Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Global Medical REIT Inc. | |
Entity Current Reporting Status | Yes | |
Entity Central Index Key | 0001533615 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | GMRE | |
Entity Common Stock, Shares Outstanding | 35,396,895 | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Small Business | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Investment in real estate: | ||
Land | $ 76,831 | $ 63,710 |
Building | 597,029 | 518,451 |
Site improvements | 7,672 | 6,880 |
Tenant improvements | 27,371 | 15,357 |
Acquired lease intangible assets | 54,698 | 43,152 |
Real Estate Investment Property, at Cost, Total | 763,601 | 647,550 |
Less: accumulated depreciation and amortization | (41,882) | (30,625) |
Investment in real estate, net | 721,719 | 616,925 |
Cash and cash equivalents | 3,216 | 3,631 |
Restricted cash | 2,656 | 1,212 |
Tenant receivables | 3,935 | 2,905 |
Escrow deposits | 3,518 | 1,752 |
Deferred assets | 11,831 | 9,352 |
Other assets | 3,847 | 322 |
Total assets | 750,722 | 636,099 |
Liabilities: | ||
Credit facility, net of unamortized discount of $3,784 and $3,922 at June 30, 2019 and December 31, 2018, respectively | 315,691 | 276,353 |
Notes payable, net of unamortized discount of $733 and $799 at June 30, 2019 and December 31, 2018, respectively | 38,652 | 38,654 |
Accounts payable and accrued expenses | 4,224 | 3,664 |
Dividends payable | 9,081 | 6,981 |
Security deposits and other | 5,881 | 4,152 |
Due to related parties, net | 1,358 | 1,030 |
Derivative liability | 9,083 | 3,487 |
Other liability | 2,371 | |
Acquired lease intangible liability, net | 2,778 | 2,028 |
Total liabilities | 389,119 | 336,349 |
Equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at June 30, 2019 and December 31, 2018, respectively (liquidation preference of $77,625 at June 30, 2019 and December 31, 2018, respectively) | 74,959 | 74,959 |
Common stock, $0.001 par value, 500,000 shares authorized; 34,653 shares and 25,944 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 35 | 26 |
Additional paid-in capital | 322,872 | 243,038 |
Accumulated deficit | (57,397) | (45,007) |
Accumulated other comprehensive loss | (9,293) | (3,721) |
Total Global Medical REIT Inc. stockholders' equity | 331,176 | 269,295 |
Noncontrolling interest | 30,427 | 30,455 |
Total equity | 361,603 | 299,750 |
Total liabilities and equity | $ 750,722 | $ 636,099 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument, Unamortized Discount | $ 733 | $ 799 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 3,105 | 3,105 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock, Liquidation Preference, Value | $ 77,625 | $ 77,625 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 34,653 | 25,944 |
Common stock, shares outstanding | 34,653 | 25,944 |
Revolving credit facility [Member] | ||
Debt Instrument, Unamortized Discount | $ 3,784 | $ 3,922 |
Notes Payable [Member] | ||
Debt Instrument, Unamortized Discount | $ 733 | $ 799 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | ||||
Rental revenue | $ 16,835 | $ 13,240 | $ 31,976 | $ 24,796 |
Other income | 45 | 9 | 104 | 18 |
Total revenue | 16,880 | 13,249 | 32,080 | 24,814 |
Expenses | ||||
General and administrative | 1,640 | 1,768 | 3,246 | 2,774 |
Operating expenses | 1,143 | 680 | 2,466 | 1,784 |
Management fees - related party | 1,584 | 1,095 | 2,918 | 2,176 |
Depreciation expense | 4,608 | 3,445 | 8,475 | 6,351 |
Amortization expense | 1,255 | 926 | 2,257 | 1,691 |
Interest expense | 4,132 | 3,942 | 8,157 | 6,627 |
Preacquisition fees | 56 | 9 | 56 | 126 |
Total expenses | 14,418 | 11,865 | 27,575 | 21,529 |
Net income | 2,462 | 1,384 | 4,505 | 3,285 |
Less: Preferred stock dividends | (1,455) | (1,455) | (2,911) | (2,911) |
Less: Net (income) loss attributable to noncontrolling interest | (103) | 7 | (162) | (28) |
Net income (loss) attributable to common stockholders | $ 904 | $ (64) | $ 1,432 | $ 346 |
Net income attributable to common stockholders per share - basic and diluted | $ 0.03 | $ 0 | $ 0.05 | $ 0.02 |
Weighted average shares outstanding - basic and diluted | 34,559 | 21,631 | 30,990 | 21,631 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive (Loss) Income | ||||
Net income | $ 2,462 | $ 1,384 | $ 4,505 | $ 3,285 |
Other comprehensive loss: | ||||
Decrease in fair value of interest rate swap agreement | (3,550) | (5,572) | 0 | |
Total other comprehensive loss | (3,550) | 0 | (5,572) | 0 |
Comprehensive (loss) income | (1,088) | 1,384 | (1,067) | 3,285 |
Less: Preferred stock dividends | (1,455) | (1,455) | (2,911) | (2,911) |
Less: Comprehensive loss (income) attributable to noncontrolling interest | 260 | 7 | 402 | (28) |
Comprehensive (loss) income attributable to common stockholders | $ (2,283) | $ (64) | $ (3,576) | $ 346 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Global Medial REIT Inc. Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Balances at Dec. 31, 2017 | $ 22 | $ 74,959 | $ 205,788 | $ (34,434) | $ 0 | $ 246,335 | $ 12,678 | $ 259,013 |
Balance (in shares) at Dec. 31, 2017 | 21,631 | 3,105 | ||||||
Net income | $ 0 | $ 0 | 0 | 3,257 | 0 | 3,257 | 28 | 3,285 |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 0 | 1,237 | 1,237 |
Dividends to common stockholders | 0 | 0 | 0 | (8,651) | 0 | (8,651) | 0 | (8,651) |
Dividends to preferred stockholders | 0 | 0 | 0 | (2,911) | 0 | (2,911) | 0 | (2,911) |
Dividends to noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | (939) | (939) |
OP Units issued to third parties | 0 | 0 | 0 | 0 | 0 | 0 | 4,742 | 4,742 |
LTIP Units redeemed for cash | 0 | 0 | 0 | 0 | 0 | 0 | (263) | (263) |
Balances at Jun. 30, 2018 | $ 22 | $ 74,959 | 205,788 | (42,739) | 0 | 238,030 | 17,483 | 255,513 |
Balances (in shares) at Jun. 30, 2018 | 21,631 | 3,105 | ||||||
Balances at Dec. 31, 2017 | $ 22 | $ 74,959 | 205,788 | (34,434) | 0 | 246,335 | 12,678 | 259,013 |
Balance (in shares) at Dec. 31, 2017 | 21,631 | 3,105 | ||||||
Balances at Dec. 31, 2018 | $ 26 | $ 74,959 | 243,038 | (45,007) | (3,721) | 269,295 | 30,455 | 299,750 |
Balances (in shares) at Dec. 31, 2018 | 25,944 | 3,105 | ||||||
Balances at Mar. 31, 2018 | $ 22 | $ 74,959 | 205,788 | (38,349) | 0 | 242,420 | 12,323 | 254,743 |
Balance (in shares) at Mar. 31, 2018 | 21,631 | 3,105 | ||||||
Net income | $ 0 | $ 0 | 0 | 1,391 | 0 | 1,391 | (7) | 1,384 |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 0 | 1,055 | 1,055 |
Dividends to common stockholders | 0 | 0 | 0 | (4,325) | 0 | (4,325) | 0 | (4,325) |
Dividends to preferred stockholders | 0 | 0 | 0 | (1,456) | 0 | (1,456) | 0 | (1,456) |
Dividends to noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | (525) | (525) |
OP Units issued to third parties | 0 | 0 | 0 | 0 | 0 | 0 | 4,742 | 4,742 |
LTIP Units redeemed for cash | 0 | 0 | 0 | 0 | 0 | 0 | (105) | (105) |
Balances at Jun. 30, 2018 | $ 22 | $ 74,959 | 205,788 | (42,739) | 0 | 238,030 | 17,483 | 255,513 |
Balances (in shares) at Jun. 30, 2018 | 21,631 | 3,105 | ||||||
Balances at Dec. 31, 2018 | $ 26 | $ 74,959 | 243,038 | (45,007) | (3,721) | 269,295 | 30,455 | 299,750 |
Balance (in shares) at Dec. 31, 2018 | 25,944 | 3,105 | ||||||
Net income | $ 0 | $ 0 | 0 | 4,343 | 0 | 4,343 | 162 | 4,505 |
Issuance of shares of common stock, net | $ 9 | $ 0 | 79,258 | 0 | 0 | 79,267 | 0 | 79,267 |
Issuance of shares of common stock, net (in shares) | 8,652 | 0 | ||||||
LTIP Units and OP Units redeemed for common stock | $ 0 | $ 0 | 576 | 0 | 0 | 576 | (576) | 0 |
LTIP Units and OP Units redeemed for common stock (in shares) | 57 | 0 | ||||||
Change in fair value of interest rate swap agreements | $ 0 | $ 0 | 0 | 0 | (5,572) | (5,572) | 0 | (5,572) |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 0 | 1,625 | 1,625 |
Dividends to common stockholders | 0 | 0 | 0 | (13,822) | 0 | (13,822) | 0 | (13,822) |
Dividends to preferred stockholders | 0 | 0 | 0 | (2,911) | 0 | (2,911) | 0 | (2,911) |
Dividends to noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | (1,745) | (1,745) |
OP Units issued to third parties | 0 | 0 | 0 | 0 | 0 | 0 | 506 | 506 |
Balances at Jun. 30, 2019 | $ 35 | $ 74,959 | 322,872 | (57,397) | (9,293) | 331,176 | 30,427 | 361,603 |
Balances (in shares) at Jun. 30, 2019 | 34,653 | 3,105 | ||||||
Balances at Mar. 31, 2019 | $ 35 | $ 74,959 | 322,359 | (51,390) | (5,743) | 340,220 | 30,342 | 370,562 |
Balance (in shares) at Mar. 31, 2019 | 34,555 | 3,105 | ||||||
Net income | $ 0 | $ 0 | 0 | 2,359 | 0 | 2,359 | 103 | 2,462 |
Issuance of shares of common stock, net | $ 0 | 0 | 513 | 0 | 0 | 513 | 0 | 513 |
Issuance of shares of common stock, net (in shares) | 98 | |||||||
LTIP Units and OP Units redeemed for common stock | $ 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
LTIP Units and OP Units redeemed for common stock (in shares) | 0 | |||||||
Change in fair value of interest rate swap agreements | $ 0 | 0 | 0 | 0 | (3,550) | (3,550) | 0 | (3,550) |
Stock-based compensation expense | 0 | 0 | 0 | 0 | 0 | 0 | 854 | 854 |
Dividends to common stockholders | 0 | 0 | 0 | (6,911) | 0 | (6,911) | 0 | (6,911) |
Dividends to preferred stockholders | 0 | 0 | 0 | (1,455) | 0 | (1,455) | 0 | (1,455) |
Dividends to noncontrolling interest | 0 | 0 | 0 | 0 | 0 | 0 | (872) | (872) |
Balances at Jun. 30, 2019 | $ 35 | $ 74,959 | $ 322,872 | $ (57,397) | $ (9,293) | $ 331,176 | $ 30,427 | $ 361,603 |
Balances (in shares) at Jun. 30, 2019 | 34,653 | 3,105 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | ||
Net income | $ 4,505 | $ 3,285 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 8,475 | 6,351 |
Amortization of acquired lease intangible assets | 2,257 | 1,691 |
Amortization of above market leases, net | 405 | 294 |
Amortization of deferred financing costs and other | 651 | 983 |
Stock-based compensation expense | 1,625 | 1,237 |
Other | 70 | 46 |
Changes in operating assets and liabilities: | ||
Tenant receivables | (1,030) | (635) |
Deferred assets | (2,479) | (2,635) |
Other assets | 37 | 97 |
Accounts payable and accrued expenses | (22) | 1,254 |
Security deposits and other | 1,729 | 2,924 |
Accrued management fees due to related party | 441 | 31 |
Net cash provided by operating activities | 16,664 | 14,923 |
Investing activities | ||
Purchase of land, buildings, and other tangible and intangible assets and liabilities | (115,472) | (124,874) |
Escrow deposits for purchase of properties | (1,622) | (298) |
Loans to related parties | (113) | (80) |
Capital expenditures on existing real estate investments | (193) | (437) |
Pre-acquisition costs | (74) | 118 |
Net cash used in investing activities | (117,474) | (125,571) |
Financing activities | ||
Net proceeds received from common equity offerings | 79,651 | |
Escrow deposits required by third party lenders | (144) | (144) |
Repayment of note payable | (68) | |
Proceeds from Credit Facility | 103,800 | 129,950 |
Repayment of Credit Facility | (64,600) | (6,500) |
Payments of deferred financing costs | (422) | (1,123) |
Redemption of LTIP Units | (263) | |
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders | (13,467) | (9,288) |
Dividends paid to preferred stockholders | (2,911) | (2,911) |
Net cash provided by financing activities | 101,839 | 109,721 |
Net increase (decrease) in cash and cash equivalents and restricted cash | 1,029 | (927) |
Cash and cash equivalents and restricted cash-beginning of period | 4,843 | 7,114 |
Cash and cash equivalents and restricted cash-end of period | 5,872 | 6,187 |
Supplemental cash flow information: | ||
Cash payments for interest | 7,521 | 5,592 |
Noncash financing and investing activities: | ||
Accrued dividends payable | 9,081 | 5,826 |
Initial recognition of lease liability related to right of use asset | 3,143 | |
OP Units issued for property acquisition | 506 | 4,742 |
Accrued common stock offering costs | 384 | |
LTIP Units and OP Units redeemed for common stock | 576 | |
Accrued pre acquisition costs for purchase of properties and tenant improvements | 196 | $ 1,647 |
Interest Rate Swap [Member] | ||
Noncash financing and investing activities: | ||
Interest rate swap agreements fair value change recognized in other comprehensive loss | $ 5,572 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2019 | |
Organization | |
Organization | Note 1 – Organization Global Medical REIT Inc. (the “Company”) is a Maryland corporation engaged primarily in the acquisition of purpose-built healthcare facilities and the leasing of those facilities to strong healthcare systems and physician groups with leading market share. The Company is externally managed and advised by Inter-American Management, LLC (the “Advisor”), a Delaware limited liability company and an affiliate of the Company. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary named Global Medical REIT L.P. (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly-owned subsidiary of the Company named Global Medical REIT GP LLC, a Delaware limited liability company. As of June 30, 2019, the Company was the 89.79% limited partner of the Operating Partnership, with an aggregate of 10.21% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for common limited partnership units (“OP Units”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to the Company’s and Advisor’s directors, officers and employees and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units. The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units held by third parties by the total number of shares of common stock, LTIP Units and OP Units outstanding. Any future issuances of additional shares of common stock, LTIP Units or OP Units could change the noncontrolling ownership interest. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates. Investment in Real Estate The Company adopted ASU 2017-01 – “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”) which provides guidance to determine when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition. ASU 2017-01 requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations. ASU 2017-01 results in most, if not all, of the Company’s acquisitions being accounted for as asset acquisitions because substantially all of the fair value of the gross assets the Company acquires are concentrated in a single asset or group of similar identifiable assets. For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but not “owner occupied,” the Company will also allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Real estate and related assets are stated net of accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the buildings, which are generally between 23 and 50 years, tenant improvements, which are generally between one and 19 years, and site improvements, which are generally between three and 14 years. Revenue Recognition The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, rental revenue includes “expense recoveries”, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses. The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations. The Company assesses the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease. As of June 30, 2019 and December 31, 2018, based on the company’s assessment, no allowance was recorded as one was not deemed necessary. However, because future events may adversely affect the Company’s tenants, a valuation allowance may need to be established in the future. Cash and Cash Equivalents and Restricted Cash The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with an original maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company that were received from certain tenants that the Company collected to pay specific tenant expenses, such as real estate taxes and insurance, on the tenant’s behalf (“tenant reimbursements”). The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018: As of June 30, 2019 2018 Cash and cash equivalents $ 3,216 $ 4,755 Restricted cash 2,656 1,432 Total cash and cash equivalents and restricted cash $ 5,872 $ 6,187 Escrow Deposits The escrow deposits balance as of June 30, 2019 and December 31, 2018 was $3,518 and $1,752, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, as hereinafter defined. Deferred Assets The deferred assets balance as of June 30, 2019 and December 31, 2018 was $11,831 and $9,352, respectively. The balance as of June 30, 2019 consisted of $11,544 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $287 of other deferred costs. The balance as of December 31, 2018 consisted of $8,706 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $646 of other deferred costs. Other Assets The other assets balance was $3,847 as of June 30, 2019, which consisted of $3,111 for a right of use asset that was recorded in connection with the implementation of ASC Topic 842 on January 1, 2019 (refer to Note 8 – “Leases” for additional details), $589 in capitalized costs related to property acquisitions and capital expenditures on investment in real estate, and $147 in a prepaid asset. The other assets balance was $322 as of December 31, 2018, which consisted of $139 in capitalized costs related to property acquisitions and $183 in a prepaid asset. Security Deposits and Other The security deposits and other liability balance as of June 30, 2019 and December 31, 2018 was $5,881 and $4,152, respectively. The balance as of June 30, 2019 consisted of security deposits of $4,684 and a tenant impound liability of $1,197 related to amounts owed for specific tenant expenses. The balance as of December 31, 2018 consisted of security deposits of $3,272 and a tenant impound liability of $880 related to amounts owed for specific tenant expenses. Derivative Instruments - Interest Rate Swaps As of June 30, 2019 and December 31, 2018, the Company had three interest rate swaps that were designated as cash flow hedges of interest rate risk. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for a portion of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from three counterparties in exchange for the Company making fixed-rate payments over the life of the agreement. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging” and ASU No. 2017‑12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” As of June 30, 2019 and December 31, 2018, the Company’s liability balance related to these interest rate swaps was $9,083 and $3,487, respectively. Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details. Other Liability As of June 30, 2019 the Company had an other liability balance of $2,371 that was recorded in connection with the implementation of ASC Topic 842 on January 1, 2019 (refer to Note 8 – “Leases” for additional details). Reclassification The Company reclassified the line item “Expense Recoveries” on its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 of $659 and $1,727, respectively, to present this amount as a component of “Rental Revenue”, in order to conform to the current period presentation. |
Property Portfolio
Property Portfolio | 6 Months Ended |
Jun. 30, 2019 | |
Property Portfolio | |
Property Portfolio | Note 3 – Property Portfolio Summary of Properties Acquired During the Six Months Ended June 30, 2019 During the six months ended June 30, 2019 the Company completed six acquisitions. For each acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, each acquisition represents an asset acquisition. Accordingly, transaction costs for these acquisitions were capitalized. A rollforward of the gross investment in land, building and improvements as of June 30, 2019 resulting from these acquisitions as well as other tenant improvements and the implementation of ASC 842 is as follows: Site & Tenant Acquired Lease Gross Investment in Land Building Improvements Intangibles Real Estate Balances as of December 31, 2018 $ 63,710 $ 518,451 $ 22,237 $ 43,152 $ 647,550 Facility Acquired – Date Acquired: Zachary – 2/28/19 - 3,336 512 835 4,683 Gilbert and Chandler – 3/19/19 4,616 11,643 - - 16,259 Las Vegas – 4/15/19 2,479 15,277 2,449 2,297 22,502 Oklahoma Northwest – 4/15/19 2,364 19,501 3,187 3,155 28,207 Mishawaka – 4/15/19 1,924 10,084 1,872 2,223 16,103 Surprise – 4/15/19 1,738 18,737 4,347 3,860 28,682 ASC 842 Reclassification - - - (824) (824) Tenant improvements (1) - - 439 - 439 Total Additions (2) : 13,121 78,578 12,806 11,546 116,051 Balances as of June 30, 2019 $ 76,831 $ 597,029 $ 35,043 $ 54,698 $ 763,601 (1) Represents tenant improvements that were completed and placed in service during the six months ended June 30, 2019 related to the Sherman facility that was acquired in June 2017. (2) The Zachary facility acquisition included OP Units with a value of $506 that were issued as part of the total consideration for that transaction. Additionally, an aggregate of $897 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2019, and in connection with the adoption of ASC 842, the Company reclassified $824 of favorable ground lease intangibles to other assets. Accordingly, the total addition to gross investment in real estate funded with cash was $115,472. Depreciation expense was $4,608 and $8,475 for the three and six months ended June 30, 2019, respectively, and $3,445 and $6,351 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s facilities of $20,771. Many of these allowances are subject to contingencies that make it difficult to predict when such allowances will be utilized, if at all. In accordance with the terms of a number of the Company’s leases, capital improvement obligations in 2019 could total up to approximately $12,736. The following is a summary of the acquisitions completed during the six months ended June 30, 2019. Zachary Facility On February 28, 2019, the Company assumed the following leasehold interests in the real property located in Zachary, Louisiana for a purchase price of $4.6 million: (i) the interest, as ground lessee, in an existing ground lease of the facility with the fee owner as ground lessor, with approximately 46 years remaining in the initial term with no extension options; (ii) the interest arising under the ground lease in and to the long-term acute-care hospital located at the facility; and (iii) the interest, as landlord, in an existing lease of the facility with LTAC Hospital of Feliciana, LLC, as tenant, with approximately 16 years remaining in the initial term with three consecutive 10-year extension options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 103 Building and tenant improvements 3,745 In-place leases 305 Above-market lease intangibles 117 Leasing costs 413 Below-market lease intangibles (34) Total purchase price $ 4,649 Gilbert and Chandler Facilities On March 19, 2019, the Company purchased the following facilities located in Gilbert, Arizona and Chandler, Arizona for a total purchase price of $16.1 million: (i) a medical office building located in Gilbert, Arizona (the “Val Vista Facility”); (ii) a medical office building located in Gilbert, Arizona (the “Dobson Facility”); (iii) a medical office suite located in Chandler, Arizona (the “Pecos I Facility”); and (iv) a medical office suite located in Chandler, Arizona (the “Pecos II Facility”). Upon the closing of the acquisition, the Company assumed the seller’s interest, as lessor, in the existing leases of: (i) the Pecos I Facility to Chandler Endoscopy Center LLC with approximately seven years remaining in its initial term with two consecutive five-year extension options; and (ii) the Pecos II Facility to Valley Heart Associates, P.C, with approximately four years remaining on its initial term with one three-year extension option, and Valley Anesthesiology Consultants Inc. with approximately four years remaining on its initial term with two consecutive five-year extension options. Also, upon the closing of the acquisition, the Company (i) leased the Dobson Facility to East Valley Gastroenterology & Hepatology Associates, P.C., (“EVGHA”); (ii) leased a portion of the Val Vista Facility to EVGHA; and (iii) leased another portion of the Val Vista Facility to Premier Endoscopy Center, LLC. The Dobson Facility lease and the Val Vista Facility leases each have an initial term of 15 years with two consecutive five-year extension options. IRF Portfolio On April 15, 2019, the Company purchased four in-patient rehabilitation facilities located in Las Vegas, Nevada; Surprise, Arizona; Oklahoma City, Oklahoma and Mishawaka, Indiana (collectively, the “IRF Portfolio”) for a total purchase price of approximately $94.6 million. Upon the closing of the acquisition, the Company assumed the sellers’ interest, as lessor, in four triple-net leases (collectively, the “IRF Portfolio Leases”) with (i) Encompass Health (Las Vegas, Nevada facility); (ii) a joint venture between Cobalt Rehabilitation and Tenet Healthcare (the Surprise, Arizona facility); (iii) a joint venture between Mercy Health and Kindred Healthcare (the Oklahoma City, Oklahoma facility); and (iv) St. Joseph’s Health System (the Mishawaka, Indiana facility). The IRF Portfolio leases have a weighted average remaining lease term of approximately 8.3 years, with the Las Vegas, Nevada facility lease containing four, five-year renewal options; the Surprise, Arizona facility lease containing two, five-year renewal options; the Oklahoma City, Oklahoma facility lease containing three, 10-year renewal options and the Mishawaka, Indiana facility lease containing two, five-year renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Oklahoma Las Vegas Surprise Northwest Mishawaka Land and site improvements $ 2,723 $ 1,966 $ 2,507 $ 1,998 Building and tenant improvements 17,482 22,856 22,545 11,882 In-place leases 1,778 1,845 1,890 1,465 Above-market lease intangibles — 938 367 236 Leasing costs 519 1,077 898 522 Below-market lease intangibles (863) — — — Total purchase price $ 21,639 $ 28,682 $ 28,207 $ 16,103 Summary of Properties Acquired During the Six Months Ended June 30, 2018 During the six months ended June 30, 2018, the Company completed six acquisitions. For all six acquisitions, substantially all of the fair value of the acquisitions was concentrated in a single identifiable asset or group of similar identifiable assets and therefore all of the acquisitions represent asset acquisitions under the guidance provided by ASU 2017-01. Accordingly, transaction costs for these acquisitions were capitalized. A rollforward of the gross investment in land, building and improvements as of June 30, 2018, resulting from these acquisitions is as follows: Site & Tenant Acquired Lease Gross Investment in Land Building Improvements Intangibles Real Estate Balances as of January 1, 2018 $ 42,701 $ 384,338 $ 12,818 $ 31,650 $ 471,507 Facility Acquired – Date Acquired: Moline / Silvis – 1/24/18 — 4,895 1,216 989 7,100 Freemont – 2/9/18 162 8,335 — — 8,497 Gainesville – 2/23/18 625 9,885 — — 10,510 Dallas – 3/1/18 6,272 17,012 — — 23,284 Orlando – 3/22/18 2,543 11,720 756 1,395 16,414 Belpre – 4/19/18 3,027 50,581 3,961 7,128 64,697 Total Additions (1) : 12,629 102,428 5,933 9,512 130,502 Balances as of June 30, 2018 $ 55,330 $ 486,766 $ 18,751 $ 41,162 $ 602,009 (1) The Belpre acquisition included $4,742 of OP Units issued as part of the total consideration. An aggregate of $886 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2018, resulting in total gross investments funded using cash of $124,874. The following is a summary of the acquisitions completed during the six months ended June 30, 2018. Each acquisition was accounted for as an asset acquisition in accordance with the provisions of ASU 2017-01: Moline / Silvis Facilities Moline Facility - On January 24, 2018, the Company purchased a medical office building located in Moline, Illinois, which included the seller’s interest, as ground lessee, in an existing ground lease. The ground lease has approximately 10 years remaining in the initial term, with 12 consecutive five-year renewal options. Upon the closing of this acquisition, the Company assumed two subleases: one sublease with Fresenius Medical Care Quad Cities, LLC (“Fresenius”) with approximately 13 years remaining in the initial term, with three consecutive five-year renewal options; and one sublease with Quad Cities Nephrology Associates, P.L.C. with approximately 15 years remaining in the initial term, with three consecutive five-year renewal options. Silvis Facility - On January 24, 2018, the Company purchased a medical office building located in Silvis, Illinois from the same seller as the Moline facility, which included the seller’s interest, as ground lessee, in an existing ground lease. The ground lease has approximately 67 years remaining in the initial term, with no renewal options. Upon the closing of this acquisition, the Company assumed one sublease with Fresenius with approximately 13 years remaining in the initial term, with three consecutive 5-year renewal options. The aggregate purchase price for the Moline/Silvis facilities was $6.9 million. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed for this acquisition: Site improvements $ 249 Building and tenant improvements 5,862 In-place leases 343 Above market ground lease intangibles 219 Leasing costs 427 Below market lease intangibles (229) Total purchase price $ 6,871 Fremont Facility - On February 9, 2018, the Company purchased a medical office building located in Fremont, Ohio for a purchase price of approximately $8.5 million. Upon the closing of this acquisition, the Company entered into a new 12-year lease with Northern Ohio Medical Specialists, LLC (NOMS) with four consecutive five-year renewal options. Gainesville Facility - On February 23, 2018, the Company purchased a medical office building and ambulatory surgery center located in Gainesville, Georgia for a purchase price of approximately $10.5 million. Upon the closing of this acquisition, the Company entered into a new 12-year lease with SCP Eye Care Services, LLC with four consecutive five-year renewal options. Dallas Facility - On March 1, 2018, the Company purchased a hospital, a three-story parking garage, and land all located in Dallas, Texas for an aggregate purchase price of $23.3 million. In addition to the hospital and the parking garage, the land underlays two medical office buildings that are not owned by the Company, each of which is ground leased to the hospital. Upon the closing of this acquisition, the Company entered into two leases with Pipeline East Dallas, LLC, with one lease relating to the hospital and the other lease relating to the underlying land and parking garage. Orlando Facilities - On March 22, 2018, the Company purchased five medical office buildings from five affiliated sellers for an aggregate purchase price of $16.4 million. Upon the closing of this acquisition, the Company assumed five existing leases with Orlando Health, Inc. One lease has approximately one year remaining in its initial term, with one 10-year renewal option; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with four consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; and one lease was amended at closing to extend the remaining term to five years with four consecutive five-year renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 3,075 Building and tenant improvements 11,944 In-place leases 808 Above market lease intangibles 229 Leasing costs 358 Below market lease intangibles (10) Total purchase price $ 16,404 Belpre Portfolio - On April 19, 2018, the Company purchased a portfolio of four medical office buildings and a right of first refusal to purchase a fifth, yet to be built, medical office building on the same campus, for an aggregate purchase price of $64.1 million. Upon the closing of the acquisition the Company assumed the existing leases with Marietta Memorial Hospital, a subsidiary of Memorial Health System. Upon the closing of the acquisition, the leases had a weighted average remaining lease term of approximately 11.35 years, each with three consecutive five-year tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 4,000 Building and tenant improvements 53,569 In-place leases 2,666 Above market lease intangibles 2,494 Leasing costs 1,968 Below market lease intangibles (646) Total purchase price $ 64,051 Intangible Assets and Liabilities The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented: As of June 30, 2019 Accumulated Cost Amortization Net Assets In-place leases $ 29,036 $ (5,566) $ 23,470 Above market leases 9,550 (1,647) 7,903 Leasing costs 16,112 (2,431) 13,681 $ 54,698 $ (9,644) $ 45,054 Liabilities Below market leases $ 3,233 $ (455) $ 2,778 As of December 31, 2018 Accumulated Cost Amortization Net Assets In-place leases $ 21,753 $ (4,037) $ 17,716 Above market ground lease 707 (28) 679 Above market leases 8,009 (1,096) 6,913 Leasing costs 12,683 (1,703) 10,980 $ 43,152 $ (6,864) $ 36,288 Liability Below market leases $ 2,336 $ (308) $ 2,028 The following is a summary of the acquired lease intangible amortization: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Amortization expense related to in-place leases $ 852 $ 629 $ 1,529 $ 1,150 Amortization expense related to leasing costs $ 403 $ 297 $ 728 $ 541 Decrease in rental revenue related to above market leases $ 279 $ 229 $ 552 $ 380 Increase in rental revenue related to below market leases $ 89 $ 54 $ 147 $ 96 As of June 30, 2019, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each fiscal year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2019 (six months remaining) $ (360) $ 2,584 2020 (721) 5,167 2021 (723) 4,552 2022 (725) 4,243 2023 (702) 3,962 Thereafter (1,893) 16,643 Total $ (5,124) $ 37,151 As of June 30, 2019 the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 6.85 years and 7.41 years, respectively. |
Credit Facility, Notes Payable
Credit Facility, Notes Payable and Derivative Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Credit Facility, Notes Payable and Derivative Instruments | |
Credit Facility, Notes Payable and Derivative Instruments | Note 4 –Credit Facility, Notes Payable and Derivative Instruments Credit Facility The Company, the Operating Partnership, as borrower, and certain of its subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) are parties to a syndicated credit facility with BMO Harris Bank N.A. (“BMO”), as Administrative Agent (the “Credit Facility "). The Credit Facility has overall capacity of $350 million, consisting of a $250 million revolving Credit Facility (the “Revolver”) and a $100 million, five-year term loan (the “Term Loan”). The Revolver’s term ends in August 2022 with a one-year extension option. The Credit Facility includes a $150 million accordion feature (the "Accordion") that can increase the aggregate Credit Facility capacity to $500 million. On April 15, 2019, the Company exercised $75 million of the Accordion which increased the term loan component of the Credit Facility from $100 million to $175 million and the total borrowing capacity under the Credit Facility to $425 million. The Subsidiary Guarantors and the Company are guarantors of the obligations under the Credit Facility. The amount available to borrow from time to time under the Credit Facility is limited according to a quarterly borrowing base valuation of certain properties owned by the Subsidiary Guarantors. The Operating Partnership is subject to ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales. The Operating Partnership must also maintain (i) a maximum consolidated leverage ratio as of the end of each fiscal quarter of less than (y) 0.65:1.00 for each fiscal quarter ending prior to October 1, 2019 and (z) thereafter, 0.60:1.00, (ii) a minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum net worth of $203,795 plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2018, and (iv) a ratio of total secured recourse debt to total asset value of not greater than 0.10:1.00. The Company was in compliance with the Credit Facility covenants as of June 30, 2019. On August 7, 2018, the Company hedged its interest rate risk on the Term Loan by entering into an interest rate swap, with a notional amount of $100 million and a term of five years, which effectively fixed the LIBOR component on the Term Loan at 2.88%. Subsequently, on November 16, 2018, the Company entered into two additional interest rate swaps with separate counterparties for an aggregate notional amount of $70 million, which effectively fixed the LIBOR component of $70 million of our Credit Facility debt at 2.93%. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein. During the six months ended June 30, 2019, the Company borrowed $103,800 under the Credit Facility and repaid $64,600 for a net amount borrowed of $39,200. During the six months ended June 30, 2018 the Company borrowed $129,950 under the Credit Facility and repaid $6,500 for a net amount borrowed of $123,450. Interest expense incurred on the Credit Facility was $3,313 and $6,552 for the three and six months ended June 30, 2019 , respectively, and $2,896 and $4,662 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019 and December 31, 2018, the Company had the following outstanding borrowings under the Credit Facility: June 30, 2019 December 31, 2018 Revolver $ 144,475 $ 180,275 Term Loan 175,000 100,000 Less: Unamortized deferred financing costs (3,784) (3,922) Credit Facility, net $ 315,691 $ 276,353 Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized discount” balance in the accompanying Condensed Consolidated Balance Sheets. The Company paid $422 and $1,123 related to modifications to the Credit Facility as well as fees related to adding properties to the borrowing base during the six months ended June 30, 2019 and 2018, respectively. Amortization expense incurred was $291 and $560 for the three and six months ended June 30, 2019 , respectively, and $520 and $918 for the three and six months ended June 30, 2018, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations. In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced that it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. The Company has material contracts that are indexed to USD-LIBOR and is monitoring this activity and evaluating the related risks. Notes Payable, Net of Discount The Company’s notes payable, net, includes two loans: (1) the Cantor Loan and (2) the West Mifflin Note, described in detail below. The following table sets forth the aggregate balances of these loans as of June 30, 2019 and December 31, 2018. June 30, 2019 December 31, 2018 Notes payable, gross $ 39,475 $ 39,475 Less: Unamortized debt discount (733) (799) Principal repayments (90) (22) Notes payable, net $ 38,652 $ 38,654 Amortization expense incurred related to the debt discount was $33 and $66 for the three and six months ended June 30, 2019, respectively, and $33 and $65 for the three and six months ended June 30, 2018, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations. Cantor Loan On March 31, 2016, through certain of its wholly-owned subsidiaries, the Company entered into a $32,097 portfolio commercial mortgage-backed securities loan (the “Cantor Loan”) with Cantor Commercial Real Estate Lending, LP (“CCRE”). The subsidiaries are GMR Melbourne, LLC, GMR Westland, LLC, GMR Memphis, LLC, and GMR Plano, LLC (the “GMR Loan Subsidiaries”). The Cantor Loan has cross-default and cross-collateral terms. The Cantor Loan has a maturity date of April 6, 2026 and accrues annual interest at 5.22%. The first five years of the term require interest-only payments and thereafter payments will include interest and principal, amortized over a 30‑year schedule. Prepayment can only occur within four months prior to the maturity date, except that the Cantor Loan can be fully or partially defeased upon payment of amounts due under the Cantor Loan and payment of a defeasance amount that is sufficient to purchase U.S. government securities equal to the scheduled payments of principal, interest, fees, and any other amounts due related to a full or partial defeasance under the Cantor Loan. The Company secured the payment of the Cantor Loan with the assets, including property, facilities, and rents, held by the GMR Loan Subsidiaries and has agreed to guarantee certain customary recourse obligations, including findings of fraud, gross negligence, or breach of environmental covenants by the GMR Loan Subsidiaries. The GMR Loan Subsidiaries are required to maintain an aggregate monthly debt service coverage ratio of 1.35:1.00 for all of the collateral properties. The note balance as of June 30, 2019 and December 31, 2018 was $32,097. Interest expense incurred on this note was $423 and $842 for the three and six months ended June 30, 2019, respectively, and $423 and $843 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2019 $ - 2020 - 2021 282 2022 447 2023 471 Thereafter 30,897 Total $ 32,097 West Mifflin Note On September 25, 2015, the Company, through its wholly-owned subsidiary GMR Pittsburgh LLC, as borrower, entered into a Term Loan and Security Agreement with Capital One to borrow $7,378. The note bears interest at 3.72% per annum and all unpaid interest and principal is due on September 25, 2020. Interest is paid in arrears and interest payments began on November 1, 2015 and have continued on the first day of each calendar month thereafter. Principal payments began on November 1, 2018 and have continued on the first day of each calendar month thereafter based on an amortization schedule with the remaining principal balance due on the maturity date. The Company, at its option, may prepay the note at any time in whole (but not in part) with advanced written notice. The West Mifflin facility serves as collateral for the note. The note requires a quarterly fixed charge coverage ratio of at least 1:1, a quarterly minimum debt yield of 0.09:1.00, and annualized Operator EBITDAR (as defined in the note) measured on a quarterly basis of not less than $6,000. The Operators are Associates in Ophthalmology, Ltd. and Associates Surgery Centers, LLC. The Company made principal payments of $68 during the six months ended June 30, 2019. The note balance as of June 30, 2019 and December 31, 2018 was $7,288 and $7,356, respectively. Interest expense incurred on this note was $72 and $138 for the three and six months ended June 30, 2019, respectively, and $70 and $139 for the three and six months ended June 30, 2018, respectively. As of June 30, 2019, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2019 (six months remaining) $ 68 2020 7,220 Total $ 7,288 Derivative Instruments - Interest Rate Swaps As of June 30, 2019, the Company had three interest rate swaps that are used to manage the interest rate risk and fix the LIBOR component of certain of its floating rate debt as follows: (i) on August 7, 2018 the Company executed an interest rate swap with BMO that was designated as a cash flow hedge on the Term Loan, with a notional amount of $100 million, a fixed interest rate of 2.88%, and a maturity date of August 8, 2023; and (ii) on November 16, 2018 the Company executed separate interest rate swaps with SunTrust Bank (“SunTrust”) and Citizens Bank of Pennsylvania (“Citizens”) that were each designated as cash flow hedges. The swap with SunTrust has a notional amount of $40 million and the swap with Citizens has a notional amount of $30 million and both have a fixed interest rate of 2.93% and a maturity date of August 7, 2024. In accordance with the provisions of ASC Topic 815, the Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive loss in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporating a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820, “Fair Value Measurement.” The Company considers its own credit risk, as well as the credit risk of its counterparty, when evaluating the fair value of its derivative instruments. The fair value of the Company’s interest rate swaps was a liability of $9,083 and $3,487 as of June 30, 2019 and December 31, 2018, respectively. These amounts are included in the “Derivative Liability” line item on the Company’s Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018. The table below details the components of the loss presented on the accompanying Condensed Consolidated Statements of Comprehensive (Loss) Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and six months ended June 30, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Amount of loss recognized in other comprehensive loss $ 3,752 $ — $ 5,956 $ — Amount of loss reclassified from accumulated other comprehensive loss into interest expense (202) — (384) — Total change in accumulated other comprehensive loss $ 3,550 $ — $ 5,572 $ — During the next twelve months, the Company estimates that an additional $1,834 will be reclassified as an increase to interest expense. Additionally, during the three and six months ended June 30, 2019, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $4,132 and $8,157. Weighted-Average Interest Rate and Term The weighted average interest rate and term of the Company’s debt was 4.14% and 3.68 years at June 30, 2019, compared to 4.64% and 4.24 years as of December 31, 2018. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity | |
Equity | Note 5 – Equity Preferred Stock The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2019 and December 31, 2018, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share. Preferred stock dividend activity for the six months ended June 30, 2019 is summarized in the following table: Applicable Quarterly Dividends Date Announced Record Date Quarter Payment Date Dividend per Share December 13, 2018 January 15, 2019 Q4 2018 January 31, 2019 $ 1,455 $ 0.46875 March 6, 2019 April 15, 2019 Q1 2019 April 30, 2019 $ 1,455 $ 0.46875 June 14, 2019 July 15, 2019 Q2 2019 July 31, 2019 $ 1,455 (1) $ 0.46875 (1) Two months of this amount, equal to $970, was accrued at June 30, 2019. The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). Dividends on the Series A Preferred Stock will be cumulative and will accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the six month periods ended June 30, 2019 and 2018, the Company paid preferred dividends of $2,911. The Company may, at its option, redeem the Serial A Preferred Stock for cash in whole or in part, from time-to-time, on or after September 15, 2022 at a cash redemption price of $25.00 per share, plus any accrued and unpaid dividends up to, but not including, the date of redemption. Common Stock The Company has 500,000 authorized shares of common stock, $0.001 par value. As of June 30, 2019 and December 31, 2018, there were 34,653 and 25,944 outstanding shares of common stock, respectively. On March 18, 2019, the Company closed an underwritten public offering of its common stock and on March 25, 2019 the Company closed on part of the related over-allotment option granted to the underwriters, resulting in $75,585 in net proceeds, after deducting the underwriting discount and offering expenses. On August 17, 2018, the Company, its Advisor, and the Operating Partnership entered into a Sales Agreement, as amended on June 21, 2019, with a number of financial institutions, pursuant to which the Company may offer and sell, from time to time, up to $50 million of its common stock (the “ATM Program”). During the six months ended June 30, 2019, pursuant to the ATM Program, the Company sold and issued 419 shares of its common stock at an average price of $9.95 per share, receiving net proceeds of $4,066 after deducting commissions and expenses. Common stock dividend activity for the six months ended June 30, 2019 is summarized in the following table: Applicable Dividend Dividends Date Announced Record Date Quarter Payment Date Amount (1) per Share December 13, 2018 December 26, 2018 Q4 2018 January 10, 2019 $ 5,695 $ 0.20 March 6, 2019 March 26, 2019 Q1 2019 April 10, 2019 $ 7,688 $ 0.20 June 14, 2019 June 26, 2019 Q2 2019 July 11, 2019 $ 7,699 $ 0.20 (1) Includes distributions on granted LTIP Units and OP Units. During the six months ended June 30, 2019 and 2018, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $13,467 and $9,288, respectively. As of June 30, 2019 and December 31, 2018, the Company had an accrued dividend balance of $412 and $316 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the six months ended June 30, 2019, $182 of dividends were accrued and $86 of dividends were paid related to these units. During the six months ended June 30, 2018, $113 of dividends were accrued and $45 of dividends were paid. The amount of the dividends paid to the Company’s stockholders is determined by the Company’s Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT. OP Units OP Units are limited partnership interests in the Company's Operating Partnership. OP Units are redeemable by the holder for cash or, at the Company's option, an equivalent number of shares of the Company's common stock. During the six months ended June 30, 2019, the Company issued an aggregate of 49 OP Units with a value of $506 in connection with a facility acquisition. Additionally, during the six months ended June 30, 2019 two OP Unit holders redeemed an aggregate of 51 OP Units that were issued during 2017 in connection with a facility acquisition. The Company redeemed such OP Units for shares of its common stock with a value of $519. During the year ended December 31, 2018, the Company issued an aggregate of 1,899 OP Units with a value of $16,363 in connection with three facility acquisitions. As of June 30, 2019 and December 31, 2018, there were 3,143 and 3,145 OP Units issued and outstanding, respectively, with an aggregate value of $27,881 and $27,894, respectively. The OP Unit value is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | Note 6 – Related Party Transactions Management Agreement Upon completion of the Company’s initial public offering on July 1, 2016, the Company and the Advisor entered into an amended and restated management agreement (the “Management Agreement”). Certain material terms of the Management Agreement are summarized in the section titled “ Business — Our Advisor and our Management Agreement ,” contained in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018 filed with the SEC on March 11, 2019. Management Fees and Accrued Management Fees The Company’s management fee to the Advisor is calculated in accordance with the terms of the Management Agreement, which requires an annual base management fee equal to 1.5% of our stockholders’ equity (as defined in the Management Agreement). For the three and six months ended June 30, 2019, management fees of $1,584 and $2,918, respectively, were incurred and expensed by the Company. For the three and six months ended June 30, 2018, management fees of $1,095 and $2,176, respectively , were incurred and expensed by the Company. Accrued management fees due to the Advisor were $1,584 and $1,143 as of June 30, 2019 and December 31, 2018, respectively. No incentive management fee was incurred by the Company during the three and six months ended June 30, 2019 or 2018. Allocated General and Administrative Expenses Effective May 8, 2017, the Company and the Advisor entered into an agreement pursuant to which, for a period of one year commencing on May 8, 2017, the Company agreed to reimburse the Advisor for $125 of the annual salary of the General Counsel and Secretary of the Company for so long as he continues to be primarily dedicated to the Company in his capacity as its General Counsel and Secretary. This agreement expired in May 2018 and was not renewed. In the future, the Company may receive additional allocations of general and administrative expenses from the Advisor that are either clearly applicable to or were reasonably allocated to the operations of the Company. There were no allocated general and administrative expenses from the Advisor for the three and six months ended June 30, 2019. Other than via the terms of the reimbursement agreement noted above, there were no allocated general and administrative expenses from the Advisor for the three and six months ended June 30, 2018. Due to Related Parties, Net A rollforward of the due (to) from related parties balance, net, as of June 30, 2019 is as follows: Due to Due (to) from Due (to) from Total Due (To) Advisor – Advisor – Other Other Related From Related Mgmt. Fees Funds Party Parties, Net Balance as of January 1 , 2019 $ (1,143) $ 52 $ 61 $ (1,030) Management fee expense incurred (1) (2,918) — — (2,918) Management fees paid to Advisor (1) 2,477 — — 2,477 Loans to Advisor (2) — 97 — 97 Loans to other related parties (2) — — 16 16 Balance as of June 30, 2019 $ (1,584) $ 149 $ 77 $ (1,358) (1) Net amount accrued of $441 consists of $2,918 in management fee expense incurred, net of $2,477 of accrued management fees that were paid to the Advisor. This represents a cash flow operating activity. (2) Aggregate amount of $113 represents amounts paid by the Company on behalf of several related party entities for miscellaneous purposes. This represents a cash flow investing activity. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 7 – Stock-Based Compensation 2016 Equity Incentive Plan The 2016 Equity Incentive Plan, as amended (the “Plan”) is intended to assist the Company and its affiliates in recruiting and retaining employees of the Manager, members of the Board, executive officers of the Company, and individuals who provide services to those entities or affiliates of those entities. The Plan is intended to permit the grant of both qualifying and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units) for up to an aggregate of 2,232 shares of common stock, subject to increase under certain provisions of the Plan. On May 29, 2019, the Company's stockholders approved an amendment to the Plan to increase the number of authorized shares available for issuance under the Plan by 1,000 shares from 1,232 to 2,232. Based on the grants outstanding as of June 30, 2019, there are 1,015 units that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, settled in cash or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant. Time-Based Grants The time-based vesting LTIP unit activity under the Plan during the six months ended June 30, 2019 was as follows: LTIP Units outstanding as of December 31, 2018 588 LTIP Units earned and granted via the 2018 performance program – Annual Awards (1) 108 LTIP Units granted on a discretionary basis related to the Annual Awards (2) 28 LTIP Units granted as 2019 long-term time based awards (3) 54 LTIP Units granted to independent directors of the Board (4) 22 LTIP Units – other grant and forfeitures, net (5) (4) LTIP Units outstanding as of June 30, 2019 796 (1) The 108 LTIP Units represents earned and granted units from the previously disclosed 2018 annual awards (the “Annual Awards”). On March 5, 2019 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2018 Annual Awards and determined the number of LTIP Units that each grantee was entitled to receive. These grants vested 50% on March 5, 2019, the determination date, and 50% vest on March 5, 2020. (2) The 28 LTIP Units represents a discretionary grant by the Board. These grants vested 50% on March 5, 2019, the grant date, and 50% vest on March 5, 2020. (3) The 54 LTIP Units represent grants approved by the Board on March 5, 2019 pursuant to the Company' 2019 Long-Term Incentive Plan. These grants are valued based on the Company’s share price at the date of grant of $10.07 and vest in equal one-third increments on each of March 5, 2020, March 5, 2021, and March 5, 2022. (4) The 22 LTIP Units represent a grant to the independent directors of the Board made on May 29, 2019, which vest on May 29, 2020. (5) The decrease of four LTIP Units net represents 6 LTIP Units redeemed for the Company’s common stock with a value of $57 and one LTIP Unit that was forfeited, partially offset by three LTIP Units that were granted on March 15, 2019 related to a new hire. These three LTIP Units vest in equal one-third increments on each of March 15, 2020, March 15, 2021, and March 5, 2022. A detail of the vested and unvested LTIP units outstanding as of June 30, 2019 is as follows: Total vested units 486 Unvested units: Granted to employees of the Advisor 288 Granted to the Company’s independent directors 22 Total unvested units 310 LTIP Units outstanding as of June 30, 2019 796 Performance Based Awards For each of the past three years the Company’s Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards”) to the executive officers of the Company and other employees of the Advisor who perform services for the Company. As described in detail below the Annual Awards have one-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in both the Annual Awards and the Long-Term Awards is subject to service requirements. A detail of the Annual Awards and Long-Term Awards under the 2017, 2018, and 2019 programs as of June 30, 2019 is as follows: 2017 Program 2018 Program 2019 Program Long-Term Annual Long-Term Annual Long-Term Total Net annual and long-term LTIP awards as of December 31, 2018 (at target) 96 161 110 - - 367 LTIP Unit target grants via the 2019 Performance Program – Annual Awards and Long-Term Awards (1) - - - 133 82 215 LTIP Units earned and granted via the 2018 Performance Program – Annual Awards (2) - (108) - - - (108) LTIP Units granted on a discretionary basis via the 2018 Performance Program – Annual Awards (2) - (28) - - - (28) LTIP Units not earned under the 2018 Performance Program – Annual Awards (3) - (25) - - - (25) Net annual and long-term LTIP awards as of June 30, 2019 (at target) — (1) These target Annual Awards and Long-Term Awards were approved by the Board on March 5, 2019. (2) These amounts represent grants from the 2018 program Annual Awards. Refer to the “Time-Based Grants” table above which presents these grants as earned and time-based. (3) On March 5, 2019 the Compensation Committee determined the extent to which the Company achieved the performance goals and concluded that these target awards were not achieved. The number of target LTIP Units comprising each 2019 program Annual Award target grant was based on the closing price of the Company’s common stock reported on the New York Stock Exchange (“NYSE”) on the date of grant. The number of target LTIP Units comprising each Long-Term Award target grant was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant, in each case rounded to the nearest whole LTIP unit in order to eliminate fractional units. Annual Awards . The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee. The Compensation Committee and Board established performance goals for fiscal year 2019, as set forth in Exhibit A to the 2019 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. As of June 30, 2019, management estimated that the Performance Goals would be met at a 100% level, and accordingly, applied 100% to the net target 2019 program Annual Awards to estimate the 2019 program Annual Awards expected to be earned at the end of the performance period. Cumulative stock-based compensation expense during the six months ended June 30, 2019 reflects management’s estimate that 100% of these awards will be earned. As soon as reasonably practicable following the last day of the 2019 fiscal year, the Compensation Committee and Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP Units. Any 2019 Annual Award LTIP Units that are not earned will be forfeited and cancelled. Vesting. LTIP Units that are earned as of the end of the applicable performance period will be subject to vesting, subject to continued employment through each vesting date, in two installments as follows: 50% of the earned LTIP Units will become vested on the date in 2020 that the Board approves the number of LTIP Units to be awarded pursuant to the performance components set forth in the 2019 LTIP Annual Award Agreements and 50% of the earned LTIP Units become vested on the one year anniversary of the initial vesting date. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event. Distributions. Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee. Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of 2017, 2018 and 2019 LTIP Long-Term Award Agreements (collectively the “LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP Units that each grantee is entitled to earn under the LTIP Long-Term Award Agreements will be determined following the conclusion of a three-year performance period based on the Company’s total stockholder return (“TSR”), which is determined based on a combination of appreciation in stock price and dividends paid during the performance period. Each grantee may earn up to 200% of the number of target LTIP Units covered by the grantee’s Long-Term Award. Any target LTIP Units that are not earned will be forfeited and cancelled. The number of LTIP Units earned under the Long-Term Awards will be determined as soon as reasonably practicable following the end of the applicable three-year performance period (2020, 2021, or 2022 depending on the program) based on the Company’s TSR on an absolute basis (as to 75% of the Long-Term Award) and relative to the SNL Healthcare REIT Index (as to 25% of the Long-Term Award). Vesting. LTIP Units that are earned as of the end of the applicable three year performance period will be subject to forfeiture restrictions that will lapse (“vesting”), subject to continued employment through each vesting date as follows; 50% of the earned LTIP Units will vest upon the third anniversary of the respective grant dates and the remaining 50% will vest on the fourth anniversary of the respective grant dates. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event. Distributions. Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the maximum number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee. Stock-Based Compensation Expense In July 2018, the Company implemented the provisions of ASU 2018‑07, “Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018‑07”). This standard simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). Under the provisions of ASU 2018‑07, the Company’s prospective compensation expense for all unvested LTIP Units, Annual Awards, and Long-Term Awards is recognized using the adoption date fair value of the awards, with no remeasurement required. Compensation expense for future LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required. As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the SNL Healthcare REIT Index (the “Index”) over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award for purposes of accounting under ASC Topic 718. The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the five trading days leading up to the grant date of the Long-Term Award. The valuation date stock price is the closing stock price of the Company and each of the peer companies in the Index on the grant dates of the Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions. Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations: 2019 Long-Term 2018 Long-Term 2017 Long-Term Awards Awards Awards Share price $ 10.07 $ 8.86 $ Target awards 82 110 Volatility 31.7 % 33.8 % 33.8% - 35.4% Risk-free rate 2.5 % 2.6 % 2.4% - 2.6% Dividend assumption reinvested reinvested reinvested Expected term in years 1.7 – 2.7 The Company incurred stock compensation expense of $854 and $1,625, for the three and six months ended June 30, 2019 , respectively, and $1,055 and $1,237, for the three and six months ended June 30,2018, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Condensed Consolidated Statements of Operations. As of June 30, 2019, total unamortized compensation expense related to these awards of approximately $4.4 million is expected to be recognized over a weighted average remaining period of 1.7 years. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | Note 8 – Leases On January 1, 2019, the Company adopted ASC Topic 842, which supersedes Accounting Standards Codification Topic 840 “Leases” (“ASC Topic 840”). Information in this note with respect to the Company’s leases and lease-related costs as both lessee and lessor and lease-related receivables as lessor is presented under ASC Topic 842 as of and for the three and six months ended June 30, 2019 and under ASC Topic 840 as of and for the year ended December 31, 2018. The Company adopted ASC Topic 842 using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to accumulated deficit as of January 1, 2019 as a result of this adoption. ASC Topic 842 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with a term of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less. On adoption of the standard, we elected the package of practical expedients provided for in ASC Topic 842, including: · No reassessment of whether any expired and existing contracts were or contained leases; · No reassessment of the lease classification for any expired and existing leases; and · No reassessment of initial direct costs for any existing leases. The package of practical expedients was made as a single election and was consistently applied to all existing leases as of January 1, 2019. We also elected the practical expedient provided to lessors in a subsequent amendment to ASC Topic 842 that removed the requirement to separate lease and nonlease components, provided certain conditions were met. Information as Lessor Under ASC Topic 842 (As of and for the three and six months ended June 30, 2019) To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases were determined to be operating leases and have a portfolio average lease years remaining of approximately 10 years. Payments from the Company’s tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered noncomponents of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options. Initial direct costs, primarily commissions, related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred. Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. To date the Company’s receivables have not had any credit losses. Such amounts would be recognized as a reduction to rental and other revenues. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues. The Company recognized $16,835 and $31,976 of rental and other revenues related to operating lease payments for the three and six months ended June 30, 2019, respectively. Of these amounts $1,079 and $2,395 was for variable lease payments related to expense recoveries for the three and six months ended June 30, 2019, respectively. The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to its portfolio as of June 30, 2019 is as follows for the subsequent years ended December 31: 2019 (six months remaining) $ 29,728 2020 60,419 2021 58,993 2022 58,089 2023 57,068 Thereafter 374,196 Total $ 638,493 Information as Lessor Under ASC Topic 840 (As of and for the year ended December 31, 2018) The Company adopted the provisions of ASU 2014‑09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014‑09”) effective January 1, 2018 using the modified retrospective transition method. Rental income from leasing arrangements is specifically excluded from the standard. The Company analyzed its remaining revenue streams and concluded there were no changes in revenue recognition with the adoption of the new standard. The Company’s operations consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. These leases were accounted for as operating leases. For operating leases with contingent rental escalators, revenue was recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators were recognized on a straight-line basis over the initial lease term, subject to a collectability assessment. If the Company determined that collectability of rents was not reasonably assured, future revenue recognition was limited to amounts contractually owed and paid, and, when appropriate, an allowance for estimated losses was established. The Company consistently assessed the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments. The Company also monitored the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considered industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company’s assessment was based on amounts estimated to be recoverable over the term of the lease. As of December 31, 2018, no allowance was recorded as it was not deemed necessary. The Company’s real estate assets are leased to tenants under operating leases. The minimum rental amounts under the leases were generally subject to scheduled fixed increases. The aggregate annual minimum cash to be received by the Company on its noncancelable operating leases as of December 31, 2018 were as follows: 2019 $ 50,527 2020 51,450 2021 49,926 2022 48,862 2023 47,743 Thereafter 330,180 Total $ 578,688 Information as Lessee Under ASC Topic 842 (As of and for the three and six months ended June 30, 2019) The Company has four facilities subject to operating ground leases with a weighted average remaining term of 24 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. Upon initial adoption of ASC Topic 842, the Company recognized a lease liability of $2.2 million (included in “Other Liabilities”) and a related right of use asset of $2.2 million (included in “Other Assets”) on our Condensed Consolidated Balance Sheets equal to the present value of the minimum lease payments required under each ground lease. During the six months ended June 30, 2019, the Company recorded an additional $0.1 million right of use asset and recognized an additional lease liability of $0.1 million. The Company used a weighted average discount rate of approximately 4.42%, which was derived from our assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments over appropriate tenors. Some of our ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. We recognized approximately $35 and $86 of ground lease expense, which was paid in cash, during the three and six months ended June 30, 2019 , respectively. The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments on operating ground leases at June 30, 2019 and a reconciliation of those cash flows to the operating lease liability at June 30, 2019: 2019 (six months remaining) $ 57 2020 116 2021 116 2022 116 2023 120 2024 4,476 Thereafter 5,001 Discount (2,630) Lease liability $ 2,371 Information as Lessee Under ASC Topic 840 (As of and for the year ended December 31, 2018) The Company acquired an interest, as ground lessee, in the ground lease related to the Omaha and Clermont facilities at their dates of acquisition. In connection with the acquisitions of the Moline facility the Company acquired the seller’s interest, as ground lessee, in an existing ground lease that has approximately 10 years remaining in the initial term, with 12 consecutive five-year renewal options. In connection with the acquisition of the Silvis facility the Company acquired the seller’s interest, as ground lessee, in an existing ground lease that has approximately 67 years remaining in the initial term, with no renewal options. The aggregate minimum cash payments to be made by the Company on these land leases as of December 31, 2018, were as follows: 2019 $ 109 2020 109 2021 109 2022 109 2023 113 Thereafter 2,121 Total $ 2,670 |
Rent Concentration
Rent Concentration | 6 Months Ended |
Jun. 30, 2019 | |
Rent Concentration | |
Rent Concentration | Note 9 – Rent Concentration The Company’s facilities with a concentration of rental revenue of 5% or greater is as follows for the periods below: Three Months Ended Six Months Ended June 30, June 30, Facility 2019 2018 2019 2018 Encompass 10 % 11 % 10 % 12 % Belpre 8 9 9 5 OCOM 7 9 7 10 Sherman 5 6 5 7 Austin 5 7 5 7 East Dallas 4 6 5 - Great Bend (1) - 5 - 5 Aggregate of all other facilities 61 47 59 54 Total 100 % 100 % 100 % 100 % (1) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10 – Commitments and Contingencies Litigation The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Environmental Matters The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events | |
Subsequent Events | Note 11 – Subsequent Events Subsequent events have been evaluated through August 8, 2019, the date the financial statements were issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2018. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, including the Operating Partnership and its wholly-owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to the Company’s and Advisor’s directors, officers and employees and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units. The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units held by third parties by the total number of shares of common stock, LTIP Units and OP Units outstanding. Any future issuances of additional shares of common stock, LTIP Units or OP Units could change the noncontrolling ownership interest. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates. |
Investment in Real Estate | Investment in Real Estate The Company adopted ASU 2017-01 – “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”) which provides guidance to determine when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition. ASU 2017-01 requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations. ASU 2017-01 results in most, if not all, of the Company’s acquisitions being accounted for as asset acquisitions because substantially all of the fair value of the gross assets the Company acquires are concentrated in a single asset or group of similar identifiable assets. For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but not “owner occupied,” the Company will also allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Real estate and related assets are stated net of accumulated depreciation. Renovations, replacements and other expenditures that improve or extend the life of assets are capitalized and depreciated over their estimated useful lives. Expenditures for ordinary maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful life of the buildings, which are generally between 23 and 50 years, tenant improvements, which are generally between one and 19 years, and site improvements, which are generally between three and 14 years. |
Revenue Recognition | Revenue Recognition The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, rental revenue includes “expense recoveries”, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses. The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations. The Company assesses the need for an allowance for doubtful accounts, including an allowance for operating lease straight-line rent receivables, for estimated losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant recovery payments at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For operating lease straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease. As of June 30, 2019 and December 31, 2018, based on the company’s assessment, no allowance was recorded as one was not deemed necessary. However, because future events may adversely affect the Company’s tenants, a valuation allowance may need to be established in the future. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with an original maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company that were received from certain tenants that the Company collected to pay specific tenant expenses, such as real estate taxes and insurance, on the tenant’s behalf (“tenant reimbursements”). The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018: As of June 30, 2019 2018 Cash and cash equivalents $ 3,216 $ 4,755 Restricted cash 2,656 1,432 Total cash and cash equivalents and restricted cash $ 5,872 $ 6,187 |
Escrow Deposits | Escrow Deposits The escrow deposits balance as of June 30, 2019 and December 31, 2018 was $3,518 and $1,752, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, as hereinafter defined. |
Deferred Assets | Deferred Assets The deferred assets balance as of June 30, 2019 and December 31, 2018 was $11,831 and $9,352, respectively. The balance as of June 30, 2019 consisted of $11,544 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $287 of other deferred costs. The balance as of December 31, 2018 consisted of $8,706 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $646 of other deferred costs. |
Other Assets | Other Assets The other assets balance was $3,847 as of June 30, 2019, which consisted of $3,111 for a right of use asset that was recorded in connection with the implementation of ASC Topic 842 on January 1, 2019 (refer to Note 8 – “Leases” for additional details), $589 in capitalized costs related to property acquisitions and capital expenditures on investment in real estate, and $147 in a prepaid asset. The other assets balance was $322 as of December 31, 2018, which consisted of $139 in capitalized costs related to property acquisitions and $183 in a prepaid asset. |
Security Deposits and Other | Security Deposits and Other The security deposits and other liability balance as of June 30, 2019 and December 31, 2018 was $5,881 and $4,152, respectively. The balance as of June 30, 2019 consisted of security deposits of $4,684 and a tenant impound liability of $1,197 related to amounts owed for specific tenant expenses. The balance as of December 31, 2018 consisted of security deposits of $3,272 and a tenant impound liability of $880 related to amounts owed for specific tenant expenses. |
Derivative Instruments - Interest Rate Swaps | Derivative Instruments - Interest Rate Swaps As of June 30, 2019 and December 31, 2018, the Company had three interest rate swaps that were designated as cash flow hedges of interest rate risk. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for a portion of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from three counterparties in exchange for the Company making fixed-rate payments over the life of the agreement. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging” and ASU No. 2017‑12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities.” As of June 30, 2019 and December 31, 2018, the Company’s liability balance related to these interest rate swaps was $9,083 and $3,487, respectively. Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details. |
Other Liability | Other Liability As of June 30, 2019 the Company had an other liability balance of $2,371 that was recorded in connection with the implementation of ASC Topic 842 on January 1, 2019 (refer to Note 8 – “Leases” for additional details). |
Reclassification | Reclassification The Company reclassified the line item “Expense Recoveries” on its Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 of $659 and $1,727, respectively, to present this amount as a component of “Rental Revenue”, in order to conform to the current period presentation. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018: As of June 30, 2019 2018 Cash and cash equivalents $ 3,216 $ 4,755 Restricted cash 2,656 1,432 Total cash and cash equivalents and restricted cash $ 5,872 $ 6,187 |
Property Portfolio (Tables)
Property Portfolio (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of Properties Acquired | A rollforward of the gross investment in land, building and improvements as of June 30, 2019 resulting from these acquisitions as well as other tenant improvements and the implementation of ASC 842 is as follows: Site & Tenant Acquired Lease Gross Investment in Land Building Improvements Intangibles Real Estate Balances as of December 31, 2018 $ 63,710 $ 518,451 $ 22,237 $ 43,152 $ 647,550 Facility Acquired – Date Acquired: Zachary – 2/28/19 - 3,336 512 835 4,683 Gilbert and Chandler – 3/19/19 4,616 11,643 - - 16,259 Las Vegas – 4/15/19 2,479 15,277 2,449 2,297 22,502 Oklahoma Northwest – 4/15/19 2,364 19,501 3,187 3,155 28,207 Mishawaka – 4/15/19 1,924 10,084 1,872 2,223 16,103 Surprise – 4/15/19 1,738 18,737 4,347 3,860 28,682 ASC 842 Reclassification - - - (824) (824) Tenant improvements (1) - - 439 - 439 Total Additions (2) : 13,121 78,578 12,806 11,546 116,051 Balances as of June 30, 2019 $ 76,831 $ 597,029 $ 35,043 $ 54,698 $ 763,601 (1) Represents tenant improvements that were completed and placed in service during the six months ended June 30, 2019 related to the Sherman facility that was acquired in June 2017. (2) The Zachary facility acquisition included OP Units with a value of $506 that were issued as part of the total consideration for that transaction. Additionally, an aggregate of $897 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2019, and in connection with the adoption of ASC 842, the Company reclassified $824 of favorable ground lease intangibles to other assets. Accordingly, the total addition to gross investment in real estate funded with cash was $115,472. A rollforward of the gross investment in land, building and improvements as of June 30, 2018, resulting from these acquisitions is as follows: Site & Tenant Acquired Lease Gross Investment in Land Building Improvements Intangibles Real Estate Balances as of January 1, 2018 $ 42,701 $ 384,338 $ 12,818 $ 31,650 $ 471,507 Facility Acquired – Date Acquired: Moline / Silvis – 1/24/18 — 4,895 1,216 989 7,100 Freemont – 2/9/18 162 8,335 — — 8,497 Gainesville – 2/23/18 625 9,885 — — 10,510 Dallas – 3/1/18 6,272 17,012 — — 23,284 Orlando – 3/22/18 2,543 11,720 756 1,395 16,414 Belpre – 4/19/18 3,027 50,581 3,961 7,128 64,697 Total Additions (1) : 12,629 102,428 5,933 9,512 130,502 Balances as of June 30, 2018 $ 55,330 $ 486,766 $ 18,751 $ 41,162 $ 602,009 (1) The Belpre acquisition included $4,742 of OP Units issued as part of the total consideration. An aggregate of $886 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2018, resulting in total gross investments funded using cash of $124,874. |
Summary of Carrying amount of intangible assets and liabilities | The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented: As of June 30, 2019 Accumulated Cost Amortization Net Assets In-place leases $ 29,036 $ (5,566) $ 23,470 Above market leases 9,550 (1,647) 7,903 Leasing costs 16,112 (2,431) 13,681 $ 54,698 $ (9,644) $ 45,054 Liabilities Below market leases $ 3,233 $ (455) $ 2,778 As of December 31, 2018 Accumulated Cost Amortization Net Assets In-place leases $ 21,753 $ (4,037) $ 17,716 Above market ground lease 707 (28) 679 Above market leases 8,009 (1,096) 6,913 Leasing costs 12,683 (1,703) 10,980 $ 43,152 $ (6,864) $ 36,288 Liability Below market leases $ 2,336 $ (308) $ 2,028 |
Summary of the acquired lease intangible amortization | The following is a summary of the acquired lease intangible amortization: Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 Amortization expense related to in-place leases $ 852 $ 629 $ 1,529 $ 1,150 Amortization expense related to leasing costs $ 403 $ 297 $ 728 $ 541 Decrease in rental revenue related to above market leases $ 279 $ 229 $ 552 $ 380 Increase in rental revenue related to below market leases $ 89 $ 54 $ 147 $ 96 |
Schedule of net amortization acquired lease intangible assets and liabilities | As of June 30, 2019, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each fiscal year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2019 (six months remaining) $ (360) $ 2,584 2020 (721) 5,167 2021 (723) 4,552 2022 (725) 4,243 2023 (702) 3,962 Thereafter (1,893) 16,643 Total $ (5,124) $ 37,151 |
Zachary Facility [Member] | |
Schedule of tangible and intangible assets | The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 103 Building and tenant improvements 3,745 In-place leases 305 Above-market lease intangibles 117 Leasing costs 413 Below-market lease intangibles (34) Total purchase price $ 4,649 |
Silvis facility [Member] | |
Schedule of tangible and intangible assets | The aggregate purchase price for the Moline/Silvis facilities was $6.9 million. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed for this acquisition: Site improvements $ 249 Building and tenant improvements 5,862 In-place leases 343 Above market ground lease intangibles 219 Leasing costs 427 Below market lease intangibles (229) Total purchase price $ 6,871 |
Orlando Facilities [Member] | |
Schedule of tangible and intangible assets | . The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 3,075 Building and tenant improvements 11,944 In-place leases 808 Above market lease intangibles 229 Leasing costs 358 Below market lease intangibles (10) Total purchase price $ 16,404 |
Belpre Portfolio [Member] | |
Schedule of tangible and intangible assets | The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Land and site improvements $ 4,000 Building and tenant improvements 53,569 In-place leases 2,666 Above market lease intangibles 2,494 Leasing costs 1,968 Below market lease intangibles (646) Total purchase price $ 64,051 |
IRF Portfolio [Member] | |
Schedule of tangible and intangible assets | The following table presents the details of the tangible and intangible assets acquired and liabilities assumed: Oklahoma Las Vegas Surprise Northwest Mishawaka Land and site improvements $ 2,723 $ 1,966 $ 2,507 $ 1,998 Building and tenant improvements 17,482 22,856 22,545 11,882 In-place leases 1,778 1,845 1,890 1,465 Above-market lease intangibles — 938 367 236 Leasing costs 519 1,077 898 522 Below-market lease intangibles (863) — — — Total purchase price $ 21,639 $ 28,682 $ 28,207 $ 16,103 |
Credit Facility, Notes Payabl_2
Credit Facility, Notes Payable and Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Instrument [Line Items] | |
Schedule of Aggregate balances of loans payable | The Company’s notes payable, net, includes two loans: (1) the Cantor Loan and (2) the West Mifflin Note, described in detail below. The following table sets forth the aggregate balances of these loans as of June 30, 2019 and December 31, 2018. June 30, 2019 December 31, 2018 Notes payable, gross $ 39,475 $ 39,475 Less: Unamortized debt discount (733) (799) Principal repayments (90) (22) Notes payable, net $ 38,652 $ 38,654 |
Schedule of Outstanding borrowings | As of June 30, 2019 and December 31, 2018, the Company had the following outstanding borrowings under the Credit Facility: June 30, 2019 December 31, 2018 Revolver $ 144,475 $ 180,275 Term Loan 175,000 100,000 Less: Unamortized deferred financing costs (3,784) (3,922) Credit Facility, net $ 315,691 $ 276,353 |
Schedule of comprehensive (Loss) income | The table below details the components of the loss presented on the accompanying Condensed Consolidated Statements of Comprehensive (Loss) Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three and six months ended June 30, 2019 and 2018: Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Amount of loss recognized in other comprehensive loss $ 3,752 $ — $ 5,956 $ — Amount of loss reclassified from accumulated other comprehensive loss into interest expense (202) — (384) — Total change in accumulated other comprehensive loss $ 3,550 $ — $ 5,572 $ — |
Cantor Loan [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt | As of June 30, 2019, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2019 $ - 2020 - 2021 282 2022 447 2023 471 Thereafter 30,897 Total $ 32,097 |
West Mifflin Note Payable [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Long-term Debt | As of June 30, 2019, scheduled principal payments due for each fiscal year ended December 31 are listed below as follows: 2019 (six months remaining) $ 68 2020 7,220 Total $ 7,288 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Preferred Stock [Member] | |
Schedule of Dividends Payable | Preferred stock dividend activity for the six months ended June 30, 2019 is summarized in the following table: Applicable Quarterly Dividends Date Announced Record Date Quarter Payment Date Dividend per Share December 13, 2018 January 15, 2019 Q4 2018 January 31, 2019 $ 1,455 $ 0.46875 March 6, 2019 April 15, 2019 Q1 2019 April 30, 2019 $ 1,455 $ 0.46875 June 14, 2019 July 15, 2019 Q2 2019 July 31, 2019 $ 1,455 (1) $ 0.46875 |
Common Stock [Member] | |
Schedule of Dividends Payable | Common stock dividend activity for the six months ended June 30, 2019 is summarized in the following table: Applicable Dividend Dividends Date Announced Record Date Quarter Payment Date Amount (1) per Share December 13, 2018 December 26, 2018 Q4 2018 January 10, 2019 $ 5,695 $ 0.20 March 6, 2019 March 26, 2019 Q1 2019 April 10, 2019 $ 7,688 $ 0.20 June 14, 2019 June 26, 2019 Q2 2019 July 11, 2019 $ 7,699 $ 0.20 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Schedule of time-based vesting LTIP unit activity | The time-based vesting LTIP unit activity under the Plan during the six months ended June 30, 2019 was as follows: LTIP Units outstanding as of December 31, 2018 588 LTIP Units earned and granted via the 2018 performance program – Annual Awards (1) 108 LTIP Units granted on a discretionary basis related to the Annual Awards (2) 28 LTIP Units granted as 2019 long-term time based awards (3) 54 LTIP Units granted to independent directors of the Board (4) 22 LTIP Units – other grant and forfeitures, net (5) (4) LTIP Units outstanding as of June 30, 2019 796 (1) The 108 LTIP Units represents earned and granted units from the previously disclosed 2018 annual awards (the “Annual Awards”). On March 5, 2019 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2018 Annual Awards and determined the number of LTIP Units that each grantee was entitled to receive. These grants vested 50% on March 5, 2019, the determination date, and 50% vest on March 5, 2020. (2) The 28 LTIP Units represents a discretionary grant by the Board. These grants vested 50% on March 5, 2019, the grant date, and 50% vest on March 5, 2020. (3) The 54 LTIP Units represent grants approved by the Board on March 5, 2019 pursuant to the Company' 2019 Long-Term Incentive Plan. These grants are valued based on the Company’s share price at the date of grant of $10.07 and vest in equal one-third increments on each of March 5, 2020, March 5, 2021, and March 5, 2022. (4) The 22 LTIP Units represent a grant to the independent directors of the Board made on May 29, 2019, which vest on May 29, 2020. (5) The decrease of four LTIP Units net represents 6 LTIP Units redeemed for the Company’s common stock with a value of $57 and one LTIP Unit that was forfeited, partially offset by three LTIP Units that were granted on March 15, 2019 related to a new hire. These three LTIP Units vest in equal one-third increments on each of March 15, 2020, March 15, 2021, and March 5, 2022. A detail of the vested and unvested LTIP units outstanding as of June 30, 2019 is as follows: Total vested units 486 Unvested units: Granted to employees of the Advisor 288 Granted to the Company’s independent directors 22 Total unvested units 310 LTIP Units outstanding as of June 30, 2019 796 |
Schedule of of the Annual Awards and Long-Term Awards | For each of the past three years the Company’s Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards”) to the executive officers of the Company and other employees of the Advisor who perform services for the Company. As described in detail below the Annual Awards have one-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in both the Annual Awards and the Long-Term Awards is subject to service requirements. A detail of the Annual Awards and Long-Term Awards under the 2017, 2018, and 2019 programs as of June 30, 2019 is as follows: 2017 Program 2018 Program 2019 Program Long-Term Annual Long-Term Annual Long-Term Total Net annual and long-term LTIP awards as of December 31, 2018 (at target) 96 161 110 - - 367 LTIP Unit target grants via the 2019 Performance Program – Annual Awards and Long-Term Awards (1) - - - 133 82 215 LTIP Units earned and granted via the 2018 Performance Program – Annual Awards (2) - (108) - - - (108) LTIP Units granted on a discretionary basis via the 2018 Performance Program – Annual Awards (2) - (28) - - - (28) LTIP Units not earned under the 2018 Performance Program – Annual Awards (3) - (25) - - - (25) Net annual and long-term LTIP awards as of June 30, 2019 (at target) — (1) These target Annual Awards and Long-Term Awards were approved by the Board on March 5, 2019. (2) These amounts represent grants from the 2018 program Annual Awards. Refer to the “Time-Based Grants” table above which presents these grants as earned and time-based. (3) On March 5, 2019 the Compensation Committee determined the extent to which the Company achieved the performance goals and concluded that these target awards were not achieved. |
Schedule of of the assumptions for the Long-Term Awards using Monte Carlo simulations | Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations: 2019 Long-Term 2018 Long-Term 2017 Long-Term Awards Awards Awards Share price $ 10.07 $ 8.86 $ Target awards 82 110 Volatility 31.7 % 33.8 % 33.8% - 35.4% Risk-free rate 2.5 % 2.6 % 2.4% - 2.6% Dividend assumption reinvested reinvested reinvested Expected term in years 1.7 – 2.7 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Schedule of aggregate annual minimum cash to be received by the Company | The aggregate annual minimum cash to be received by the Company on the noncancelable operating leases related to its portfolio as of June 30, 2019 is as follows for the subsequent years ended December 31: 2019 (six months remaining) $ 29,728 2020 60,419 2021 58,993 2022 58,089 2023 57,068 Thereafter 374,196 Total $ 638,493 The Company’s real estate assets are leased to tenants under operating leases. The minimum rental amounts under the leases were generally subject to scheduled fixed increases. The aggregate annual minimum cash to be received by the Company on its noncancelable operating leases as of December 31, 2018 were as follows: 2019 $ 50,527 2020 51,450 2021 49,926 2022 48,862 2023 47,743 Thereafter 330,180 Total $ 578,688 |
Schedule of aggregate minimum cash payments to be made by the Company | The following table sets forth the undiscounted cash flows of our scheduled obligations for future minimum payments on operating ground leases at June 30, 2019 and a reconciliation of those cash flows to the operating lease liability at June 30, 2019: 2019 (six months remaining) $ 57 2020 116 2021 116 2022 116 2023 120 2024 4,476 Thereafter 5,001 Discount (2,630) Lease liability $ 2,371 The aggregate minimum cash payments to be made by the Company on these land leases as of December 31, 2018, were as follows: 2019 $ 109 2020 109 2021 109 2022 109 2023 113 Thereafter 2,121 Total $ 2,670 |
Rent Concentration (Tables)
Rent Concentration (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Rent Concentration | |
Schedule of concentration of rental revenue | Note 9 – Rent Concentration The Company’s facilities with a concentration of rental revenue of 5% or greater is as follows for the periods below: Three Months Ended Six Months Ended June 30, June 30, Facility 2019 2018 2019 2018 Encompass 10 % 11 % 10 % 12 % Belpre 8 9 9 5 OCOM 7 9 7 10 Sherman 5 6 5 7 Austin 5 7 5 7 East Dallas 4 6 5 - Great Bend (1) - 5 - 5 Aggregate of all other facilities 61 47 59 54 Total 100 % 100 % 100 % 100 % |
Organization (Details)
Organization (Details) | 6 Months Ended |
Jun. 30, 2019 | |
long-term incentive plan LTIP [Member] | |
Limited Liability Company (LLC) or Limited Partnership (LP), Members or Limited Partners, Ownership Interest | 10.21% |
Global Medical REIT GP LLC [Member] | |
Operating Partnership | 89.79% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 3,216 | $ 3,631 | $ 4,755 | |
Restricted cash | 2,656 | 1,212 | 1,432 | |
Total cash and cash equivalents and restricted cash | $ 5,872 | $ 4,843 | $ 6,187 | $ 7,114 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Tenant Receivables | $ 3,935 | $ 2,905 | ||
Escrow Deposit | 3,518 | 1,752 | ||
Deferred Costs and Other Assets | 11,831 | 9,352 | ||
Deferred Rent Receivables, Net | 11,544 | 8,706 | ||
Security Deposit Liability | 5,881 | 4,152 | ||
Other Assets | 3,847 | 322 | ||
Other Deferred Costs, Net | 287 | 646 | ||
Capitalized Costs, Acquisitions Of Property | 589 | |||
Lease Deposit Liability | 1,197 | 880 | ||
Accumulated Capitalized Interest Costs | 139 | |||
Prepaid Expense and Other Assets | 147 | 183 | ||
Derivative Liabilities | 9,083 | 3,487 | ||
Operating Lease, Right-of-Use Asset | 3,111 | |||
Other Liabilities | 2,371 | |||
Reclassification from Expense Recoveries to Rental Revenue | $ 659 | $ 1,727 | ||
Accounting Standards Update 2017-02 [Member] | ||||
Other Liabilities | 2,371 | |||
Interest Rate Swap [Member] | ||||
Derivative Liabilities | $ 9,083 | 3,487 | ||
Building [Member] | Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 50 years | |||
Building [Member] | Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 23 years | |||
Tenant improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 19 years | |||
Tenant improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 1 year | |||
Land Improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life | 14 years | |||
Land Improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Plano Lease [Member] | ||||
Security Deposit Liability | $ 4,684 | $ 3,272 |
Property Portfolio - Gross Inve
Property Portfolio - Gross Investment (Details) - USD ($) $ in Thousands | Mar. 01, 2018 | Feb. 23, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |||
Property, Plant and Equipment [Line Items] | |||||||
Beginning Balance | $ 647,550 | $ 471,507 | |||||
Tenant improvements | [1] | 439 | |||||
Acquisitions | 116,051 | [2] | 130,502 | [3] | |||
Ending Balance | 763,601 | 602,009 | |||||
Zachary [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 4,683 | ||||||
Gilbert and Chandler [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 16,259 | ||||||
Las Vegas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 22,502 | ||||||
Oklahoma Northwest [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 28,207 | ||||||
Mishawaka [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 16,103 | ||||||
Surprise [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 28,682 | ||||||
ASC 842 Reclassification [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | (824) | ||||||
Moline /Silvis [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 7,100 | ||||||
Freemont [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 8,497 | ||||||
Gainesville [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | $ 10,500 | 10,510 | |||||
Dallas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | $ 23,300 | 23,284 | |||||
Orlando [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 16,414 | ||||||
Belpre [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 64,697 | ||||||
Land [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Beginning Balance | 63,710 | 42,701 | |||||
Tenant improvements | [1] | 0 | |||||
Acquisitions | 13,121 | [2] | 12,629 | [3] | |||
Ending Balance | 76,831 | 55,330 | |||||
Land [Member] | Zachary [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Land [Member] | Gilbert and Chandler [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 4,616 | ||||||
Land [Member] | Las Vegas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 2,479 | ||||||
Land [Member] | Oklahoma Northwest [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 2,364 | ||||||
Land [Member] | Mishawaka [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 1,924 | ||||||
Land [Member] | Surprise [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 1,738 | ||||||
Land [Member] | ASC 842 Reclassification [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Land [Member] | Moline /Silvis [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Land [Member] | Freemont [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 162 | ||||||
Land [Member] | Gainesville [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 625 | ||||||
Land [Member] | Dallas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 6,272 | ||||||
Land [Member] | Orlando [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 2,543 | ||||||
Land [Member] | Belpre [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 3,027 | ||||||
Building [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Beginning Balance | 518,451 | 384,338 | |||||
Tenant improvements | [1] | 0 | |||||
Acquisitions | 78,578 | [2] | 102,428 | [3] | |||
Ending Balance | 597,029 | 486,766 | |||||
Building [Member] | Zachary [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 3,336 | ||||||
Building [Member] | Gilbert and Chandler [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 11,643 | ||||||
Building [Member] | Las Vegas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 15,277 | ||||||
Building [Member] | Oklahoma Northwest [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 19,501 | ||||||
Building [Member] | Mishawaka [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 10,084 | ||||||
Building [Member] | Surprise [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 18,737 | ||||||
Building [Member] | ASC 842 Reclassification [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Building [Member] | Moline /Silvis [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 4,895 | ||||||
Building [Member] | Freemont [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 8,335 | ||||||
Building [Member] | Gainesville [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 9,885 | ||||||
Building [Member] | Dallas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 17,012 | ||||||
Building [Member] | Orlando [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 11,720 | ||||||
Building [Member] | Belpre [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 50,581 | ||||||
Site And Tenant Improvements [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Beginning Balance | 22,237 | 12,818 | |||||
Tenant improvements | [1] | 439 | |||||
Acquisitions | 12,806 | [2] | 5,933 | [3] | |||
Ending Balance | 35,043 | 18,751 | |||||
Site And Tenant Improvements [Member] | Zachary [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 512 | ||||||
Site And Tenant Improvements [Member] | Gilbert and Chandler [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Site And Tenant Improvements [Member] | Las Vegas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 2,449 | ||||||
Site And Tenant Improvements [Member] | Oklahoma Northwest [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 3,187 | ||||||
Site And Tenant Improvements [Member] | Mishawaka [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 1,872 | ||||||
Site And Tenant Improvements [Member] | Surprise [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 4,347 | ||||||
Site And Tenant Improvements [Member] | ASC 842 Reclassification [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Site And Tenant Improvements [Member] | Moline /Silvis [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 1,216 | ||||||
Site And Tenant Improvements [Member] | Freemont [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Site And Tenant Improvements [Member] | Gainesville [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Site And Tenant Improvements [Member] | Dallas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Site And Tenant Improvements [Member] | Orlando [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 756 | ||||||
Site And Tenant Improvements [Member] | Belpre [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 3,961 | ||||||
Intangibles [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Beginning Balance | 43,152 | 31,650 | |||||
Tenant improvements | [1] | 0 | |||||
Acquisitions | 11,546 | [2] | 9,512 | [3] | |||
Ending Balance | 54,698 | 41,162 | |||||
Intangibles [Member] | Zachary [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 835 | ||||||
Intangibles [Member] | Gilbert and Chandler [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Intangibles [Member] | Las Vegas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 2,297 | ||||||
Intangibles [Member] | Oklahoma Northwest [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 3,155 | ||||||
Intangibles [Member] | Mishawaka [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 2,223 | ||||||
Intangibles [Member] | Surprise [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 3,860 | ||||||
Intangibles [Member] | ASC 842 Reclassification [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | $ (824) | ||||||
Intangibles [Member] | Moline /Silvis [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 989 | ||||||
Intangibles [Member] | Freemont [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Intangibles [Member] | Gainesville [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Intangibles [Member] | Dallas [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 0 | ||||||
Intangibles [Member] | Orlando [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | 1,395 | ||||||
Intangibles [Member] | Belpre [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Acquisitions | $ 7,128 | ||||||
[1] | Represents tenant improvements that were completed and placed in service during the six months ended June 30, 2019 related to the Sherman facility that was acquired in June 2017. | ||||||
[2] | The Zachary facility acquisition included OP Units with a value of $506 that were issued as part of the total consideration for that transaction. Additionally, an aggregate of $897 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2019, and in connection with the adoption of ASC 842, the Company reclassified $824 of favorable ground lease intangibles to other assets. Accordingly, the total addition to gross investment in real estate funded with cash was $115,472. | ||||||
[3] | The Belpre acquisition included $4,742 of OP Units issued as part of the total consideration. An aggregate of $886 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2018, resulting in total gross investments funded using cash of $124,874. |
Property Portfolio - Schedule o
Property Portfolio - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Zachary Facility [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 4,649 |
Zachary Facility [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 103 |
Zachary Facility [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,745 |
Zachary Facility [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 305 |
Zachary Facility [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 117 |
Zachary Facility [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 413 |
Zachary Facility [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | (34) |
Las Vegas [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 21,639 |
Las Vegas [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,723 |
Las Vegas [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 17,482 |
Las Vegas [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,778 |
Las Vegas [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 0 |
Las Vegas [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 519 |
Las Vegas [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | (863) |
Surprise [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 28,682 |
Surprise [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,966 |
Surprise [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 22,856 |
Surprise [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,845 |
Surprise [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 938 |
Surprise [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,077 |
Surprise [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | 0 |
Oklahoma Northwest [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 28,207 |
Oklahoma Northwest [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,507 |
Oklahoma Northwest [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 22,545 |
Oklahoma Northwest [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,890 |
Oklahoma Northwest [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 367 |
Oklahoma Northwest [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 898 |
Oklahoma Northwest [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | 0 |
Mishawaka [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Financial Assets | 16,103 |
Mishawaka [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,998 |
Mishawaka [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,882 |
Mishawaka [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,465 |
Mishawaka [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 236 |
Mishawaka [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 522 |
Mishawaka [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | 0 |
Orlando Facilities [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 16,404 |
Orlando Facilities [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 3,075 |
Orlando Facilities [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 11,944 |
Orlando Facilities [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 808 |
Orlando Facilities [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 229 |
Orlando Facilities [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 358 |
Orlando Facilities [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | (10) |
Silvis facility [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 6,871 |
Silvis facility [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 249 |
Silvis facility [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 5,862 |
Silvis facility [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 343 |
Silvis facility [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 219 |
Silvis facility [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 427 |
Silvis facility [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | (229) |
Belpre Portfolio [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 64,051 |
Belpre Portfolio [Member] | Land And Site Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,000 |
Belpre Portfolio [Member] | Site And Tenant Improvements [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 53,569 |
Belpre Portfolio [Member] | In Place Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,666 |
Belpre Portfolio [Member] | Above Market Leases [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,494 |
Belpre Portfolio [Member] | Leasing costs [Member] | |
Business Acquisition [Line Items] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,968 |
Belpre Portfolio [Member] | Below Market Lease [Member] | |
Business Acquisition [Line Items] | |
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed, Below Market Lease Intangibles | $ (646) |
Property Portfolio - Summary of
Property Portfolio - Summary of the carrying amount of intangible assets and liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Cost | $ 54,698 | $ 43,152 |
Accumulated Amortization | (9,644) | (6,864) |
Net | 45,054 | 36,288 |
Liabilities | ||
Cost | 3,233 | 2,336 |
Accumulated Amortization | (455) | (308) |
Net | 2,778 | 2,028 |
In-place leases [Member] | ||
Assets | ||
Cost | 29,036 | 21,753 |
Accumulated Amortization | (5,566) | (4,037) |
Net | 23,470 | 17,716 |
Above Market Ground Lease [Member] | ||
Assets | ||
Cost | 707 | |
Accumulated Amortization | (28) | |
Net | 679 | |
Above Market Leases [Member] | ||
Assets | ||
Cost | 9,550 | 8,009 |
Accumulated Amortization | (1,647) | (1,096) |
Net | 7,903 | 6,913 |
Leasing Costs [Member] | ||
Assets | ||
Cost | 16,112 | 12,683 |
Accumulated Amortization | (2,431) | (1,703) |
Net | $ 13,681 | $ 10,980 |
Property Portfolio - Summary _2
Property Portfolio - Summary of the acquired lease intangible amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
In-place leases [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 852 | $ 629 | $ 1,529 | $ 1,150 |
Leasing Costs [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 403 | 297 | 728 | 541 |
Above Market Leases [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 279 | 229 | 552 | 380 |
Below Market Lease [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 89 | $ 54 | $ 147 | $ 96 |
Property Portfolio - Net amorti
Property Portfolio - Net amortization of the acquired lease intangible (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Net Decrease in Revenue | |
2019 | $ (360) |
2020 | (721) |
2021 | (723) |
2022 | (725) |
2023 | (702) |
Thereafter | (1,893) |
Total | (5,124) |
Net Increase in Expenses | |
2019 | 2,584 |
2020 | 5,167 |
2021 | 4,552 |
2022 | 4,243 |
2023 | 3,962 |
Thereafter | 16,643 |
Total | $ 37,151 |
Property Portfolio - Additional
Property Portfolio - Additional Information (Details) - USD ($) $ in Thousands | Apr. 19, 2018 | Mar. 22, 2018 | Mar. 01, 2018 | Feb. 23, 2018 | Mar. 19, 2019 | Feb. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Apr. 15, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Feb. 09, 2018 | Jan. 24, 2018 | |||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Allowance for Tenant Improvements | [1] | $ 439 | ||||||||||||||||
Depreciation, Total | $ 4,608 | $ 3,445 | 8,475 | $ 6,351 | ||||||||||||||
Property, Plant and Equipment, Additions | 116,051 | [2] | 130,502 | [3] | ||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 897 | |||||||||||||||||
Payments for (Proceeds from) Productive Assets | 115,472 | 124,874 | ||||||||||||||||
Tenant Improvement Allowances Receivable | 20,771 | 20,771 | ||||||||||||||||
Long-term Debt, Gross | $ 39,475 | 39,475 | $ 75,000 | $ 39,475 | ||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 897 | |||||||||||||||||
Operating Lease, Weighted Average Remaining Lease Term | 24 years | 24 years | ||||||||||||||||
Capital Lease Obligations, Noncurrent | $ 12,736 | $ 12,736 | ||||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Long-term Debt, Gross | 39,200 | $ 123,450 | $ 39,200 | 123,450 | ||||||||||||||
Lease Intangibles Asset [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 6 years 10 months 6 days | |||||||||||||||||
Lease Intangibles Liability [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years 4 months 28 days | |||||||||||||||||
Zachary Facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 4,600 | |||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 506 | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 46 years | |||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 506 | |||||||||||||||||
Gilbert And Chandler Facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 16,100 | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 4 years | |||||||||||||||||
Dobson Facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Term of Contract | 15 years | |||||||||||||||||
Moline Facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Renewal Term | 12 years | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 10 years | |||||||||||||||||
Fresenius Medical Care Quad Cities [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Renewal Term | 5 years | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 13 years | |||||||||||||||||
Quad Cities Nephrology Associates [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Renewal Term | 5 years | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 15 years | |||||||||||||||||
Silvis facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Term of Contract | 67 years | |||||||||||||||||
Fresenius [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Renewal Term | 5 years | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 13 years | |||||||||||||||||
Moline Silvis Facilities[Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 6,900 | |||||||||||||||||
Freemont [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | 8,497 | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 12 years | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | $ 8,500 | |||||||||||||||||
Gainesville [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 10,500 | 10,510 | ||||||||||||||||
Lessor, Operating Lease, Term of Contract | 12 years | |||||||||||||||||
Dallas [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 23,300 | $ 23,284 | ||||||||||||||||
Belpre Portfolio [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 64,100 | |||||||||||||||||
Lessor, Operating Lease, Term of Contract | 11 years 4 months 6 days | |||||||||||||||||
Orlando Facilities [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Property, Plant and Equipment, Additions | $ 16,400 | |||||||||||||||||
Lessor, Operating Lease, Renewal Term | 10 years | |||||||||||||||||
Belpre Facility [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 4,742 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Less Noncontrolling Interest | 886 | 886 | ||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 4,742 | |||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 124,874 | $ 124,874 | ||||||||||||||||
IRF Portfolio [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 94,600 | |||||||||||||||||
Operating Lease, Weighted Average Remaining Lease Term | 8 years 3 months 18 days | |||||||||||||||||
LTAC Hospital [Member] | ||||||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||||||
Lessor, Operating Lease, Term of Contract | 16 years | |||||||||||||||||
[1] | Represents tenant improvements that were completed and placed in service during the six months ended June 30, 2019 related to the Sherman facility that was acquired in June 2017. | |||||||||||||||||
[2] | The Zachary facility acquisition included OP Units with a value of $506 that were issued as part of the total consideration for that transaction. Additionally, an aggregate of $897 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2019, and in connection with the adoption of ASC 842, the Company reclassified $824 of favorable ground lease intangibles to other assets. Accordingly, the total addition to gross investment in real estate funded with cash was $115,472. | |||||||||||||||||
[3] | The Belpre acquisition included $4,742 of OP Units issued as part of the total consideration. An aggregate of $886 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2018, resulting in total gross investments funded using cash of $124,874. |
Credit Facility, Notes Payabl_3
Credit Facility, Notes Payable and Derivative Instruments - Schedule of outstanding borrowings under the Credit Facility (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Long-term Line of Credit | $ 315,691 | $ 276,353 |
Less: Unamortized deferred financing costs | (733) | (799) |
Revolving Credit Facility [Member] | ||
Long-term Line of Credit | 144,475 | 180,275 |
Term Loan [Member] | ||
Long-term Line of Credit | 175,000 | 100,000 |
Revolving credit facility [Member] | ||
Less: Unamortized deferred financing costs | $ (3,784) | $ (3,922) |
Credit Facility, Notes Payabl_4
Credit Facility, Notes Payable and Derivative Instruments - Schedule of net of unamortized discount balances (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Apr. 15, 2019 | Dec. 31, 2018 |
Credit Facility, Notes Payable and Derivative Instruments | |||
Notes payable, gross | $ 39,475 | $ 75,000 | $ 39,475 |
Less: Unamortized debt discount | (733) | (799) | |
Principal repayment | (90) | (22) | |
Notes payable, net | $ 38,652 | $ 38,654 |
Credit Facility, Notes Payabl_5
Credit Facility, Notes Payable and Derivative Instruments - Scheduled Principal Payments Due On Cantor Loan Note Payable (Details) - Cantor Loan [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||
2019 (six months remaining) | $ 0 | |
2020 | 0 | |
2021 | 282 | |
2022 | 447 | |
2023 | 471 | |
Thereafter | 30,897 | |
Total | $ 32,097 | $ 32,097 |
Credit Facility, Notes Payabl_6
Credit Facility, Notes Payable and Derivative Instruments - Scheduled Principal Payments Due On West Mifflin Note Payable (Details) - West Mifflin Note Payable [Member] - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 25, 2015 |
Debt Instrument [Line Items] | |||
2019 (six months remaining) | $ 68 | ||
2020 | 7,220 | ||
Total | $ 7,288 | $ 7,356 | $ 7,378 |
Credit Facility, Notes Payabl_7
Credit Facility, Notes Payable and Derivative Instruments - Schedule of interest rate swap agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Credit Facility, Notes Payable and Derivative Instruments | ||||
Amount of loss recognized in other comprehensive loss | $ 3,752 | $ 0 | $ 5,956 | $ 0 |
Amount of loss reclassified from accumulated other comprehensive loss into interest expense | (202) | 0 | (384) | 0 |
Total change in accumulated other comprehensive loss | $ 3,550 | $ 0 | $ 5,572 | $ 0 |
Credit Facility, Notes Payabl_8
Credit Facility, Notes Payable and Derivative Instruments - Additional Information (Details) - USD ($) $ in Thousands | Aug. 07, 2018 | Nov. 16, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Apr. 15, 2019 | Mar. 31, 2016 | Sep. 25, 2015 |
Debt Instrument [Line Items] | ||||||||||
Amortization of Financing Costs | $ 33 | $ 33 | $ 66 | $ 65 | ||||||
Other Operating Activities, Cash Flow Statement | 103,800 | 129,950 | ||||||||
Increase (Decrease) in Security Deposits | 1,729 | 2,924 | ||||||||
Repayments of Lines of Credit | $ 64,600 | 6,500 | ||||||||
Debt, Weighted Average Interest Rate | 4.14% | 4.14% | 4.64% | |||||||
Debt Instrument, Term | 3 years 8 months 5 days | 4 years 2 months 27 days | ||||||||
Long-term Debt, Gross | $ 39,475 | $ 39,475 | $ 39,475 | $ 75,000 | ||||||
Line Of Credit Cash Paid Other | 422 | 1,123 | ||||||||
Additional Interest Expense | 1,834 | |||||||||
Interest Expense, Total | 4,132 | 3,942 | 8,157 | 6,627 | ||||||
EBITDAR | 6,000 | |||||||||
Minimum Net Worth Required for Compliance | 203,795 | $ 203,795 | ||||||||
Net Proceeds raised Through Equity Offerings, Percent | 75.00% | |||||||||
Sun Trust Bank [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.93% | |||||||||
Citizens Bank of Pennsylvania [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.93% | |||||||||
Interest Rate Swap [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, Amount of Hedged Item | $ 100,000 | $ 70,000 | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.88% | |||||||||
Derivative Instruments in Hedges, Liabilities, at Fair Value | 9,083 | $ 9,083 | 3,487 | |||||||
Interest Rate Swap [Member] | Sun Trust Bank [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, Amount of Hedged Item | 40,000 | |||||||||
Interest Rate Swap [Member] | Citizens Bank of Pennsylvania [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, Amount of Hedged Item | 30,000 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Amortization of Financing Costs | 291 | 520 | 560 | 918 | ||||||
Increase (Decrease) in Security Deposits | 3,313 | 2,896 | 6,552 | 4,662 | ||||||
Long-term Debt, Gross | 39,200 | 123,450 | 39,200 | 123,450 | ||||||
Debt Instrument, Face Amount | 425,000 | |||||||||
Derivative, Amount of Hedged Item | $ 70,000 | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.93% | |||||||||
Revolving Credit Facility [Member] | Interest Rate Swap [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative, Amount of Hedged Item | $ 100,000 | 100,000 | 100,000 | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.88% | |||||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | 350,000 | 350,000 | ||||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | 500,000 | 500,000 | ||||||||
Accordion [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | 150,000 | 150,000 | ||||||||
Cantor Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Total | 32,097 | 32,097 | $ 32,097 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.22% | |||||||||
Interest Expense, Total | 423 | 423 | 842 | 843 | ||||||
West Mifflin Note Payable [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Total | 7,288 | 7,288 | $ 7,356 | $ 7,378 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.72% | |||||||||
Interest Expense, Debt | 72 | $ 70 | 138 | $ 139 | ||||||
Repayments of Notes Payable | 68 | |||||||||
The Revolver [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | 250,000 | 250,000 | ||||||||
The Term loan [Member] | Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 100,000 | $ 175,000 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Dividend Amount | $ 9,081 | $ 6,981 |
Preferred Stock [Member] | Dividend Declared On December 13 2018 [Member] | ||
Dividend Amount | $ 1,455 | |
Dividends per Share | $ 0.46875 | |
Preferred Stock [Member] | Dividend Declared On March 06 2019 [Member] | ||
Dividend Amount | $ 1,455 | |
Dividends per Share | $ 0.46875 | |
Preferred Stock [Member] | Dividend Declared On June 14 2019 [Member] | ||
Dividend Amount | $ 1,455 | |
Dividends per Share | $ 0.46875 | |
Common Stock [Member] | Dividend Declared On December 13 2018 [Member] | ||
Dividend Amount | $ 5,695 | |
Dividends per Share | $ 0.20 | |
Common Stock [Member] | Dividend Declared On March 06 2019 [Member] | ||
Dividend Amount | $ 7,688 | |
Dividends per Share | $ 0.20 | |
Common Stock [Member] | Dividend Declared on June 06 2019 [Member] | ||
Dividend Amount | $ 7,699 | |
Dividends per Share | $ 0.20 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 18, 2019 | Aug. 17, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Preferred Stock, Shares Authorized | 10,000 | 10,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Common Stock, Shares Authorized | 500,000 | 500,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Redemption Price Per Share | $ 25 | |||||
Common Stock, Shares, Outstanding | 34,653 | 25,944 | ||||
Dividends Payable | $ 9,081,000 | $ 6,981,000 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | |||||
Limited Partners' Capital Account, Units Issued | 1,899 | |||||
Payments of dividens, Common Stock, OP and LTIP Units | $ (13,467,000) | $ (9,288,000) | ||||
Partners' Capital Account, Units, Sale of Units | 49 | |||||
Limited Partners' Capital Account | $ 27,881,000 | $ 27,894,000 | ||||
Proceeds from Issuance of Common Stock | $ 75,585,000 | $ 79,651,000 | ||||
Shares Issued, Price Per Share | $ 9.95 | |||||
Payments of Dividends, Total | $ 2,911,000 | 2,911,000 | ||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 4,742,000 | 506,000 | 4,742,000 | |||
Stock To Be Issued During Period Value ATM Offering | $ 50,000,000 | $ 3,143,000 | 3,145,000 | |||
Partners' Capital Account, Units, Treasury Units Purchased | 51 | |||||
Partners' Capital Account, Treasury Units, Purchased | $ 519,000 | |||||
Dividend Accrued | 970,000 | |||||
IPO [Member] | ||||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 506 | 16,363,000 | ||||
At The Market [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 419 | |||||
Common Stock [Member] | ||||||
Dividends Payable | 113,000 | $ 182,000 | 113,000 | |||
Proceeds from Issuance of Common Stock | 4,066,000 | |||||
Payments of Dividends, Total | 86,000 | 45,000 | ||||
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | $ 0 | $ 0 | $ 0 | |||
Series A Preferred Stock [Member] | ||||||
Common Stock, Shares, Outstanding | 3,105 | |||||
Dividends Payable, Amount Per Share | $ 1.875 | |||||
Preferred Stock, Liquidation Preference Per Share | $ 25 | |||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||
Long Tem Incentives Plan Units [Member] | ||||||
Dividends Payable | $ 412,000 | $ 316,000 |
Related Party Transactions - Du
Related Party Transactions - Due to Related Parties, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Balance, Beginning | $ 1,030 | |||
Management fee expense incurred | $ (1,584) | $ (1,095) | (2,918) | $ (2,176) |
Management fees paid to Advisor | 2,477 | |||
(Loans to) repayments from related parties | 113 | $ 80 | ||
Balance, Ending | 1,358 | 1,358 | ||
Advisor [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loans to Advisor | 97 | |||
Other related parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
(Loans to) repayments from related parties | 16 | |||
Due To Advisor Mgmt Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance, Beginning | 1,143 | |||
Management fee expense incurred | (1,584) | (2,918) | ||
Management fees paid to Advisor | 2,477 | |||
Balance, Ending | 1,584 | 1,584 | ||
Due To Advisor Other Funds [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance, Beginning | (52) | |||
Loans to Advisor | 97 | |||
Balance, Ending | (149) | (149) | ||
Due to from Other Related party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance, Beginning | (61) | |||
Balance, Ending | $ (77) | (77) | ||
Due to from Other Related party [Member] | Other related parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
(Loans to) repayments from related parties | $ 16 |
Related Party Transactions - Ad
Related Party Transactions - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | May 08, 2017 | |
Related Party Transaction [Line Items] | ||||||
Management Fee Expense | $ 1,584 | $ 1,095 | $ 2,918 | $ 2,176 | ||
(Loans to) repayments from related parties | 113 | 80 | ||||
Due to Related Parties | 1,358 | $ 1,358 | $ 1,030 | |||
Percentage of Management Fees attributable to Shareholders | 1.50% | |||||
Due To Advisor Mgmt Fees [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Management Fee Expense | 1,584 | $ 2,918 | ||||
Payment for Management Fee | $ 1,095 | $ 2,176 | ||||
Due to Related Parties | 1,584 | 1,584 | $ 1,143 | |||
Due to from Other Related party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment for Management Fee | 2,477 | |||||
Management Fee Payable | $ 441 | $ 441 | ||||
Mr. Jamie Barber [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accrued Salaries, Current | $ 125 |
Stock-Based Compensation - Time
Stock-Based Compensation - Time-based vesting (Details) - shares | Mar. 05, 2019 | Apr. 15, 2019 | Jun. 30, 2019 | |
LTIP Units outstanding as of June 30, 2019 | 796,000 | |||
Long Tem Incentives Plan Units [Member] | ||||
LTIP units granted | 28 | 3 | ||
Long Tem Incentives Plan Units [Member] | Equity Incentive Plan 2016 [Member] | ||||
LTIP units outstanding as of December 31, 2018 | 588,000 | |||
LTIP units redeemed in cash or forfeited | [1] | (4,000) | ||
LTIP Units outstanding as of June 30, 2019 | 796,000 | |||
Long Tem Incentives Plan Units [Member] | 2018 Performance Program [Member] | ||||
LTIP units granted | [2] | 108,000 | ||
Long Tem Incentives Plan Units [Member] | Discretionary [Member] | ||||
LTIP units granted | [3] | 28,000 | ||
Long Tem Incentives Plan Units [Member] | 2019 Time Based [Member] | ||||
LTIP units granted | [4] | 54,000 | ||
Long Tem Incentives Plan Units [Member] | Independent directors [Member] | ||||
LTIP units granted | [5] | 22,000 | ||
[1] | The decrease of four LTIP Units net represents 6 LTIP Units redeemed for the Company’s common stock with a value of $57 and one LTIP Unit that was forfeited, partially offset by three LTIP Units that were granted on March 15, 2019 related to a new hire. These three LTIP Units vest in equal one-third increments on each of March 15, 2020, March 15, 2021, and March 5, 2022. | |||
[2] | The 108 LTIP Units represents earned and granted units from the previously disclosed 2018 annual awards (the “Annual Awards”). On March 5, 2019 the Compensation Committee of the Board (the “Compensation Committee”) determined the extent to which the Company achieved the performance goals related to the 2018 Annual Awards and determined the number of LTIP Units that each grantee was entitled to receive. These grants vested 50% on March 5, 2019, the determination date, and 50% vest on March 5, 2020. | |||
[3] | The 28 LTIP Units represents a discretionary grant by the Board. These grants vested 50% on March 5, 2019, the grant date, and 50% vest on March 5, 2020. | |||
[4] | The 54 LTIP Units represent grants approved by the Board on March 5, 2019 pursuant to the Company' 2019 Long-Term Incentive Plan. These grants are valued based on the Company’s share price at the date of grant of $10.07 and vest in equal one-third increments on each of March 5, 2020, March 5, 2021, and March 5, 2022.The 22 LTIP Units represent a grant to the independent directors of the Board made on May 29, 2019, which vest on May 29, 2020. | |||
[5] | The 22 LTIP Units represent a grant to the independent directors of the Board made on May 29, 2019, which vest on May 29, 2020. |
Stock-Based Compensation - Vest
Stock-Based Compensation - Vested and unvested LTIP units (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2019shares | |
Total vested units | 486 |
Unvested units: | |
Total unvested units | 310 |
LTIP units outstanding as of December 31, 2018 | 796 |
Advisor [Member] | |
Unvested units: | |
Granted | 288 |
Independent directors [Member] | |
Unvested units: | |
Granted | 22 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-Term Awards (Details) | 6 Months Ended | |
Jun. 30, 2019shares | ||
Net annual and long-term LTIP awards as of March 31, 2019 (at target) | 421 | |
Total Annual Long term Awards [Member] | ||
Net annual and long-term LTIP awards as of December 31, 2018 (at target) | 367 | |
2017 Program [Member] | Long-Term Awards [Member] | ||
Net annual and long-term LTIP awards as of December 31, 2018 (at target) | 96 | |
Net annual and long-term LTIP awards as of March 31, 2019 (at target) | 96 | |
2018 Program [Member] | Total Annual Long term Awards [Member] | ||
LTIP Units earned and granted under the 2018 Performance Program - Annual Awards | (108) | [1],[2] |
LTIP unit forfeitures | (25) | [3] |
2018 Program [Member] | Annual Awards [Member] | ||
Net annual and long-term LTIP awards as of December 31, 2018 (at target) | 161 | |
LTIP Units earned and granted under the 2018 Performance Program - Annual Awards | (108) | [1] |
LTIP unit forfeitures | (25) | [3] |
2018 Program [Member] | Long-Term Awards [Member] | ||
Net annual and long-term LTIP awards as of December 31, 2018 (at target) | 110 | |
Net annual and long-term LTIP awards as of March 31, 2019 (at target) | 110 | |
2018 Program [Member] | Discretionary [Member] | Total Annual Long term Awards [Member] | ||
LTIP Units earned and granted under the 2018 Performance Program - Annual Awards | (28) | [1] |
2018 Program [Member] | Discretionary [Member] | Annual Awards [Member] | ||
LTIP Units earned and granted under the 2018 Performance Program - Annual Awards | (28) | [1] |
2019 Program [Member] | Total Annual Long term Awards [Member] | ||
LTIP Unit target grants via the 2019 Performance Program | 215 | [2] |
2019 Program [Member] | Annual Awards [Member] | ||
LTIP Unit target grants via the 2019 Performance Program | 133 | [2] |
Net annual and long-term LTIP awards as of March 31, 2019 (at target) | 133 | |
2019 Program [Member] | Long-Term Awards [Member] | ||
LTIP Unit target grants via the 2019 Performance Program | 82 | [2] |
Net annual and long-term LTIP awards as of March 31, 2019 (at target) | 82 | |
[1] | These amounts represent grants from the 2018 program Annual Awards. Refer to the “Time-Based Grants” table above which presents these grants as earned and time-based. | |
[2] | These target Annual Awards and Long-Term Awards were approved by the Board on March 5, 2019. | |
[3] | On March 5, 2019 the Compensation Committee determined the extent to which the Company achieved the performance goals and concluded that these target awards were not achieved. |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Long-Term Awards (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Target awards | shares | 110 |
2019 Long-Term Awards | |
Adoption date price | $ / shares | $ 10.07 |
Target awards | shares | 82 |
Volatility | 31.70% |
Risk-free rate | 2.50% |
Dividend assumption | reinvested |
Expected term in years | 3 years |
2018 Program [Member] | |
Adoption date price | $ / shares | $ 8.86 |
Volatility | 33.80% |
Risk-free rate | 2.60% |
Dividend assumption | reinvested |
Expected term in years | 2 years 8 months 12 days |
2017 Program [Member] | |
Adoption date price | $ / shares | $ 8.86 |
Target awards | shares | 96 |
Dividend assumption | reinvested |
2017 Program [Member] | Maximum [Member] | |
Volatility | 35.40% |
Risk-free rate | 2.60% |
Expected term in years | 2 years 8 months 12 days |
2017 Program [Member] | Minimum [Member] | |
Volatility | 33.80% |
Risk-free rate | 2.40% |
Expected term in years | 1 year 8 months 12 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Mar. 05, 2021 | Mar. 05, 2020 | Mar. 05, 2019 | Apr. 15, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation | $ 854,000 | $ 1,055,000 | $ 1,625,000 | $ 1,237,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4,400 | $ 4,400 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||||||||
Performance Goals For Awards | 100% | ||||||||
Additional Earn Up Rate For Grantee | 150.00% | ||||||||
2018 Time Based Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 10.07 | ||||||||
2017 Program [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | |||||||
Long Tem Incentives Plan Units [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 28 | 3 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Other Grant And Forfeitures | 4 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Non Option Equity Instruments Converted To Common Stock | 6 | ||||||||
Conversion of Stock, Amount Converted | $ 57 | ||||||||
Long Tem Incentives Plan Units [Member] | 2016 Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,015,000 | 1,015,000 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,232,000 | 2,232,000 | |||||||
Long Tem Incentives Plan Units [Member] | 2018 Program [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 108 | ||||||||
Long-Term Awards [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Long-Term Awards [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
Long-Term Awards [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
Long-Term Awards [Member] | Long Term Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 200.00% | 200.00% | |||||||
Long-Term Awards [Member] | 2018 Program [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||
Long-Term Awards [Member] | 2018 Program [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% |
Leases - Aggregate annual minim
Leases - Aggregate annual minimum cash to be received by the Company on the noncancelable operating leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases | ||
2019 (six months remaining) | $ 29,728 | $ 50,527 |
2020 | 60,419 | 51,450 |
2021 | 58,993 | 49,926 |
2022 | 58,089 | 48,862 |
2023 | 57,068 | 47,743 |
Thereafter | 374,196 | 330,180 |
Total | $ 638,493 | $ 578,688 |
Leases - Scheduled obligations
Leases - Scheduled obligations for future minimum payments on operating ground leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Leases | ||
2019 | $ 57 | $ 109 |
2020 | 116 | 109 |
2021 | 116 | 109 |
2022 | 116 | 109 |
2023 | 120 | 113 |
2024 | 4,476 | |
Thereafter | 5,001 | 2,121 |
Discount | (2,630) | |
Lease liability | $ 2,371 | $ 2,670 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Operating Lease Average Remaining Lease Term | 10 years | ||
Operating Lease, Lease Income | $ 16,835 | $ 31,976 | |
Operating Lease, Variable Lease Income | $ 1,079 | $ 2,395 | |
Operating Lease, Weighted Average Remaining Lease Term | 24 years | 24 years | |
Operating Lease, Right-of-Use Asset | $ 3,111 | $ 3,111 | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.42% | 4.42% | |
Operating Lease, Expense | $ 35 | $ 86 | |
Other Liabilities | $ 2,371 | 2,371 | |
Increase In Operating Lease Right Of Use Assets | 100 | ||
Increase In Operating Lease Liabilities | $ 100 | ||
Moline Facility [Member] | |||
Lessee Operating Lease Remaining Term Of Contract | 10 years | ||
Lessor, Operating Lease, Renewal Term | 12 years | ||
Silvis facility [Member] | |||
Lessee Operating Lease Remaining Term Of Contract | 67 years |
Rent Concentration - Concentrat
Rent Concentration - Concentration of rental revenue (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | ||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Encompass [Member] | |||||
Concentration Risk, Percentage | 10.00% | 11.00% | 10.00% | 12.00% | |
Belpre [Member] | |||||
Concentration Risk, Percentage | 8.00% | 9.00% | 9.00% | 5.00% | |
OCOM [Member] | |||||
Concentration Risk, Percentage | 7.00% | 9.00% | 7.00% | 10.00% | |
Sherman [Member] | |||||
Concentration Risk, Percentage | 5.00% | 6.00% | 5.00% | 7.00% | |
Austin [Member] | |||||
Concentration Risk, Percentage | 5.00% | 7.00% | 5.00% | 7.00% | |
East Dallas [Member] | |||||
Concentration Risk, Percentage | 4.00% | 6.00% | 5.00% | 0.00% | |
Great Bend [Member] | |||||
Concentration Risk, Percentage | [1] | 0.00% | 5.00% | 0.00% | 5.00% |
All Other Facilities [Member] | |||||
Concentration Risk, Percentage | 61.00% | 47.00% | 59.00% | 54.00% | |
[1] | The Company sold its Great Bend facility in December 2018. |