrowing capacity | $ 80,000,000 | ||||||||||||||||
Revolving credit facility, available borrowing capacity | $ 880,000,000 | ||||||||||||||||
Remaining borrowing capacity | $ 900,000,000 | ||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||||
Weighted average interest rate on all outstanding borrowings | 2.62% | 2.62% | |||||||||||||||
Cost of debt extinguishment | $ (368,000) | $ (417,000) | $ (1,176,000) | ||||||||||||||
Other Nonoperating Income (Expense) | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Cost of debt extinguishment | 300,000 | 400,000 | 300,000 | ||||||||||||||
Senior Unsecured Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | 425,000,000 | ||||||||||||||||
2023 Unsecured Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | 265,000,000 | ||||||||||||||||
2023 Unsecured Term Loan | LIBOR | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.90% | ||||||||||||||||
2023 Unsecured Term Loan | LIBOR | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.75% | ||||||||||||||||
2024 Unsecured Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 190,000,000 | ||||||||||||||||
2024 Unsecured Term Loan | LIBOR | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.85% | ||||||||||||||||
2024 Unsecured Term Loan | LIBOR | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.65% | ||||||||||||||||
Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing capacity | $ 1,000,000,000 | ||||||||||||||||
Maturity date | Mar. 31, 2026 | ||||||||||||||||
Revolving Credit Facility | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.725% | ||||||||||||||||
Revolving Credit Facility | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.40% | ||||||||||||||||
Revolving Credit Facility | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum accordion feature | $ 2,000,000,000 | ||||||||||||||||
Debt instrument extension options, description | twice for six months per extension | ||||||||||||||||
Maturity extension fee on outstanding principal balance percentage | 0.0625% | ||||||||||||||||
Debt issuance costs incurred | 5,900,000 | ||||||||||||||||
Revolving Credit Facility | Unsecured Debt | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.125% | ||||||||||||||||
Revolving Credit Facility | Unsecured Debt | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.30% | ||||||||||||||||
Revolving Credit Facility | Unsecured Debt | LIBOR | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.825% | ||||||||||||||||
Revolving Credit Facility | Unsecured Debt | LIBOR | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.55% | ||||||||||||||||
Unsecured Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing capacity | $ 900,000,000 | ||||||||||||||||
2022 Unsecured Term Loan | LIBOR | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.85% | ||||||||||||||||
2022 Unsecured Term Loan | LIBOR | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.65% | ||||||||||||||||
Senior Guaranteed Notes Series B and Senior Guaranteed Notes Series C | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 325,000,000 | ||||||||||||||||
Senior Guaranteed Notes Series B | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 225,000,000 | ||||||||||||||||
Debt instrument, interest rate | 5.09% | ||||||||||||||||
Senior Guaranteed Notes Series C | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 100,000,000 | ||||||||||||||||
Debt instrument, interest rate | 5.19% | ||||||||||||||||
Unsecured Revolving Credit and Term Loan Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing capacity | $ 1,100,000 | 800,000,000 | |||||||||||||||
Line of credit, maximum accordion feature | 1,000,000,000 | ||||||||||||||||
Revolving credit facility, available borrowing capacity | $ 425,000,000 | $ 425,000,000 | |||||||||||||||
Unsecured Revolving Credit and Term Loan Agreement | Senior Unsecured Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing capacity | 400,000,000 | ||||||||||||||||
Sublimit for swingline loans | 35,000,000 | ||||||||||||||||
Amount available for issuance of letters of credit | 20,000,000 | ||||||||||||||||
Unsecured Revolving Credit and Term Loan Agreement | 5.5 Year Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | 250,000,000 | ||||||||||||||||
Unsecured Revolving Credit and Term Loan Agreement | 7 Year Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 150,000,000 | ||||||||||||||||
Revolving Credit Facility Maturing September 2023 | Revolving Credit Facility | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing capacity | 900,000,000 | ||||||||||||||||
Revolving Credit Facility Maturing January 2022 | Revolving Credit Facility | Unsecured Debt | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of credit, maximum borrowing capacity | $ 600,000,000 | ||||||||||||||||
2026 Unsecured Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Paydown Amount | $ 50,000,000 | ||||||||||||||||
Debt instrument, face amount | 450,000,000 | 450,000,000 | |||||||||||||||
Line of credit, maximum accordion feature | $ 550,000,000 | $ 550,000,000 | |||||||||||||||
Maturity date | Feb. 27, 2026 | ||||||||||||||||
Commitment fee percentage | 0.25% | ||||||||||||||||
Debt instrument, term | 7 years | ||||||||||||||||
2026 Unsecured Term Loan | LIBOR | Minimum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 0.85% | 1.45% | |||||||||||||||
2026 Unsecured Term Loan | LIBOR | Maximum | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Basis spread on variable rate | 1.65% | 2.40% | |||||||||||||||
2031 Senior Unsecured Public Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Percentage of senior unsecured public notes issued | 99.816% | ||||||||||||||||
Debt instrument, face amount | $ 375,000 | ||||||||||||||||
Maturity date | Sep. 15, 2031 | ||||||||||||||||
Debt instrument, interest rate | 2.60% | ||||||||||||||||
2031 Senior Unsecured Public Note and 2026 Unsecured Term Loan | Revolving Credit Facility | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt issuance costs incurred | 5,000,000 | ||||||||||||||||
2022 Unsecured Term Loan | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 60,000,000 | ||||||||||||||||
2027 Senior Notes | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Proceeds from issuance of debt | $ 150,000,000 | ||||||||||||||||
Debt instrument, interest rate | 4.84% | ||||||||||||||||
2020 Unsecured Term Loan, 2026 Unsecured Term Loan and Prior Unsecured Revolving Credit Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt issuance costs incurred | 6,500,000 | ||||||||||||||||
New Debt Agreement | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Unamortized debt issuance costs | $ 5,000,000 | $ 5,900,000 | $ 6,500,000 |
Unsecured Credit Agreements - S
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 02, 2018 | |
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
Total unsecured debt | $ 1,699,160 | $ 1,547,667 | |
Long-term Debt | 1,699,160 | ||
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 1,592,472 | 1,433,796 | |
Unsecured Debt | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total unsecured debt | 650,000 | 965,000 | |
Debt issuance costs, net | (3,329) | (3,670) | |
Long-term Debt | 646,671 | 961,330 | |
Unsecured Debt | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total unsecured debt | 850,000 | 475,000 | |
Unamortized debt issuance costs and original issuance discount, net | (6,199) | (2,534) | |
Long-term Debt | $ 843,801 | 472,466 | |
Unsecured Debt | Unsecured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2023-09 | ||
Total unsecured debt | $ 102,000 | ||
Unsecured Debt | Unsecured Revolving Credit Facility | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Unsecured Debt | Senior Guaranteed Notes Series B | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.09% | ||
Unsecured Debt | Senior Guaranteed Notes Series C | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.19% | ||
Unsecured Debt | 2022 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2022-02 | ||
Total unsecured debt | $ 60,000 | 60,000 | |
Unsecured Debt | 2022 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Unsecured Debt | 2023 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.10% | ||
Maturity Date | 2023-01 | ||
Total unsecured debt | $ 265,000 | ||
Unsecured Debt | 2023 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.10% | 1.35% | |
Unsecured Debt | 2024 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2024-06 | ||
Total unsecured debt | $ 190,000 | $ 190,000 | |
Unsecured Debt | 2024 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | 1.25% | |
Unsecured Debt | 2026 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2026-02 | ||
Total unsecured debt | $ 400,000 | $ 450,000 | |
Unsecured Debt | 2026 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | 1.85% | |
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 |
Unsecured Credit Agreements -_2
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Parenthetical) (Detail) - Unsecured Debt - 1 Month LIBOR | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Interest rate | 0.10% | 0.14% |
2024 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.25% |
2023 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.10% | 1.35% |
2026 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.85% |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.20% |
Unsecured Credit Agreements -_3
Unsecured Credit Agreements - Summary of Debt Issuance Cost Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Debt issuance costs and original issuance discount amortization | $ 3,854 | $ 3,445 | $ 2,685 |
Mortgages - Summary of Mortgage
Mortgages - Summary of Mortgages (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 5.00% | |
Mortgages and notes payable | $ 1,699,160 | $ 1,547,667 |
Mortgages, net | 96,846 | 107,382 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Mortgages and notes payable | 97,160 | 107,667 |
Debt issuance costs, net | $ (314) | (285) |
Wilmington Trust National Association, Due February 28 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2019-04 | |
Maturity Date | 2028-02 | |
Debt instrument, interest rate | 4.92% | |
Mortgages and notes payable | $ 46,760 | 47,945 |
Wilmington Trust National Association, Due August 25 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2018-06 | |
Maturity Date | 2025-06 | |
Debt instrument, interest rate | 4.36% | |
Mortgages and notes payable | $ 19,557 | 19,947 |
PNC Bank | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2016-10 | |
Maturity Date | 2026-11 | |
Debt instrument, interest rate | 3.62% | |
Mortgages and notes payable | $ 17,094 | 17,498 |
T2 Durham I, LLC | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2021-07 | |
Maturity Date | 2024-07 | |
Interest Rate | Greater of Prime + 1.25% or 5.00% | |
Mortgages and notes payable | $ 7,500 | 0 |
T2 Durham I, LLC | Greater of Prime | Secured Debt | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 5.00% | |
T2 Durham I, LLC | Greater of Prime | Secured Debt | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% | |
Aegon | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2012-04 | |
Maturity Date | 2023-10 | |
Debt instrument, interest rate | 6.38% | |
Mortgages and notes payable | $ 6,249 | 7,039 |
Sun Life | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2012-03 | |
Maturity Date | 2021-10 | |
Debt instrument, interest rate | 5.13% | |
Mortgages and notes payable | $ 0 | 10,469 |
M&T Bank | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2017-10 | |
Maturity Date | 2021-06 | |
Interest Rate | one-month LIBOR+3% | |
Mortgages and notes payable | $ 0 | $ 4,769 |
M&T Bank | 1 Month LIBOR | Secured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% |
Mortgages - Summary of Mortga_2
Mortgages - Summary of Mortgages (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 5.00% |
Maximum | Prime Rate plus 1.25% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 5.00% |
Minimum | Prime Rate plus 1.25% | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Mortgages - Additional Informat
Mortgages - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Investment in rental property pledges as collateral | $ 161.6 |
Mortgages - Schedule of Estimat
Mortgages - Schedule of Estimated Future Principal Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 62,906 |
2023 | 109,582 |
2024 | 199,760 |
2025 | 20,195 |
2026 | 416,843 |
Thereafter | 889,874 |
Long-term Debt | $ 1,699,160 |
Interest Rate Swaps - Summary o
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | ||
Weighted Average Fixed Rate | 2.62% | |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Weighted Average Fixed Rate | 2.11% | |
Notional Amount | $ 640,000 | $ 859,768 |
Fair Value | $ (27,171) | (72,103) |
Interest Rate Swap | Wells Fargo Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2021-02 | |
Derivative, Fixed rate | 2.39% | |
Notional Amount | 35,000 | |
Fair Value | (70) | |
Interest Rate Swap | M&T Bank | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2021-08 | |
Derivative, Fixed rate | 1.02% | |
Notional Amount | 4,768 | |
Fair Value | (25) | |
Interest Rate Swap | Capital One, National Association One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2021-12 | |
Derivative, Fixed rate | 1.05% | |
Notional Amount | 15,000 | |
Fair Value | (141) | |
Interest Rate Swap | M&T Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2022-09 | |
Derivative, Fixed rate | 2.83% | |
Notional Amount | 25,000 | |
Fair Value | (1,139) | |
Interest Rate Swap | Bank of America | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2023-11 | |
Derivative, Fixed rate | 2.80% | |
Notional Amount | 25,000 | |
Fair Value | (1,848) | |
Interest Rate Swap | M&T Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2023-11 | |
Derivative, Fixed rate | 2.65% | |
Notional Amount | 25,000 | |
Fair Value | (1,785) | |
Interest Rate Swap | Regions Bank | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2023-12 | |
Derivative, Fixed rate | 1.18% | |
Notional Amount | 25,000 | |
Fair Value | (763) | |
Interest Rate Swap | Truist Financial Corporation One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-04 | |
Derivative, Fixed rate | 1.99% | |
Notional Amount | 25,000 | |
Fair Value | (1,487) | |
Interest Rate Swap | Bank of Montreal One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-07 | |
Derivative, Fixed rate | 1.16% | |
Notional Amount | 40,000 | |
Fair Value | (1,380) | |
Interest Rate Swap | Wells Fargo Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-10 | |
Derivative, Fixed rate | 2.72% | |
Notional Amount | $ 15,000 | 15,000 |
Fair Value | $ (702) | (1,422) |
Interest Rate Swap | Capital One, National Association Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-12 | |
Derivative, Fixed rate | 1.58% | |
Notional Amount | $ 15,000 | 15,000 |
Fair Value | $ (241) | (799) |
Interest Rate Swap | Bank of Montreal Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-01 | |
Derivative, Fixed rate | 1.91% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (649) | (1,725) |
Interest Rate Swap | Truist Financial Corporation Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-04 | |
Derivative, Fixed rate | 2.20% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (905) | (2,084) |
Interest Rate Swap | Bank of Montreal Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-07 | |
Derivative, Fixed rate | 2.32% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,049) | (2,351) |
Interest Rate Swap | Truist Financial Corporation Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-07 | |
Derivative, Fixed rate | 1.99% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (767) | (1,941) |
Interest Rate Swap | Truist Financial Corporation Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-12 | |
Derivative, Fixed rate | 2.30% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,125) | (2,481) |
Interest Rate Swap | Bank of Montreal Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 1.92% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (760) | (2,039) |
Interest Rate Swap | Bank of Montreal Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 2.05% | |
Notional Amount | $ 40,000 | 40,000 |
Fair Value | $ (1,415) | (3,523) |
Interest Rate Swap | Capital One, National Association Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 2.08% | |
Notional Amount | $ 35,000 | 35,000 |
Fair Value | $ (1,274) | (3,078) |
Interest Rate Swap | Truist Financial Corporation Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 1.93% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (768) | (2,019) |
Interest Rate Swap | Capital One, National Association Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-04 | |
Derivative, Fixed rate | 2.68% | |
Notional Amount | $ 15,000 | 15,000 |
Fair Value | $ (941) | (1,843) |
Interest Rate Swap | Capital One, National Association Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-07 | |
Derivative, Fixed rate | 1.32% | |
Notional Amount | $ 35,000 | 35,000 |
Fair Value | $ (205) | (1,806) |
Interest Rate Swap | Bank of Montreal Six | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-12 | |
Derivative, Fixed rate | 2.33% | |
Notional Amount | $ 10,000 | 10,000 |
Fair Value | $ (538) | (1,156) |
Interest Rate Swap | Bank of Montreal Seven | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-12 | |
Derivative, Fixed rate | 1.99% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (936) | (2,372) |
Interest Rate Swap | Wells Fargo Bank Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2027-04 | |
Derivative, Fixed rate | 2.72% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,887) | (3,555) |
Interest Rate Swap | Bank of Montreal Eight | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2027-12 | |
Derivative, Fixed rate | 2.37% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,570) | (3,234) |
Interest Rate Swap | Capital One, National Association Six | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2027-12 | |
Derivative, Fixed rate | 2.37% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,575) | (3,199) |
Interest Rate Swap | Wells Fargo Bank Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2028-01 | |
Derivative, Fixed rate | 2.37% | |
Notional Amount | $ 75,000 | 75,000 |
Fair Value | $ (4,741) | (9,650) |
Interest Rate Swap | Bank of Montreal Nine | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-05 | |
Derivative, Fixed rate | 2.09% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,316) | (2,994) |
Interest Rate Swap | Regions Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-05 | |
Derivative, Fixed rate | 2.11% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,356) | (3,004) |
Interest Rate Swap | Regions Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-06 | |
Derivative, Fixed rate | 2.03% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,222) | (2,843) |
Interest Rate Swap | U.S. Bank National Association | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-06 | |
Derivative, Fixed rate | 2.03% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,220) | (2,902) |
Interest Rate Swap | U S Bank National Association One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-08 | |
Derivative, Fixed rate | 1.35% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (9) | $ (1,445) |
Interest Rate Swaps - Summary_2
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Parenthetical) (Detail) - Interest Rate Swap | 12 Months Ended |
Dec. 31, 2021 | |
Derivative [Line Items] | |
Interest rate swap terminated month and year | 2021-09 |
M&T Bank | Umbrella Partnership Real Estate Investment Trust Transaction | |
Derivative [Line Items] | |
Interest rate swap assumed month and year | 2017-10 |
Interest Rate Swaps - Total Amo
Interest Rate Swaps - Total Amounts Recognized and Location of Gain (Loss) in Consolidated Statement of Income and Comprehensive Income (Loss), from Converting from Variable Rates to Fixed Rates (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative [Line Items] | |||
Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income | $ 64,146 | $ 76,138 | $ 72,534 |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Amount of (Loss) Gain Recognized in Accumulated Other Comprehensive Loss | $ 39,353 | $ (50,544) | $ (37,372) |
Reclassification from Accumulated Other Comprehensive Loss, Location | Interest expense | Interest expense | Interest expense |
Reclassification from Accumulated Other Comprehensive Loss, Amount of (Loss) Gain | $ (16,136) | $ (12,656) | $ 1,492 |
Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income | $ 64,146 | $ 76,138 | $ 72,534 |
Interest Rate Swaps - Additiona
Interest Rate Swaps - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Derivative Instrument Detail [Abstract] | |
Interest rate swaps expected to be reclassified - (loss) | $ 13.1 |
Non-Controlling Interests - Add
Non-Controlling Interests - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minority Interest [Line Items] | |||
Properties contributed as part of UPREIT transactions, value | $ 0 | $ 0 | $ 0 |
Properties contributed as part of UPREIT transactions, value, net of debt assumed | $ 128,700 | $ 128,700 | |
OP units, issued | 6,058,080 | 6,943,130 | 6,948,185 |
OP Units | 4,265,126 | 4,455,308 | 6,948,185 |
Number of OP units issued during period | 1,859,257 | ||
Broadstone Net Lease, LLC | |||
Minority Interest [Line Items] | |||
Percentage of economic interests owned by non-controlling interests | 6.00% | 7.30% | 6.30% |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of OP Units Exchanged for Shares of Common Stock (Detail) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minority Interest [Line Items] | |||
Value of units exchanged | $ 47,000 | $ 15,600 | |
Common Stock | |||
Minority Interest [Line Items] | |||
OP Units exchanged for shares of common stock | 2,935 | 822 | 0 |
Additional Paid-in Capital | |||
Minority Interest [Line Items] | |||
Value of units exchanged | $ 46,968 | $ 15,631 | $ 0 |
Credit Risk Concentrations - Ad
Credit Risk Concentrations - Additional Information (Detail) - Customer | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | |||
Number of tenants or common franchises | 0 | 0 | 0 |
Management fees | Credit Availability Concentration Risk | Financial Institution Two | |||
Concentration Risk [Line Items] | |||
Concentrations risk percentage | 2.00% | 18.00% |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 22, 2022 | Aug. 23, 2021 | Jun. 28, 2021 | Sep. 21, 2020 | Jan. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Line Items] | ||||||||
Issuance of shares of common stock, shares | 1,088,977 | |||||||
Offering price | $ 24.10 | |||||||
Net proceeds from issuance of common stock | $ 25,000 | $ 280,356 | $ 588,457 | $ 329,750 | ||||
Common stock, voting rights | one vote per share | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Description of total shares quarterly redeemed | Total shares redeemed pursuant to the Share Redemption Program in any quarter could not exceed 1% of the total number of shares outstanding at the beginning of the calendar year plus 50% of the total number of any additional shares issued during the prior calendar quarter under the DRIP (as defined below), provided that the total number of shares redeemed during any calendar year could not exceed 5% of the number of shares outstanding as of the first day of such calendar year. | |||||||
Share redemption program termination effective date | Feb. 10, 2020 | |||||||
Common stock, shares issued | 162,383,000 | 108,609,000 | ||||||
Common Stock | ||||||||
Equity [Line Items] | ||||||||
Issuance of shares of common stock, shares | 13,910 | 659 | 18,560 | |||||
Maximum | Common Stock | ||||||||
Equity [Line Items] | ||||||||
Gross Sale Price | $ 400,000 | |||||||
Distribution Reinvestment Plan | ||||||||
Equity [Line Items] | ||||||||
Issuance of shares of common stock, shares | 275,271 | 3,012,052 | ||||||
Common stock, shares issued | 12,300,812 | 12,019,170 | ||||||
Stock Redeemable After 12 Months but Less than Five Years | ||||||||
Equity [Line Items] | ||||||||
Share value redeemable percentage | 95.00% | |||||||
Stock Redeemable after Five Years | ||||||||
Equity [Line Items] | ||||||||
Share value redeemable percentage | 100.00% | |||||||
IPO | ||||||||
Equity [Line Items] | ||||||||
Issuance of shares of common stock, shares | 37,000,000 | |||||||
Offering price | $ 17 | |||||||
ATM | ||||||||
Equity [Line Items] | ||||||||
Issuance of shares of common stock, shares | 1,071,500 | |||||||
Net proceeds from issuance of common stock | $ 27,300 | |||||||
ATM | Common Stock | ||||||||
Equity [Line Items] | ||||||||
Shares Issued, Price Per Share | $ 26.26 | |||||||
Payments for Commissions | $ 300 | |||||||
Payments of Stock Issuance Costs | 500 | |||||||
Common stock with an aggregate sales price | $ 371,900 | |||||||
VWAP Earnout | Common Stock | ||||||||
Equity [Line Items] | ||||||||
Issuance of shares of common stock, shares | 1,088,977 | |||||||
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 | |||||||
Follow-on equity offering | Revolving Credit Facility | ||||||||
Equity [Line Items] | ||||||||
Repayments of lines of credit | $ 160,600 |
Equity - Summary of Redemptions
Equity - Summary of Redemptions under Company's Share Redemption Program (Detail) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)Stockholdershares | Dec. 31, 2019USD ($)Stockholdershares | |
Equity [Abstract] | ||
Number of redemptions requested | Stockholder | 0 | 96 |
Number of shares | shares | 0 | 2,610 |
Aggregate redemption price | $ | $ 0 | $ 54,599 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares | Mar. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares of restricted stock | 202,000 | 341,000 | ||
Weighted average grant date fair value per share | $ 18.70 | $ 20.50 | ||
Performance-based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares of restricted stock | 132,000 | |||
Weighted average grant date fair value per share | $ 24.40 | |||
Number of restricted stock | 0 | 0 | ||
2020 Equity Incentive Plan | Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares of restricted stock | 199,430 | 340,976 | ||
2020 Equity Incentive Plan | Determined Share Value | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant date fair value per share | $ 18.66 | $ 20.50 | ||
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 | 132,189 | |||
Non-vested share awards percentage | 50.00% | |||
Vesting percentage payout schedule can produce | 100.00% | |||
Performance period | 3 years | |||
Percentage as rTSR of peer group | 55.00% | |||
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 | 200.00% | |||
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 | 0.00% | |||
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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation cost | $ 3,926 | $ 1,989 |
Dividends declared on unvested RSAs | 394 | 131 |
Grand date fair value of shares vested during the period | 3,296 | 0 |
Unamortized value of RSAs | $ 4,715 | $ 5,001 |
Weighted average amortization period (in years) | 2 years 4 months 24 days | 2 years 9 months 18 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSA Activity (Detail) - Restricted Stock Awards - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested at beginning of period | 341 | 0 |
Number of Shares, Granted | 202 | 341 |
Number of shares of restricted stock vested | (164) | 0 |
Number of Shares, Forfeited | (7) | 0 |
Number of Shares, Unvested at end of period | 372 | 341 |
Weighted Average Grant Date Fair Value per Share, Unvested at beginning of period | $ 20.50 | $ 0 |
Weighted Average Grant Date Fair Value per Share, Granted | 18.70 | 20.50 |
Weighted Average Grant Date Fair Value per Share, Vested | 20.15 | 0 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 19.40 | 0 |
Weighted Average Grant Date Fair Value per Share, Unvested at end of period | $ 19.62 | $ 20.50 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of PRSUs (Detail) - Performance-based Restricted Stock Units $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation cost | $ 743 |
Unamortized value of PRSUs | $ 1,931 |
Weighted average amortization period (in years) | 2 years 2 months 12 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of PRSU Activity (Detail) - Performance-based Restricted Stock Units shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Unvested at beginning of period | shares | 0 |
Number of Shares, Granted | shares | 132 |
Number of Shares, Vested | shares | 0 |
Number of Shares, Forfeited | shares | (22) |
Number of Shares, Unvested at end of period | shares | 110 |
Weighted Average Grant Date Fair Value per Share, Unvested at beginning of period | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | 24.40 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value per Share, Forfeited | $ / shares | 24.40 |
Weighted Average Grant Date Fair Value per Share, Unvested at end of period | $ / shares | $ 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Basic earnings: | |||
Net earnings attributable to Broadstone Net Lease, Inc. common shareholders | $ 102,426 | $ 51,181 | $ 79,394 |
Less: earnings allocated to unvested restricted shares | (394) | (131) | 0 |
Net earnings used to compute basic earnings per common share | 102,032 | 51,050 | 79,394 |
Diluted earnings: | |||
Net earnings used to compute basic earnings per share | 102,032 | 51,050 | 79,394 |
Net earnings attributable to non-controlling interests | 7,102 | 5,095 | 5,720 |
Net earnings used to compute diluted earnings per common share | $ 109,134 | $ 56,145 | $ 85,114 |
Weighted average number of common shares outstanding: | 153,425 | 117,289 | 95,917 |
Less: weighted average unvested restricted shares | (368) | (139) | 0 |
Weighted average number of common shares outstanding used in basic earnings per common share | 153,057 | 117,150 | 95,917 |
Effects of restricted stock units | 172 | 0 | 0 |
Effects of convertible membership units | 10,741 | 11,649 | 6,948 |
Weighted average number of common shares outstanding used in diluted earnings per common share | 163,970 | 128,799 | 102,865 |
Basic earnings per share | $ 0.67 | $ 0.44 | $ 0.83 |
Diluted earnings per share | $ 0.67 | $ 0.44 | $ 0.83 |
Earnings per Share - Summary _2
Earnings per Share - Summary of Components used in Calculation of Basic and Diluted Earnings per Share (Parenthetical) (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Unvested restricted shares of common stock | 372,150 | 340,963 | |
Weighted average effects of OP Units outstanding | 10,323,206 | 11,398,438 | 6,948,185 |
Income Taxes - Schedule of Dist
Income Taxes - Schedule of Distributions Characterized as Ordinary Dividends Capital Gain and Nontaxable (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Ordinary dividends | 61.00% | 89.00% | 43.00% |
Capital gain distributions | 0.00% | 7.00% | 8.00% |
Return of capital distributions | 39.00% | 4.00% | 49.00% |
Percentage of distributions paid to stockholders | 100.00% | 100.00% | 100.00% |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)propertyshares | Dec. 31, 2019USD ($)shares | Feb. 07, 2020USD ($) | Jan. 01, 2020USD ($) | Jan. 01, 2019USD ($) | |
Supplemental Cash Flow Elements [Line Items] | ||||||
Cash paid for interest | $ 57,300 | $ 72,600 | $ 76,400 | |||
Cash paid for state income, franchise, and foreign taxes | $ 600 | 1,500 | 2,100 | |||
Issuance of shares of common stock, shares | shares | 1,088,977 | |||||
Fair value of earnout consideration | $ 0 | 7,509 | 0 | |||
Debt | 90,500 | $ 90,484 | ||||
Adjustments to additional paid in capital mezzanine equity non-controlling interests | (2,513) | |||||
Reclassification of mezzanine equity non-controlling interests | 112,700 | |||||
Reclassification of mezzanine equity common stock | 66,400 | |||||
Reclassification of carrying value of earnout liability | $ 30,800 | |||||
Issuance of shares common stock upon conversion of OP units | shares | 2,934,489 | 822,745 | ||||
Conversion of OP Units to shares of common stock | $ 47,000 | $ 15,600 | ||||
Issuance of OP units, number of units | shares | 2,934,489 | 822,745 | ||||
Dividend declared and accrued but not yet paid | $ 45,900 | $ 39,300 | 12,200 | |||
Carrying amount of asset recognized | $ 10,800 | |||||
Number of properties placed under lease modifications | property | 5 | |||||
Provision for credit losses | $ 300 | |||||
Right-of-use assets | 3,099 | $ 3,075 | ||||
Lease liabilities | 2,570 | 2,659 | ||||
Credit for rent in advance | 1,700 | |||||
Notes receivables settled | 2,500 | |||||
ASC 842 | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Right-of-use assets | $ 1,700 | |||||
Lease liabilities | $ 1,300 | |||||
Additional Paid-in Capital | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Adjustments to additional paid in capital mezzanine equity non-controlling interests | (2,513) | |||||
Reclassification of mezzanine equity common stock | 66,400 | |||||
Reclassification of carrying value of earnout liability | 11,400 | |||||
Conversion of OP Units to shares of common stock | 46,968 | 15,631 | 0 | |||
Adjusted carrying value of non-controlling interests | (5,816) | |||||
Additional Paid-in Capital | OP | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Adjusted carrying value of non-controlling interests | 32,200 | (41,200) | 5,800 | |||
Non-controlling Interests | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Reclassification of carrying value of earnout liability | 19,400 | |||||
Conversion of OP Units to shares of common stock | $ (14,206) | (15,631) | ||||
Adjusted carrying value of non-controlling interests | $ 5,816 | |||||
Common Stock and OP Units | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Amount of equity interest issued or issuable in a business combination | 178,500 | |||||
Fair value of earnout consideration | $ 40,100 | |||||
Distribution Reinvestment Plan | ||||||
Supplemental Cash Flow Elements [Line Items] | ||||||
Issuance of shares of common stock, shares | shares | 275,271 | 3,012,052 | ||||
Common stock issued | $ 5,700 | $ 63,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
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 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Total Lease Costs Associated with Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Variable lease costs | |||
Total lease costs | $ 834 | $ 711 | $ 185 |
General and Administrative | Office Lease | |||
Operating lease costs | |||
Operating lease costs | 623 | 517 | 0 |
Property and Operating Expense | Ground Lease | |||
Operating lease costs | |||
Operating lease costs | 149 | 133 | 139 |
Variable lease costs | |||
Variable lease costs | $ 62 | $ 61 | $ 46 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Payments Associated with Obligations Under Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow, Operating Activities, Lessee [Abstract] | |||
Operating lease payments | $ 804 | $ 666 | $ 158 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Estimated Future Lease Payments Required Under Non-cancelable Operating Leases as well as Reconciliation to Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 723 | |
2023 | 539 | |
2024 | 153 | |
2025 | 155 | |
2026 | 157 | |
Thereafter | 3,620 | |
Total undiscounted cash flows | 5,347 | |
Less imputed interest | (2,777) | |
Lease liabilities | $ 2,570 | $ 2,659 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Feb. 22, 2022 | Feb. 17, 2022 | Jan. 28, 2022 | Jan. 14, 2022 | Dec. 31, 2021 | Feb. 07, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||||||||
Acquisition of rental property and associated intangible assets and liabilities | $ 25,600 | $ 25,600 | |||||||
Long-term Debt, Gross | 1,699,160 | 1,699,160 | $ 1,547,667 | ||||||
Applicable Margin of Credit Note | 0.85% | ||||||||
Repayments of Debt | $ 90,500 | ||||||||
Number of shares issued in transaction | 1,051,000 | ||||||||
Sale of Stock, Price Per Share | $ 24.10 | ||||||||
Payment of Underwriting Commission | $ 400 | ||||||||
Proceeds from Issuance of Common Stock | $ 25,000 | $ 280,356 | $ 588,457 | $ 329,750 | |||||
Revolving Credit Facility | |||||||||
Subsequent Event [Line Items] | |||||||||
Line of Credit Resolving, Maximum Borrowing Capacity | $ 1,000,000 | ||||||||
Debt Instrument, Maturity Date | Mar. 31, 2026 | ||||||||
Applicable Margin of Facility Fee | 0.20% | ||||||||
Repayments of Debt | 17,000 | ||||||||
Proceeds from Issuance of Debt | $ 37,000 | ||||||||
Revolving Credit Facility | Foreign currency | |||||||||
Subsequent Event [Line Items] | |||||||||
Long-term Debt, Gross | $ 500,000 | ||||||||
Revolving Credit Facility | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.40% | ||||||||
Revolving Credit Facility | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.725% | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Distribution paid | $ 45,800 | ||||||||
Quarterly distribution per share | $ 0.265 | ||||||||
Quarterly distribution payable date | Apr. 15, 2022 | ||||||||
Quarterly distribution date of record | Mar. 31, 2022 |
Significant Accounting Policies
Significant Accounting Policies - Summary of Impairment Charges (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)CUSTOMER | Dec. 31, 2020USD ($)CUSTOMER | Dec. 31, 2019USD ($)CUSTOMER | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||
NumberOfIndividualProperties | CUSTOMER | 7 | 7 | 4 |
Impairment of Real Estate | $ | $ 28,208 | $ 19,077 | $ 3,452 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Summary of Impact of Simultaneous Transactions (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total Lease revenues, net | $ 382,876 | $ 321,637 | $ 298,815 | |
Amortization expense | 3,800 | 14,500 | 0 | |
Loss on sale of properties | 13,523 | 14,985 | 29,914 | |
Lease Termination Impact | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Lease termination fee | $ 35,000 | 35,000 | ||
Write-off of accrued rental income | (1,496) | (1,500) | ||
Total Lease revenues, net | 33,793 | |||
Loss on sale of properties | (25,746) | 25,700 | ||
Increase to net income | 4,001 | |||
Above and Below Market Leases | Lease Revenues, Net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 3,264 | 1,127 | 3,419 | |
Above and Below Market Leases | Lease Termination Impact | Lease Revenues, Net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 289 | 300 | ||
Acquired In-Place Leases | Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 32,857 | $ 38,934 | $ 25,021 | |
Acquired In-Place Leases | Lease Termination Impact | Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ (4,046) |
Schedule III - Real Estate As_2
Schedule III - Real Estate Assets and Accumulated Depreciation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Encumbrance | $ 97,160 | |||
Initial Costs to Company, Land | 649,964 | |||
Initial Costs to Company, Buildings and Improvements | 3,496,443 | |||
Costs Capitalized Subsequent to Acquisition, Land | 5,410 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 53,374 | |||
Gross Amount at Which Carried at Close of Period, Land | 655,374 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 3,549,817 | |||
Total | 4,205,191 | $ 3,704,488 | $ 3,686,444 | $ 2,848,735 |
Accumulated Depreciation | 430,141 | $ 349,977 | $ 271,044 | $ 206,989 |
Industrial Property | Manufacturing | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | 111,511 | |||
Initial Costs to Company, Buildings and Improvements | 487,861 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 9,087 | |||
Gross Amount at Which Carried at Close of Period, Land | 111,511 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 496,948 | |||
Total | 608,459 | |||
Accumulated Depreciation | $ 59,597 | |||
Date of Construction | 1932-2021 | |||
Date Acquired | 2011-2021 | |||
Industrial Property | Manufacturing | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Industrial Property | Manufacturing | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Industrial Property | Distribution & Warehouse | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Encumbrance | $ 7,500 | |||
Initial Costs to Company, Land | 95,356 | |||
Initial Costs to Company, Buildings and Improvements | 565,182 | |||
Costs Capitalized Subsequent to Acquisition, Land | 4,511 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 1,834 | |||
Gross Amount at Which Carried at Close of Period, Land | 99,867 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 567,016 | |||
Total | 666,883 | |||
Accumulated Depreciation | $ 50,798 | |||
Date of Construction | 1929-2021 | |||
Date Acquired | 2012-2021 | |||
Industrial Property | Distribution & Warehouse | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Industrial Property | Distribution & Warehouse | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Industrial Property | Food Processing | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Encumbrance | $ 6,249 | |||
Initial Costs to Company, Land | 24,668 | |||
Initial Costs to Company, Buildings and Improvements | 264,695 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 2,700 | |||
Gross Amount at Which Carried at Close of Period, Land | 24,668 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 267,395 | |||
Total | 292,063 | |||
Accumulated Depreciation | $ 27,827 | |||
Date of Construction | 1907-2020 | |||
Date Acquired | 2012-2021 | |||
Industrial Property | Food Processing | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Industrial Property | Food Processing | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Industrial Property | Flex and R&D | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Encumbrance | $ 46,760 | |||
Initial Costs to Company, Land | 57,118 | |||
Initial Costs to Company, Buildings and Improvements | 155,150 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 4 | |||
Gross Amount at Which Carried at Close of Period, Land | 57,118 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 155,154 | |||
Total | 212,272 | |||
Accumulated Depreciation | $ 18,130 | |||
Date of Construction | 1982-2018 | |||
Date Acquired | 2013-2019 | |||
Industrial Property | Flex and R&D | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Industrial Property | Flex and R&D | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Industrial Property | Cold Storage | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Encumbrance | $ 19,557 | |||
Initial Costs to Company, Land | 11,638 | |||
Initial Costs to Company, Buildings and Improvements | 154,542 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 68 | |||
Gross Amount at Which Carried at Close of Period, Land | 11,638 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 154,610 | |||
Total | 166,248 | |||
Accumulated Depreciation | $ 17,375 | |||
Date of Construction | 1933-2017 | |||
Date Acquired | 2017-2018 | |||
Industrial Property | Cold Storage | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 7 years | |||
Industrial Property | Cold Storage | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Industrial Property | Services | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 51,531 | |||
Initial Costs to Company, Buildings and Improvements | 40,327 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 3,680 | |||
Gross Amount at Which Carried at Close of Period, Land | 51,531 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 44,007 | |||
Total | 95,538 | |||
Accumulated Depreciation | $ 4,156 | |||
Date of Construction | 1960-2020 | |||
Date Acquired | 2013-2021 | |||
Industrial Property | Services | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Industrial Property | Services | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Healthcare Properties | Clinical | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 31,837 | |||
Initial Costs to Company, Buildings and Improvements | 273,566 | |||
Costs Capitalized Subsequent to Acquisition, Land | 557 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 10,182 | |||
Gross Amount at Which Carried at Close of Period, Land | 32,394 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 283,748 | |||
Total | 316,142 | |||
Accumulated Depreciation | $ 47,300 | |||
Date of Construction | 1970-2018 | |||
Date Acquired | 2010-2021 | |||
Healthcare Properties | Clinical | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Healthcare Properties | Clinical | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Healthcare Properties | Healthcare Services | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 21,160 | |||
Initial Costs to Company, Buildings and Improvements | 137,863 | |||
Costs Capitalized Subsequent to Acquisition, Land | (145) | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 508 | |||
Gross Amount at Which Carried at Close of Period, Land | 21,015 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 138,371 | |||
Total | 159,386 | |||
Accumulated Depreciation | $ 9,900 | |||
Date of Construction | 1982-2020 | |||
Date Acquired | 2009-2021 | |||
Healthcare Properties | Healthcare Services | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Healthcare Properties | Healthcare Services | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Healthcare Properties | Animal Health Services | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 15,943 | |||
Initial Costs to Company, Buildings and Improvements | 111,107 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | (635) | |||
Gross Amount at Which Carried at Close of Period, Land | 15,943 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 110,472 | |||
Total | 126,415 | |||
Accumulated Depreciation | $ 11,404 | |||
Date of Construction | 1954-2017 | |||
Date Acquired | 2015-2021 | |||
Healthcare Properties | Animal Health Services | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Healthcare Properties | Animal Health Services | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Healthcare Properties | Surgical | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 9,942 | |||
Initial Costs to Company, Buildings and Improvements | 117,006 | |||
Costs Capitalized Subsequent to Acquisition, Land | 290 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 135 | |||
Gross Amount at Which Carried at Close of Period, Land | 10,232 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 117,141 | |||
Total | 127,373 | |||
Accumulated Depreciation | $ 16,401 | |||
Date of Construction | 1984-2011 | |||
Date Acquired | 2014-2021 | |||
Healthcare Properties | Surgical | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Healthcare Properties | Surgical | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Healthcare Properties | Life Science | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 10,306 | |||
Initial Costs to Company, Buildings and Improvements | 78,056 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 1,212 | |||
Gross Amount at Which Carried at Close of Period, Land | 10,306 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 79,268 | |||
Total | 89,574 | |||
Accumulated Depreciation | $ 12,550 | |||
Date of Construction | 1965-2016 | |||
Date Acquired | 2011-2018 | |||
Healthcare Properties | Life Science | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Healthcare Properties | Life Science | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Healthcare Properties | Untenanted | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 251 | |||
Initial Costs to Company, Buildings and Improvements | 3,821 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 1 | |||
Gross Amount at Which Carried at Close of Period, Land | 251 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 3,822 | |||
Total | 4,073 | |||
Accumulated Depreciation | $ 343 | |||
Date of Construction | 2006 | |||
Date Acquired | 2018 | |||
Healthcare Properties | Untenanted | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Healthcare Properties | Untenanted | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Restaurant Properties | Quick Service Restaurants | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 49,683 | |||
Initial Costs to Company, Buildings and Improvements | 239,382 | |||
Costs Capitalized Subsequent to Acquisition, Land | 197 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 3,650 | |||
Gross Amount at Which Carried at Close of Period, Land | 49,880 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 243,032 | |||
Total | 292,912 | |||
Accumulated Depreciation | $ 42,108 | |||
Date of Construction | 1965-2020 | |||
Date Acquired | 2009-2020 | |||
Restaurant Properties | Quick Service Restaurants | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Restaurant Properties | Quick Service Restaurants | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Restaurant Properties | Casual Dining | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 36,120 | |||
Initial Costs to Company, Buildings and Improvements | 222,836 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 12 | |||
Gross Amount at Which Carried at Close of Period, Land | 36,120 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 222,848 | |||
Total | 258,968 | |||
Accumulated Depreciation | $ 34,062 | |||
Date of Construction | 1972-2014 | |||
Date Acquired | 2011-2021 | |||
Restaurant Properties | Casual Dining | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Restaurant Properties | Casual Dining | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Retail | Untenanted | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 63 | |||
Initial Costs to Company, Buildings and Improvements | 2,152 | |||
Gross Amount at Which Carried at Close of Period, Land | 63 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 2,152 | |||
Total | 2,215 | |||
Accumulated Depreciation | $ 83 | |||
Date of Construction | 1991 | |||
Date Acquired | 2017 | |||
Retail | Untenanted | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Retail | Untenanted | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Retail | General Merchandise | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Encumbrance | $ 17,094 | |||
Initial Costs to Company, Land | 61,833 | |||
Initial Costs to Company, Buildings and Improvements | 198,862 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 17 | |||
Gross Amount at Which Carried at Close of Period, Land | 61,833 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 198,879 | |||
Total | 260,712 | |||
Accumulated Depreciation | $ 11,839 | |||
Date of Construction | 2003-2019 | |||
Date Acquired | 2016-2021 | |||
Retail | General Merchandise | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Retail | General Merchandise | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Retail | Automotive | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 32,460 | |||
Initial Costs to Company, Buildings and Improvements | 121,643 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 18 | |||
Gross Amount at Which Carried at Close of Period, Land | 32,460 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 121,661 | |||
Total | 154,121 | |||
Accumulated Depreciation | $ 17,629 | |||
Date of Construction | 1909-2019 | |||
Date Acquired | 2014-2021 | |||
Retail | Automotive | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 7 years | |||
Retail | Automotive | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Retail | Home Furnishings | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 3,625 | |||
Initial Costs to Company, Buildings and Improvements | 90,644 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 5 | |||
Gross Amount at Which Carried at Close of Period, Land | 3,625 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 90,649 | |||
Total | 94,274 | |||
Accumulated Depreciation | $ 11,548 | |||
Date of Construction | 1974-2014 | |||
Date Acquired | 2017-2018 | |||
Retail | Home Furnishings | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Retail | Home Furnishings | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Office Properties | Corporate Headquarters | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 13,027 | |||
Initial Costs to Company, Buildings and Improvements | 95,721 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 1,810 | |||
Gross Amount at Which Carried at Close of Period, Land | 13,027 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 97,531 | |||
Total | 110,558 | |||
Accumulated Depreciation | $ 10,836 | |||
Date of Construction | 1965-2008 | |||
Date Acquired | 2012-2021 | |||
Office Properties | Corporate Headquarters | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Office Properties | Corporate Headquarters | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Office Properties | Strategic Operations | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 7,723 | |||
Initial Costs to Company, Buildings and Improvements | 90,130 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 8,858 | |||
Gross Amount at Which Carried at Close of Period, Land | 7,723 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 98,988 | |||
Total | 106,711 | |||
Accumulated Depreciation | $ 14,577 | |||
Date of Construction | 1984-2012 | |||
Date Acquired | 2016-2017 | |||
Office Properties | Strategic Operations | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 7 years | |||
Office Properties | Strategic Operations | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Office Properties | Call Center | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Land | $ 4,169 | |||
Initial Costs to Company, Buildings and Improvements | 45,814 | |||
Costs Capitalized Subsequent to Acquisition, Improvements | 10,228 | |||
Gross Amount at Which Carried at Close of Period, Land | 4,169 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 56,042 | |||
Total | 60,211 | |||
Accumulated Depreciation | $ 11,678 | |||
Date of Construction | 1979-2001 | |||
Date Acquired | 2010-2019 | |||
Office Properties | Call Center | Minimum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 15 years | |||
Office Properties | Call Center | Maximum | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Life on Which Depreciation is Computed (Years) | 39 years | |||
Office Properties | Acquisitions in Process | ||||
Real Estate And Accumulated Depreciation [Line Items] | ||||
Initial Costs to Company, Buildings and Improvements | $ 83 | |||
Gross Amount at Which Carried at Close of Period, Buildings and Improvements | 83 | |||
Total | $ 83 |
Schedule III - Real Estate As_3
Schedule III - Real Estate Assets and Accumulated Depreciation (Parenthetical) (Detail) $ in Billions | Dec. 31, 2021USD ($) |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |
Aggregate cost of real estate owned | $ 4.4 |
Schedule III - Change in Real E
Schedule III - Change in Real Estate Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Balance, beginning of period | $ 3,704,488 | $ 3,686,444 | $ 2,848,735 |
Acquisitions and building improvements | 613,646 | 108,868 | 984,760 |
Dispositions | (109,761) | (69,941) | (143,688) |
Impairment | (3,182) | (20,883) | (3,363) |
Balance, end of period | $ 4,205,191 | $ 3,704,488 | $ 3,686,444 |
Schedule III - Change in Accumu
Schedule III - Change in Accumulated Depreciation (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Real Estate And Accumulated Depreciation Disclosure [Abstract] | |||
Balance, beginning of period | $ 349,977 | $ 271,044 | $ 206,989 |
Acquisitions and building improvements | 100,878 | 93,741 | 83,797 |
Dispositions | (19,543) | (12,369) | (19,317) |
Impairment | (1,171) | (2,439) | (425) |
Balance, end of period | $ 430,141 | $ 349,977 | $ 271,044 |