Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
Entity Registrant Name | Global Medical REIT Inc. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37815 | |
Entity Tax Identification Number | 46-4757266 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 7373 Wisconsin Avenue, Suite 800 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 202 | |
Local Phone Number | 524-6851 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,587,648 | |
Entity Central Index Key | 0001533615 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | GMRE | |
Security Exchange Name | NYSE | |
Series A Preferred Stock [Member] | ||
Title of 12(b) Security | Series A Preferred Stock, par value $0.001 per share | |
Trading Symbol | GMRE PrA | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investment in real estate: | ||
Land | $ 164,315 | $ 164,315 |
Building | 1,036,224 | 1,035,705 |
Site improvements | 21,984 | 21,974 |
Tenant improvements | 67,021 | 66,358 |
Acquired lease intangible assets | 138,617 | 138,617 |
Investment in real estate, Total | 1,428,161 | 1,426,969 |
Less: accumulated depreciation and amortization | (262,287) | (247,503) |
Investment in real estate, net | 1,165,874 | 1,179,466 |
Cash and cash equivalents | 1,333 | 1,278 |
Restricted cash | 6,473 | 5,446 |
Tenant receivables, net | 7,743 | 6,762 |
Escrow deposits | 737 | 673 |
Deferred assets | 27,995 | 27,132 |
Derivative asset | 29,285 | 25,125 |
Goodwill | 5,903 | 5,903 |
Other Assets | 17,874 | 15,722 |
Total assets | 1,263,580 | 1,267,700 |
Liabilities: | ||
Credit Facility, net of unamortized debt issuance costs of $6,518 and $7,067 at March 31, 2024 and December 31, 2023, respectively | 592,082 | 585,333 |
Notes payable, net of unamortized debt issuance costs of $53 and $66 at March 31, 2024 and December 31, 2023, respectively | 25,682 | 25,899 |
Accounts payable and accrued expenses | 10,520 | 12,781 |
Dividends payable | 16,157 | 16,134 |
Security deposits | 4,376 | 3,688 |
Other liabilities | 12,952 | 12,770 |
Acquired lease intangible liability, net | 4,713 | 5,281 |
Total liabilities | 666,482 | 661,886 |
Equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at March 31, 2024 and December 31, 2023, respectively (liquidation preference of $77,625 at March 31, 2024 and December 31, 2023, respectively) | 74,959 | 74,959 |
Common stock, $0.001 par value, 500,000 shares authorized; 65,587 shares and 65,565 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 66 | 66 |
Additional paid-in capital | 722,623 | 722,418 |
Accumulated deficit | (251,963) | (238,984) |
Accumulated other comprehensive income (loss) | 29,285 | 25,125 |
Total Global Medical REIT Inc. stockholders' equity | 574,970 | 583,584 |
Noncontrolling interest | 22,128 | 22,230 |
Total equity | 597,098 | 605,814 |
Total liabilities and equity | 1,263,580 | 1,267,700 |
Related Party [Member] | ||
Investment in real estate: | ||
Due from related parties | 363 | 193 |
Liabilities: | ||
Other liabilities | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Unamortized debt issuance costs | $ 53 | $ 66 |
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 | 3,105 | 3,105 |
Preferred stock, liquidation preference | $ 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 | 65,587 | 65,565 |
Common stock, shares outstanding | 65,587 | 65,565 |
Line of Credit [Member] | ||
Unamortized debt issuance costs | $ 6,518 | $ 7,067 |
Notes Payable, Net [Member] | ||
Unamortized debt issuance costs | $ 53 | $ 66 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Rental revenue | $ 35,069 | $ 36,199 |
Other income | 49 | 31 |
Total revenue | 35,118 | 36,230 |
Expenses | ||
General and administrative | 4,446 | 3,804 |
Operating expenses | 7,384 | 7,536 |
Depreciation expense | 10,113 | 10,494 |
Amortization expense | 3,971 | 4,395 |
Interest expense | 6,890 | 8,271 |
Preacquisition expense | 42 | |
Total expenses | 32,804 | 34,542 |
Income before gain on sale of investment property | 2,314 | 1,688 |
Gain on sale of investment property | 485 | |
Net income | 2,314 | 2,173 |
Less: Preferred stock dividends | (1,455) | (1,455) |
Less: Net income attributable to noncontrolling interest | (65) | (45) |
Net income (loss) attributable to common stockholders | $ 794 | $ 673 |
Net income (loss) attributable to common stockholders per share - basic | $ 0.01 | $ 0.01 |
Net income (loss) attributable to common stockholders per share - diluted | $ 0.01 | $ 0.01 |
Weighted average shares outstanding - basic | 65,573 | 65,525 |
Weighted average shares outstanding - diluted | 65,573 | 65,525 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Comprehensive Income | ||
Net income | $ 2,314 | $ 2,173 |
Other comprehensive (loss) income | ||
Increase in fair value of interest rate swap agreements | 4,160 | (7,264) |
Total other comprehensive (loss) income | 4,160 | (7,264) |
Comprehensive income (loss) | 6,474 | (5,091) |
Less: Preferred stock dividends | (1,455) | (1,455) |
Less: Comprehensive loss (income) attributable to noncontrolling interest | (379) | 412 |
Comprehensive (loss) income attributable to common stockholders | $ 4,640 | $ (6,134) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements 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, 2022 | $ 66 | $ 74,959 | $ 721,991 | $ (198,706) | $ 34,674 | $ 632,984 | $ 16,081 | $ 649,065 |
Balance (in shares) at Dec. 31, 2022 | 65,518 | 3,105 | ||||||
Net income | 2,128 | 2,128 | 45 | 2,173 | ||||
LTIP Units and OP Units redeemed for common stock | 122 | 122 | (122) | |||||
LTIP Units and OP Units redeemed for common stock (in shares) | 12 | |||||||
Change in fair value of interest rate swap agreements | (7,264) | (7,264) | (7,264) | |||||
Stock-based compensation expense | 688 | 688 | ||||||
Dividends to common stockholders | (13,761) | (13,761) | (13,761) | |||||
Dividends to preferred stockholders | (1,455) | (1,455) | (1,455) | |||||
Dividends to noncontrolling interest | (971) | (971) | ||||||
Balances at Mar. 31, 2023 | $ 66 | $ 74,959 | 722,113 | (211,794) | 27,410 | 612,754 | 15,721 | 628,475 |
Balances (in shares) at Mar. 31, 2023 | 65,530 | 3,105 | ||||||
Balances at Dec. 31, 2022 | $ 66 | $ 74,959 | 721,991 | (198,706) | 34,674 | 632,984 | 16,081 | 649,065 |
Balance (in shares) at Dec. 31, 2022 | 65,518 | 3,105 | ||||||
Balances at Dec. 31, 2023 | $ 66 | $ 74,959 | 722,418 | (238,984) | 25,125 | 583,584 | 22,230 | 605,814 |
Balances (in shares) at Dec. 31, 2023 | 65,565 | 3,105 | ||||||
Net income | 2,249 | 2,249 | 65 | 2,314 | ||||
LTIP Units and OP Units redeemed for common stock | 205 | 205 | (205) | |||||
LTIP Units and OP Units redeemed for common stock (in shares) | 22 | |||||||
Change in fair value of interest rate swap agreements | 4,160 | 4,160 | 4,160 | |||||
Stock-based compensation expense | 1,233 | 1,233 | ||||||
Dividends to common stockholders | (13,773) | (13,773) | (13,773) | |||||
Dividends to preferred stockholders | (1,455) | (1,455) | (1,455) | |||||
Dividends to noncontrolling interest | (1,195) | (1,195) | ||||||
Balances at Mar. 31, 2024 | $ 66 | $ 74,959 | $ 722,623 | $ (251,963) | $ 29,285 | $ 574,970 | $ 22,128 | $ 597,098 |
Balances (in shares) at Mar. 31, 2024 | 65,587 | 3,105 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Equity | ||
Dividends to common stockholders | $ 0.21 | $ 0.21 |
Dividends to preferred stockholders | $ 0.46875 | $ 0.46875 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net income | $ 2,314 | $ 2,173 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 10,113 | 10,494 |
Amortization of acquired lease intangible assets | 3,863 | 4,373 |
Amortization of above market leases, net | 251 | 291 |
Amortization of debt issuance costs and other | 562 | 601 |
Stock-based compensation expense | 1,233 | 688 |
Capitalized preacquisition and other costs charged to expense | 34 | 15 |
Gain on sale of investment property | (485) | |
Other | 169 | |
Changes in operating assets and liabilities: | ||
Tenant receivables | (981) | 638 |
Deferred assets | (863) | (811) |
Other assets and liabilities | (1,033) | (210) |
Accounts payable and accrued expenses | (2,057) | (1,223) |
Security deposits | 688 | (773) |
Net cash provided by operating activities | 14,293 | 15,771 |
Investing activities | ||
Net proceeds from sale of investment property | 4,175 | |
Escrow deposits for purchase of properties | (153) | |
Advances made to related parties | (170) | (121) |
Capital expenditures on existing real estate investments | (2,004) | (809) |
Leasing commissions | (542) | |
Net cash used in investing activities | (2,716) | 3,092 |
Financing activities | ||
Escrow deposits required by third party lenders | (64) | (639) |
Repayment of notes payable | (230) | (344) |
Proceeds from Credit Facility | 14,000 | 12,600 |
Repayment of Credit Facility | (7,800) | (14,800) |
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders | (14,946) | (14,699) |
Dividends paid to preferred stockholders | (1,455) | (1,455) |
Net cash provided by financing activities | (10,495) | (19,337) |
Net (decrease) increase in cash and cash equivalents and restricted cash | 1,082 | (474) |
Cash and cash equivalents and restricted cash-beginning of period | 6,724 | 14,455 |
Cash and cash equivalents and restricted cash-end of period | 7,806 | 13,981 |
Supplemental cash flow information: | ||
Cash payments for interest | 6,407 | 8,139 |
Noncash financing and investing activities: | ||
Accrued dividends payable | 16,156 | 15,854 |
Interest rate swap agreements fair value change recognized in other comprehensive income | (4,160) | 7,264 |
OP Units and LTIP Units redeemed for common stock | 205 | 122 |
Accrued capital expenditures included in accounts payable and accrued expenses | $ 1,946 | $ 778 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2024 | |
Organization | |
Organization | Note 1 – Organization Global Medical REIT Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that owns and acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, 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, Global Medical REIT GP LLC, a Delaware limited liability company. As of March 31, 2024, the Company was the 92.44% limited partner of the Operating Partnership, with an aggregate of 7.56% 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 | 3 Months Ended |
Mar. 31, 2024 | |
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, including 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 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 year ended December 31, 2023. 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 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 directors, officers and affiliates of the Company 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 by the total number of units and shares outstanding. 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 determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which 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. 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 that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser. 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, the Company recognizes as a component of rental revenue “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations. Cash and Cash Equivalents and Restricted Cash The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to 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: As of March 31, 2024 2023 Cash and cash equivalents $ 1,333 $ 4,603 Restricted cash 6,473 9,378 Total cash and cash equivalents and restricted cash $ 7,806 $ 13,981 Tenant Receivables, Net The tenant receivable balance as of March 31, 2024 and December 31, 2023 was $7,743 and $6,762, respectively. The balance as of March 31, 2024 consisted of $3,444 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $3,886 of tenant reimbursements, $128 for a loan that was made to one of the Company’s tenants, and $285 of miscellaneous receivables. The balance as of December 31, 2023 consisted of $2,062 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,372 of tenant reimbursements, $131 for a loan that was made to one of the Company’s tenants, and $197 of miscellaneous receivables. Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of March 31, 2024 and December 31, 2023, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated. Escrow Deposits The escrow balance as of March 31, 2024 and December 31, 2023 was $737 and $673, 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 and insurance. Deferred Assets The deferred assets balance as of March 31, 2024 and December 31, 2023 was $27,995 and $27,132, respectively. The balance as of March 31, 2024 consisted of $27,157 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $838 of other deferred costs. The balance as of December 31, 2023 consisted of $26,757 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $375 of other deferred costs. Other Assets The other assets balance as of March 31, 2024 and December 31, 2023 was $17,874 and $15,722, respectively. The balance as of March 31, 2024 consisted of $7,613 in right of use assets, $3,854 in capitalized construction in process costs, $2,538 in prepaid assets, $3,445 in net capitalized leasing commissions, and $424 in net capitalized software costs and miscellaneous assets. The balance as of December 31, 2023 consisted of $7,627 in right of use assets, $3,346 in capitalized construction in process costs, $1,379 in prepaid assets, $2,894 in net capitalized leasing commissions, and $476 in net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets. Derivative Instruments - Interest Rate Swaps As of March 31, 2024 and December 31, 2023, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was an asset of $29,285 and $25,125, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details. Goodwill As of March 31, 2024 and December 31, 2023, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company has one reporting unit. Assets Held for Sale and Sales of Real Estate The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of March 31, 2024 or December 31, 2023. Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available. For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented. Other Liabilities The other liabilities balance as of March 31, 2024 and December 31, 2023 was $12,952 and $12,770, respectively. The balance as of March 31, 2024 consisted of $7,835 for right of use liabilities and $5,117 of prepaid rent. The balance as of December 31, 2023 consisted of $7,680 for right of use liabilities and $5,090 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities. |
Property Portfolio
Property Portfolio | 3 Months Ended |
Mar. 31, 2024 | |
Property Portfolio | |
Property Portfolio | Note 3 – Property Portfolio Summary of Properties Acquired and Sold During the Three Months Ended March 31, 2024 During the three months ended March 31, 2024, the Company completed no acquisitions or dispositions. A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of March 31, 2024 is as follows: Site Tenant Acquired Lease Gross Investment in Land Building Improvements Improvements Intangible Assets Real Estate Balances as of December 31, 2023 $ 164,315 $ 1,035,705 $ 21,974 $ 66,358 $ 138,617 $ 1,426,969 Capitalized costs (1) — 519 10 663 — 1,192 Total Additions: — 519 10 663 — 1,192 Balances as of March 31, 2024 $ 164,315 $ 1,036,224 $ 21,984 $ 67,021 $ 138,617 $ 1,428,161 (1) Represents capital projects that were completed and placed in service during the three months ended March 31, 2024 related to the Company’s existing facilities. As of March 31, 2024, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $19,600. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months are expected to total approximately $13,900. Summary of Properties Acquired and Sold During the Year Ended December 31, 2023 During the year ended December 31, 2023 the Company completed one acquisition. For this acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, this acquisition represents an asset acquisition. Accordingly, transaction costs for this acquisition were capitalized. During the year ended December 31, 2023, the Company completed three dispositions. In March 2023, the Company sold a medical office building located in Jacksonville, Florida receiving gross proceeds of $4.4 million, resulting in a gain of $0.5 million. In June 2023, the Company sold a portfolio of four medical office buildings located in Oklahoma City, Oklahoma receiving gross proceeds of $66.0 million, resulting in a gain of $12.8 million. In August 2023, the Company sold a medical office building located in North Charleston, South Carolina receiving gross proceeds of $10.1 million, resulting in a gain of $2.3 million. A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2023 is as follows: Site Tenant Acquired Lease Gross Investment in Land Building Improvements Improvements Intangible Assets Real Estate Balances as of December 31, 2022 $ 168,308 $ 1,079,781 $ 22,024 $ 65,987 $ 148,077 $ 1,484,177 Facility Acquired – Date Acquired: Redding – 4/17/23 771 3,798 174 321 872 5,936 Capitalized costs (1) — 3,146 1,009 2,356 172 6,683 Total Additions: 771 6,944 1,183 2,677 1,044 12,619 Disposition of Jacksonville – 3/9/2023 (1,023) (2,827) — — — (3,850) Disposition of Oklahoma City – 6/30/2023 (2,814) (43,553) (1,127) (1,505) (9,406) (58,405) Disposition of North Charleston – 8/1/2023 (927) (4,640) (106) (801) (1,098) (7,572) Total Dispositions: (4,764) (51,020) (1,233) (2,306) (10,504) (69,827) Balances as of December 31, 2023 $ 164,315 $ 1,035,705 $ 21,974 $ 66,358 $ 138,617 $ 1,426,969 (1) Represents capital projects that were completed and placed in service during the year ended December 31, 2023 related to the Company’s existing facilities. Lease Intangible Assets and Liabilities The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented: As of March 31, 2024 Accumulated Cost Amortization Net Assets In-place leases $ 77,037 $ (46,924) $ 30,113 Above market leases 24,961 (11,137) 13,824 Leasing costs 36,619 (19,744) 16,875 $ 138,617 $ (77,805) $ 60,812 Liability Below market leases $ 13,595 $ (8,882) $ 4,713 As of December 31, 2023 Accumulated Cost Amortization Net Assets In-place leases $ 77,037 $ (44,249) $ 32,788 Above market leases 24,961 (10,318) 14,643 Leasing costs 36,619 (18,556) 18,063 $ 138,617 $ (73,123) $ 65,494 Liability Below market leases $ 13,595 $ (8,314) $ 5,281 The following is a summary of the acquired lease intangible amortization: Three Months Ended March 31, 2024 2023 Amortization expense related to in-place leases $ 2,675 $ 3,048 Amortization expense related to leasing costs $ 1,188 $ 1,325 Decrease in rental revenue related to above market leases $ 819 $ 876 Increase in rental revenue related to below market leases $ (568) $ (585) As of March 31, 2024, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2024 (nine months remaining) $ (903) $ 10,347 2025 (1,696) 10,526 2026 (1,802) 8,700 2027 (1,375) 6,114 2028 (1,091) 4,805 Thereafter (2,244) 6,496 Total $ (9,111) $ 46,988 As of March 31, 2024, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 3.3 years and 2.1 years, respectively. |
Credit Facility, Notes Payable
Credit Facility, Notes Payable and Derivative Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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 an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million term loan (“Term Loan A”) and (b) a $150 million term loan (“Term Loan B,” and, together with Term Loan A, the “Term Loans”), and (ii) a $400 million revolver (the “Revolver”). The Credit Facility also includes a $500 million accordion feature. Term Loan A matures in May 2026, Term Loan B matures in February 2028, and the Revolver matures in August 2026, with two six-month extension options. Interest rates on amounts outstanding under the Credit Facility equal the term Secured Overnight Financing Rate (“SOFR”) plus a related spread adjustment of 10 basis points and a borrowing spread based on the current pricing grid in the Credit Facility. The Company may be entitled to a temporary reduction in the interest rate of two basis points provided it meets certain to be agreed upon sustainability goals. The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of $573 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2022. As of March 31, 2024, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility. The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loans through their respective maturities. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein. During the three months ended March 31, 2024, the Company borrowed $14,000 under the Credit Facility and repaid $7,800, for a net amount borrowed of $6,200. During the three months ended March 31, 2023, the Company borrowed $12,600 under the Credit Facility and repaid $14,800, for a net amount repaid of $2,200. Interest expense incurred on the Credit Facility was $6,055 and $6,988 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and December 31, 2023, the Company had the following outstanding borrowings under the Credit Facility: March 31, 2024 December 31, 2023 Revolver $ 98,600 $ 92,400 Term Loan A 350,000 350,000 Term Loan B 150,000 150,000 Credit Facility, gross 598,600 592,400 Less: Unamortized debt issuance costs (6,518) (7,067) Credit Facility, net $ 592,082 $ 585,333 Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $549 for each of the three months ended March 31, 2024 and 2023 and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations. Notes Payable, Net of Debt Issuance Costs The Company, through certain of its wholly owned subsidiaries, entered into or assumed loans in connection with the acquisitions of the Rosedale, Dumfries, and Toledo facilities. As of March 31, 2024 and December 31, 2023, the Company had the following outstanding borrowings under these loans: March 31, 2024 December 31, 2023 Rosedale loan (1) $ 13,462 $ 13,563 Dumfries loan (2) 10,957 11,034 Toledo loan (3) 1,316 1,368 Notes payable, gross 25,735 25,965 Unamortized debt issuance costs (53) (66) Notes payable, net $ 25,682 $ 25,899 (1) The Rosedale loan has an annual interest rate of 3.85% and matures on July 31, 2025 . (2) The Dumfries loan has an annual interest rate of 4.68% and matures on June 1, 2024 . (3) The Toledo loan has an annual interest rate of 5.0% and matures on July 30, 2033 . Amortization expense incurred related to the debt issuance costs was $13 and $39 for the three months ended March 31, 2024 and 2023, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations. The Company made principal payments of $230 and $344 during the three months ended March 31, 2024 and 2023, respectively. Interest expense incurred was $273 and $695 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, scheduled principal payments due for each year ended December 31 were as follows: 2024 (nine months remaining) $ 11,314 2025 13,268 2026 117 2027 124 2028 131 Thereafter 781 Total $ 25,735 Derivative Instruments - Interest Rate Swaps The Company has ten interest rate swaps and three forward starting interest rate swaps that are used to manage its interest rate risk by fixing the SOFR component of the Term Loans through their maturities. A description of these swaps is below: Term Loan A Swaps As of March 31, 2024, six of the Company’s interest rate swaps related to Term Loan A. The combined notional value of these swaps is $350 million, with $200 million of the swaps maturing in August 2024 and the remaining $150 million maturing in April 2026. In addition, the Company has three forward starting interest rate swaps with a combined notional value of $200 million, each with a maturity date of April 2026, that will become effective on the August 2024 maturity date of the existing swaps noted above. Currently, the Term Loan A swaps fix the SOFR component of Term Loan A at a rate of 1.50% through August 2024. From August 2024 to April 2026 the SOFR component of Term Loan A will be fixed at 1.36%. Term Loan B Swaps As of March 31, 2024, four of the Company’s interest rate swaps related to Term Loan B with a combined notional value of $150 million that fix the SOFR component of Term Loan B through January 2028 at 2.54%. 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 income 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. As of March 31, 2024 and December 31, 2023, all of the Company’s swaps meet the criteria for hedge accounting. 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 incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments. The fair value of the Company’s interest rate swaps was an asset of $29,285 and $25,125 as of March 31, 2024 and December 31, 2023, respectively. The balances are included in the “Derivative Asset” line item on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, respectively. The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Amount of (gain) loss recognized in other comprehensive income (loss) $ (8,610) $ 4,157 Amount of gain reclassified from accumulated other comprehensive income into interest expense 4,450 3,107 Total change in accumulated other comprehensive income $ (4,160) $ 7,264 During the next twelve months, the Company estimates that an additional $15,576 will be reclassified as a decrease to interest expense. Additionally, during the three months ended March 31, 2024, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $6,890. Weighted-Average Interest Rate and Term The weighted average interest rate and term of the Company’s debt was 3.85% and 2.7 years at March 31, 2024, compared to 3.83% and 2.9 years as of December 31, 2023. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023, 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 three months ended March 31, 2024 is summarized in the following table: Applicable Quarterly Dividends Date Announced Record Date Quarter Payment Date Dividend per Share December 12, 2023 January 15, 2024 Q4 2023 January 31, 2024 $ 1,455 $ 0.46875 March 7, 2024 April 15, 2024 Q1 2024 April 30, 2024 $ 1,455 (1) $ 0.46875 (1) Two months of this amount, equal to $970, was accrued at March 31, 2024. The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Company’s board of directors (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). The Series A Preferred Stock may be partially or fully redeemed by the Company. Dividends on the Series A Preferred Stock are cumulative and 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 three-month periods ended March 31, 2024 and 2023, the Company paid preferred dividends of $1,455. Common Stock The Company has 500,000 authorized shares of common stock, $0.001 par value. As of March 31, 2024 and December 31, 2023, there were 65,587 and 65,565 outstanding shares of common stock, respectively. Common stock dividend activity for the three months ended March 31, 2024 is summarized in the following table: Applicable Dividend Dividends Date Announced Record Date Quarter Payment Date Amount (1) per Share December 12, 2023 December 27, 2023 Q4 2023 January 9, 2024 $ 14,819 $ 0.21 March 7, 2024 March 22, 2024 Q1 2024 April 9, 2024 $ 14,901 $ 0.21 (1) Includes distributions on outstanding LTIP Units and OP Units. During the three months ended March 31, 2024 and 2023, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $14,946 and $14,699, respectively. As of March 31, 2024 and December 31, 2023, the Company had accrued dividend balances of $285 and $345 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 three months ended March 31, 2024, $67 of dividends were accrued and $127 of dividends were paid related to these units. During the three months ended March 31, 2023, $44 of dividends were accrued and $57 of dividends were paid related to these units. The amount of the dividends paid to the Company’s stockholders is determined by the 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. In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time to time, shares of its common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the three months ended March 31, 2024. OP Units During the three months ended March 31, 2024, the Operating Partnership did not issue or redeem As of March 31, 2024 and December 31, 2023, there were 2,244 OP Units issued and outstanding, with an aggregate value of $13,962. The OP Unit value at issuance and redemption 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 March 31, 2024 and December 31, 2023. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions | |
Related Party Transactions | Note 6 – Related Party Transactions Related Party Balances The amounts due from related parties as of March 31, 2024 and December 31, 2023 were $363 and $193, respectively. These balances primarily consist of taxes paid on behalf of LTIP Unit and OP Unit holders that are reimbursable to the Company. The Company had no amounts due to related parties as of March 31, 2024 and December 31, 2023. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
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 Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates. The Plan is intended to permit the grant of both qualified 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). Based on the grants outstanding as of March 31, 2024, there were 455 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant. Time-Based Grants During the three months ended March 31, 2024, the following LTIP Units were issued by the Company: Number of Date Description Units Issued Vesting Dates February 21, 2024 Final awards under the 2023 Annual Incentive Plan 151 50% on February 21, 2024; and 50% on February 21, 2025 February 21, 2024 Time-based awards under the 2024 Long-Term Incentive Plan 238 100% on February 21, 2027 Vested units 2,403 Unvested units 720 LTIP Units outstanding as of March 31, 2024 3,123 Performance Based Awards The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards” and together with the Annual Awards, “Performance Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards have one-year A detail of the Performance Awards under the 2022, 2023 and 2024 programs as of March 31, 2024 is as follows: 2022 Long-Term Awards 96 2023 Long-Term Awards 154 2024 Annual Awards (1) 147 2024 Long-Term Awards (2) 228 Total target Performance Awards as of March 31, 2024 625 (1) Approved by the Board on February 21, 2024. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange over the 15 trading days preceding the award date. (2) Approved by the Board on February 21, 2024. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. Annual Awards The Compensation Committee of the Board (the “Compensation Committee”) and the Board established performance goals for the year ending December 31, 2024, as set forth in the 2024 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the three months ended March 31, 2024 reflects management’s estimate of the probability of the number of these awards that will be earned. As soon as reasonably practicable following the end of the performance period, the Compensation Committee and the 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 2024 Annual Award LTIP Units that are not earned will be forfeited and cancelled. Vesting. and 50% of the earned LTIP Units become vested on the one year Distributions. Long-Term Awards. Vesting. three-year one year Distributions. Stock-Based Compensation Expense Compensation expense for 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 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. 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 15 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: 2024 Long-Term 2023 Long-Term 2022 Long-Term Awards Awards Awards Fair value $ 9.37 $ 11.67 $ 16.39 Target awards 228 154 96 Volatility 28.12 % 43.54 % 41.65 % Risk-free rate 4.38 % 4.35 % 1.72 % Dividend assumption reinvested reinvested reinvested Expected term in years 3 3 3 The Company incurred stock compensation expense of $1,233 and $688 for the three months ended March 31, 2024 and 2023, 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 March 31, 2024, total unamortized compensation expense related to these awards of approximately $9.1 million is expected to be recognized over a weighted average remaining period of 1.7 years. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 8 – Leases 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 an initial 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. Information as Lessor 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, for all asset classes. 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 non-components 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. 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 $35,069 and $36,199 of rental revenue related to operating lease payments for the three months ended March 31, 2024 and 2023, respectively. Of these amounts, $1,963 and $2,003 relate to variable rental revenue for the three months ended March 31, 2024 and 2023, respectively. The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of March 31, 2024 is as follows for the subsequent years ended December 31: 2024 (nine months remaining) $ 85,074 2025 105,522 2026 97,031 2027 85,748 2028 75,271 Thereafter 274,599 Total $ 723,245 Information as Lessee The Company recorded a right of use asset and liability The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at March 31, 2024, and a reconciliation of those cash flows to the operating lease liability at March 31, 2024: 2024 (nine months remaining) $ 543 2025 740 2026 757 2027 772 2028 794 Thereafter 9,657 Total 13,263 Discount (5,428) Lease liability $ 7,835 Tenant Concentration |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 9 – 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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, including 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 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 year ended December 31, 2023. 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 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 directors, officers and affiliates of the Company 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 by the total number of units and shares outstanding. |
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 determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which 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. 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 that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser. |
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, the Company recognizes as a component of rental revenue “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations. |
Assets Held for Sale and Sales of Real Estate | Assets Held for Sale and Sales of Real Estate The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of March 31, 2024 or December 31, 2023. Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available. For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented. |
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 a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to 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: As of March 31, 2024 2023 Cash and cash equivalents $ 1,333 $ 4,603 Restricted cash 6,473 9,378 Total cash and cash equivalents and restricted cash $ 7,806 $ 13,981 |
Tenant Receivables, Net | Tenant Receivables, Net The tenant receivable balance as of March 31, 2024 and December 31, 2023 was $7,743 and $6,762, respectively. The balance as of March 31, 2024 consisted of $3,444 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $3,886 of tenant reimbursements, $128 for a loan that was made to one of the Company’s tenants, and $285 of miscellaneous receivables. The balance as of December 31, 2023 consisted of $2,062 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,372 of tenant reimbursements, $131 for a loan that was made to one of the Company’s tenants, and $197 of miscellaneous receivables. Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of March 31, 2024 and December 31, 2023, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated. |
Escrow Deposits | Escrow Deposits The escrow balance as of March 31, 2024 and December 31, 2023 was $737 and $673, 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 and insurance. |
Deferred Assets | Deferred Assets The deferred assets balance as of March 31, 2024 and December 31, 2023 was $27,995 and $27,132, respectively. The balance as of March 31, 2024 consisted of $27,157 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $838 of other deferred costs. The balance as of December 31, 2023 consisted of $26,757 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $375 of other deferred costs. |
Other Assets | Other Assets The other assets balance as of March 31, 2024 and December 31, 2023 was $17,874 and $15,722, respectively. The balance as of March 31, 2024 consisted of $7,613 in right of use assets, $3,854 in capitalized construction in process costs, $2,538 in prepaid assets, $3,445 in net capitalized leasing commissions, and $424 in net capitalized software costs and miscellaneous assets. The balance as of December 31, 2023 consisted of $7,627 in right of use assets, $3,346 in capitalized construction in process costs, $1,379 in prepaid assets, $2,894 in net capitalized leasing commissions, and $476 in net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets. |
Derivative Instruments - Interest Rate Swaps | Derivative Instruments - Interest Rate Swaps As of March 31, 2024 and December 31, 2023, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was an asset of $29,285 and $25,125, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details. |
Other Liabilities | Other Liabilities The other liabilities balance as of March 31, 2024 and December 31, 2023 was $12,952 and $12,770, respectively. The balance as of March 31, 2024 consisted of $7,835 for right of use liabilities and $5,117 of prepaid rent. The balance as of December 31, 2023 consisted of $7,680 for right of use liabilities and $5,090 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities. |
Goodwill | Goodwill As of March 31, 2024 and December 31, 2023, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company has one reporting unit. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of cash and cash equivalents and restricted cash | As of March 31, 2024 2023 Cash and cash equivalents $ 1,333 $ 4,603 Restricted cash 6,473 9,378 Total cash and cash equivalents and restricted cash $ 7,806 $ 13,981 |
Property Portfolio (Tables)
Property Portfolio (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property Portfolio | |
Schedule of Properties Acquired | A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of March 31, 2024 is as follows: A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2023 is as follows: Site Tenant Acquired Lease Gross Investment in Land Building Improvements Improvements Intangible Assets Real Estate Balances as of December 31, 2022 $ 168,308 $ 1,079,781 $ 22,024 $ 65,987 $ 148,077 $ 1,484,177 Facility Acquired – Date Acquired: Redding – 4/17/23 771 3,798 174 321 872 5,936 Capitalized costs (1) — 3,146 1,009 2,356 172 6,683 Total Additions: 771 6,944 1,183 2,677 1,044 12,619 Disposition of Jacksonville – 3/9/2023 (1,023) (2,827) — — — (3,850) Disposition of Oklahoma City – 6/30/2023 (2,814) (43,553) (1,127) (1,505) (9,406) (58,405) Disposition of North Charleston – 8/1/2023 (927) (4,640) (106) (801) (1,098) (7,572) Total Dispositions: (4,764) (51,020) (1,233) (2,306) (10,504) (69,827) Balances as of December 31, 2023 $ 164,315 $ 1,035,705 $ 21,974 $ 66,358 $ 138,617 $ 1,426,969 (1) Represents capital projects that were completed and placed in service during the year ended December 31, 2023 related to the Company’s existing facilities. |
Summary of Carrying amount of intangible assets and liabilities | The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented: As of March 31, 2024 Accumulated Cost Amortization Net Assets In-place leases $ 77,037 $ (46,924) $ 30,113 Above market leases 24,961 (11,137) 13,824 Leasing costs 36,619 (19,744) 16,875 $ 138,617 $ (77,805) $ 60,812 Liability Below market leases $ 13,595 $ (8,882) $ 4,713 As of December 31, 2023 Accumulated Cost Amortization Net Assets In-place leases $ 77,037 $ (44,249) $ 32,788 Above market leases 24,961 (10,318) 14,643 Leasing costs 36,619 (18,556) 18,063 $ 138,617 $ (73,123) $ 65,494 Liability Below market leases $ 13,595 $ (8,314) $ 5,281 |
Summary of the acquired lease intangible amortization | Three Months Ended March 31, 2024 2023 Amortization expense related to in-place leases $ 2,675 $ 3,048 Amortization expense related to leasing costs $ 1,188 $ 1,325 Decrease in rental revenue related to above market leases $ 819 $ 876 Increase in rental revenue related to below market leases $ (568) $ (585) |
Schedule of net amortization acquired lease intangible assets and liabilities | As of March 31, 2024, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2024 (nine months remaining) $ (903) $ 10,347 2025 (1,696) 10,526 2026 (1,802) 8,700 2027 (1,375) 6,114 2028 (1,091) 4,805 Thereafter (2,244) 6,496 Total $ (9,111) $ 46,988 |
Credit Facility, Notes Payabl_2
Credit Facility, Notes Payable and Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Notes Payable and Revolving Credit Facility | |
Schedule of Outstanding borrowings | As of March 31, 2024 and December 31, 2023, the Company had the following outstanding borrowings under the Credit Facility: March 31, 2024 December 31, 2023 Revolver $ 98,600 $ 92,400 Term Loan A 350,000 350,000 Term Loan B 150,000 150,000 Credit Facility, gross 598,600 592,400 Less: Unamortized debt issuance costs (6,518) (7,067) Credit Facility, net $ 592,082 $ 585,333 |
Schedule of Aggregate balances of loans payable | March 31, 2024 December 31, 2023 Rosedale loan (1) $ 13,462 $ 13,563 Dumfries loan (2) 10,957 11,034 Toledo loan (3) 1,316 1,368 Notes payable, gross 25,735 25,965 Unamortized debt issuance costs (53) (66) Notes payable, net $ 25,682 $ 25,899 |
Schedule of Comprehensive Income (Loss) | The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 Amount of (gain) loss recognized in other comprehensive income (loss) $ (8,610) $ 4,157 Amount of gain reclassified from accumulated other comprehensive income into interest expense 4,450 3,107 Total change in accumulated other comprehensive income $ (4,160) $ 7,264 |
Rosedale Loan [Member] | |
Notes Payable and Revolving Credit Facility | |
Schedule of Maturities of Long-term Debt | As of March 31, 2024, scheduled principal payments due for each year ended December 31 were as follows: 2024 (nine months remaining) $ 11,314 2025 13,268 2026 117 2027 124 2028 131 Thereafter 781 Total $ 25,735 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Preferred Stock [Member] | |
Schedule of dividends payable | Preferred stock dividend activity for the three months ended March 31, 2024 is summarized in the following table: Applicable Quarterly Dividends Date Announced Record Date Quarter Payment Date Dividend per Share December 12, 2023 January 15, 2024 Q4 2023 January 31, 2024 $ 1,455 $ 0.46875 March 7, 2024 April 15, 2024 Q1 2024 April 30, 2024 $ 1,455 (1) $ 0.46875 (1) Two months of this amount, equal to $970, was accrued at March 31, 2024. |
Common Stock [Member] | |
Schedule of dividends payable | Common stock dividend activity for the three months ended March 31, 2024 is summarized in the following table: Applicable Dividend Dividends Date Announced Record Date Quarter Payment Date Amount (1) per Share December 12, 2023 December 27, 2023 Q4 2023 January 9, 2024 $ 14,819 $ 0.21 March 7, 2024 March 22, 2024 Q1 2024 April 9, 2024 $ 14,901 $ 0.21 (1) Includes distributions on outstanding LTIP Units and OP Units. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Schedule of LTIP Unit Activity | Number of Date Description Units Issued Vesting Dates February 21, 2024 Final awards under the 2023 Annual Incentive Plan 151 50% on February 21, 2024; and 50% on February 21, 2025 February 21, 2024 Time-based awards under the 2024 Long-Term Incentive Plan 238 100% on February 21, 2027 |
Schedule of time-based vesting LTIP unit activity | Vested units 2,403 Unvested units 720 LTIP Units outstanding as of March 31, 2024 3,123 |
Schedule of the annual awards and long-term awards | A detail of the Performance Awards under the 2022, 2023 and 2024 programs as of March 31, 2024 is as follows: 2022 Long-Term Awards 96 2023 Long-Term Awards 154 2024 Annual Awards (1) 147 2024 Long-Term Awards (2) 228 Total target Performance Awards as of March 31, 2024 625 (1) Approved by the Board on February 21, 2024. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange over the 15 trading days preceding the award date. (2) Approved by the Board on February 21, 2024. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. |
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: 2024 Long-Term 2023 Long-Term 2022 Long-Term Awards Awards Awards Fair value $ 9.37 $ 11.67 $ 16.39 Target awards 228 154 96 Volatility 28.12 % 43.54 % 41.65 % Risk-free rate 4.38 % 4.35 % 1.72 % Dividend assumption reinvested reinvested reinvested Expected term in years 3 3 3 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of aggregate annual cash to be received by the company | The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of March 31, 2024 is as follows for the subsequent years ended December 31: 2024 (nine months remaining) $ 85,074 2025 105,522 2026 97,031 2027 85,748 2028 75,271 Thereafter 274,599 Total $ 723,245 |
Schedule of aggregate cash payments to be made by the Company | The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at March 31, 2024, and a reconciliation of those cash flows to the operating lease liability at March 31, 2024: 2024 (nine months remaining) $ 543 2025 740 2026 757 2027 772 2028 794 Thereafter 9,657 Total 13,263 Discount (5,428) Lease liability $ 7,835 |
Organization (Details)
Organization (Details) - Global Medical REIT GP LLC [Member] | 3 Months Ended |
Mar. 31, 2024 | |
Operating Partnership | 92.44% |
Partnership interest | 7.56% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 1,333 | $ 1,278 | $ 4,603 | |
Restricted cash | 6,473 | 5,446 | 9,378 | |
Total cash and cash equivalents and restricted cash | $ 7,806 | $ 6,724 | $ 13,981 | $ 14,455 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) tenant item | Dec. 31, 2023 USD ($) contract tenant | |
Tenant Receivables | $ 7,743 | $ 6,762 |
Receivables Earned But Not Received Relating To Tenant Rent | 3,444 | 2,062 |
Loans receivable | 128 | 131 |
Tenant reimbursements | $ 3,886 | 4,372 |
Number of tenants | tenant | 268 | |
Real estate held for sale | $ 0 | 0 |
Miscellaneous receivables | 285 | 197 |
Reserve for leases | 350 | 350 |
Escrow deposit | 737 | $ 673 |
Number of properties sold | contract | 3 | |
Deferred Costs and Other Assets | 27,995 | $ 27,132 |
Deferred Rent Receivables, Net | 27,157 | 26,757 |
Other Deferred Costs, Net | 838 | 375 |
Other Assets | 17,874 | 15,722 |
Operating Lease, Right-of-Use Asset | 7,613 | |
Prepaid Expense and Other Assets | 2,538 | 1,379 |
Capitalized preacquisition costs | 3,854 | 3,346 |
Capitalized leasing commissions | 3,445 | 2,894 |
Capitalized software costs | 424 | 476 |
Operating Lease, Right-of-Use Asset | 7,627 | |
Prepaid rent | 5,117 | 5,090 |
Derivative asset | 29,285 | 25,125 |
Other liabilities | 12,952 | 12,770 |
Right of use liabilities | 7,835 | 7,680 |
Goodwill | $ 5,903 | 5,903 |
Number of reporting units | item | 1 | |
Interest Rate Swap [Member] | ||
Derivative asset | $ 29,285 | |
Derivative Liabilities | $ 25,125 | |
Tenant improvements [Member] | ||
Number of tenants | tenant | 1 | 1 |
Property Portfolio - Gross Inve
Property Portfolio - Gross Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | $ 1,426,969 | $ 1,484,177 |
Acquisitions | 1,192 | 12,619 |
Capitalized costs | 1,192 | 6,683 |
Disposition | (69,827) | |
Ending Balance | 1,428,161 | 1,426,969 |
Redding Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 5,936 | |
Jacksonville [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (3,850) | |
North Charleston Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (7,572) | |
Oklahoma City Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (58,405) | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 164,315 | 168,308 |
Acquisitions | 771 | |
Disposition | (4,764) | |
Ending Balance | 164,315 | 164,315 |
Land [Member] | Redding Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 771 | |
Land [Member] | Jacksonville [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (1,023) | |
Land [Member] | North Charleston Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (927) | |
Land [Member] | Oklahoma City Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (2,814) | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 1,035,705 | 1,079,781 |
Acquisitions | 519 | 6,944 |
Capitalized costs | 519 | 3,146 |
Disposition | (51,020) | |
Ending Balance | 1,036,224 | 1,035,705 |
Buildings | Redding Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,798 | |
Buildings | Jacksonville [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (2,827) | |
Buildings | North Charleston Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (4,640) | |
Buildings | Oklahoma City Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (43,553) | |
Site Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 21,974 | 22,024 |
Acquisitions | 10 | 1,183 |
Capitalized costs | 10 | 1,009 |
Disposition | (1,233) | |
Ending Balance | 21,984 | 21,974 |
Site Improvements [Member] | Redding Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 174 | |
Site Improvements [Member] | North Charleston Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (106) | |
Site Improvements [Member] | Oklahoma City Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (1,127) | |
Tenant improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 66,358 | 65,987 |
Acquisitions | 663 | 2,677 |
Capitalized costs | 663 | 2,356 |
Disposition | (2,306) | |
Ending Balance | 67,021 | 66,358 |
Tenant improvements [Member] | Redding Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 321 | |
Tenant improvements [Member] | North Charleston Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (801) | |
Tenant improvements [Member] | Oklahoma City Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (1,505) | |
Intangibles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 138,617 | 148,077 |
Acquisitions | 1,044 | |
Capitalized costs | 172 | |
Disposition | (10,504) | |
Ending Balance | $ 138,617 | 138,617 |
Intangibles [Member] | Redding Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 872 | |
Intangibles [Member] | North Charleston Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | (1,098) | |
Intangibles [Member] | Oklahoma City Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Disposition | $ (9,406) |
Property Portfolio - Summary of
Property Portfolio - Summary of the carrying amount of intangible assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Cost | $ 138,617 | $ 138,617 |
Accumulated Amortization | (77,805) | (73,123) |
Net | 60,812 | 65,494 |
Liabilities | ||
Cost | 13,595 | 13,595 |
Accumulated Amortization | (8,882) | (8,314) |
Net | 4,713 | 5,281 |
In-place leases [Member] | ||
Assets | ||
Cost | 77,037 | 77,037 |
Accumulated Amortization | (46,924) | (44,249) |
Net | 30,113 | 32,788 |
Above Market Lease intangibles [Member] | ||
Assets | ||
Cost | 24,961 | 24,961 |
Accumulated Amortization | (11,137) | (10,318) |
Net | 13,824 | 14,643 |
Leasing Costs | ||
Assets | ||
Cost | 36,619 | 36,619 |
Accumulated Amortization | (19,744) | (18,556) |
Net | $ 16,875 | $ 18,063 |
Property Portfolio - Summary _2
Property Portfolio - Summary of the acquired lease intangible amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
In-place leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 2,675 | $ 3,048 |
Leasing Costs | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 1,188 | 1,325 |
Above Market Lease intangibles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 819 | 876 |
Below Market Lease Intangible [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 568 | $ 585 |
Property Portfolio - Net amorti
Property Portfolio - Net amortization of the acquired lease intangible (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Net Decrease in Revenue | |
2024 (nine months remaining) | $ (903) |
2025 | (1,696) |
2026 | (1,802) |
2027 | (1,375) |
2028 | (1,091) |
Thereafter | 2,244 |
Total | (9,111) |
Net Increase in Expenses | |
2024 (nine months remaining) | 10,347 |
2025 | 10,526 |
2026 | 8,700 |
2027 | 6,114 |
2028 | 4,805 |
Thereafter | 6,496 |
Total | $ 46,988 |
Property Portfolio - (Details)
Property Portfolio - (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) building | Mar. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) tenant | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) contract item | |
Property, Plant and Equipment [Line Items] | ||||||
Number of Properties Acquired | item | 1 | |||||
Depreciation expense | $ 10,113 | $ 10,494 | ||||
Capital improvement commitments and obligations | 19,600 | |||||
Capital improvement commitments and obligations, current | 13,900 | |||||
Acquisitions | $ 1,192 | $ 12,619 | ||||
Debt Instrument, Term | 2 years 8 months 12 days | 2 years 10 months 24 days | ||||
Number of tenants | tenant | 268 | |||||
Weighted average remaining term | 42 years | |||||
Number of properties sold | contract | 3 | |||||
Lease Intangibles Asset [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 3 years 3 months 18 days | |||||
Lease Intangibles Liability [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 2 years 1 month 6 days | |||||
Land [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Acquisitions | $ 771 | |||||
North Charleston Facility [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gain on sale of investment in real estate | $ 2,300 | |||||
Gross proceeds from sale | $ 10,100 | |||||
Oklahoma City Facility [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Number of medical offices | building | 4 | |||||
Gain on sale of investment in real estate | $ 12,800 | |||||
Gross proceeds from sale | $ 66,000 | |||||
Jacksonville [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Gain on sale of investment in real estate | $ 500 | |||||
Gross proceeds from sale | $ 4,400 |
Credit Facility, Notes Payabl_3
Credit Facility, Notes Payable and Derivative Instruments - Schedule of outstanding borrowings under the Credit Facility (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Credit Facility, gross | $ 598,600 | $ 592,400 |
Less: Unamortized deferred financing costs | (6,518) | (7,067) |
Credit Facility, net | 592,082 | 585,333 |
Revolving Credit Facility [Member] | ||
Credit Facility, gross | 98,600 | 92,400 |
Term Loan A [Member] | ||
Credit Facility, gross | 350,000 | 350,000 |
Term Loan B [Member] | ||
Credit Facility, gross | $ 150,000 | $ 150,000 |
Credit Facility, Notes Payabl_4
Credit Facility, Notes Payable and Derivative Instruments - Schedule of net of unamortized discount balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Notes Payable and Revolving Credit Facility | ||
Notes payable, gross | $ 25,735 | $ 25,965 |
Less: Unamortized debt issuance costs | (53) | (66) |
Notes payable, net | 25,682 | 25,899 |
Rosedale Loan [Member] | ||
Notes Payable and Revolving Credit Facility | ||
Notes payable, gross | $ 13,462 | $ 13,563 |
Interest rate | 3.85% | 3.85% |
Loan, maturity date | Jul. 31, 2025 | Jul. 31, 2025 |
Dumfries Loan [Member] | ||
Notes Payable and Revolving Credit Facility | ||
Notes payable, gross | $ 10,957 | $ 11,034 |
Interest rate | 4.68% | 4.68% |
Loan, maturity date | Jun. 01, 2024 | Jun. 01, 2024 |
Toledo Loan [Member] | ||
Notes Payable and Revolving Credit Facility | ||
Notes payable, gross | $ 1,316 | $ 1,368 |
Interest rate | 5% | 5% |
Loan, maturity date | Jul. 30, 2033 | Jul. 30, 2033 |
Credit Facility, Notes Payabl_5
Credit Facility, Notes Payable and Derivative Instruments - Scheduled Principal Payments Due On Cantor Loan Note Payable (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Credit Facility, Notes Payable and Derivative Instruments | |
2024 (nine months remaining) | $ 11,314 |
2025 | 13,268 |
2026 | 117 |
2027 | 124 |
2028 | 131 |
Thereafter | 781 |
Total | $ 25,735 |
Credit Facility, Notes Payabl_6
Credit Facility, Notes Payable and Derivative Instruments - Schedule of interest rate swap agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Credit Facility, Notes Payable and Derivative Instruments | ||
Amount of loss (gain) recognized in other comprehensive income (loss) | $ (8,610) | $ 4,157 |
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense | 4,450 | 3,107 |
Total change in accumulated other comprehensive loss (income) | $ (4,160) | $ 7,264 |
Credit Facility, Notes Payabl_7
Credit Facility, Notes Payable and Derivative Instruments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 24 Months Ended | |
Mar. 31, 2024 USD ($) contract | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Mar. 31, 2024 USD ($) contract | |
Notes Payable and Revolving Credit Facility | ||||
Amortization of financing costs | $ 13 | $ 39 | ||
Long term debt | 25,735 | $ 25,735 | ||
Increase (Decrease) in Security Deposits | $ 688 | (773) | ||
Proceeds from Credit Facility | 12,600 | |||
Repayments of Lines of Credit | 14,800 | |||
Proceeds from (Repayments of) Credit Facility | 2,200 | |||
Debt Instrument, Term | 2 years 8 months 12 days | 2 years 10 months 24 days | ||
Note balance | $ 25,735 | $ 25,965 | 25,735 | |
Additional Interest Expense | 15,576 | |||
Derivative asset | 29,285 | $ 25,125 | $ 29,285 | |
Interest expense | $ 6,890 | 8,271 | ||
Weighted average interest rate basis | 3.85% | 3.83% | 3.85% | |
Interest Rate Swap [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Number of interest rate swaps entered | contract | 10 | 10 | ||
Derivative asset | $ 29,285 | $ 29,285 | ||
Derivative liability | $ 25,125 | |||
Forward Starting Interest Rate Swaps [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Number of interest rate swaps entered | contract | 3 | 3 | ||
Credit Facility [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Credit Facility maximum borrowing capacity | $ 900,000 | $ 900,000 | ||
Amortization of financing costs | $ 549 | 549 | ||
Credit facility extension option period | 6 months | |||
Maximum consolidated leverage ratio under financial covenants | 60 | 60 | ||
Maximum consolidated secured recourse leverage ratio under financial covenant | 10% | 10% | ||
Minimum fixed charge coverage ratio under financial covenants | 1.50 | 1.50 | ||
Minimum unsecured interest coverage ratio under financial covenant | 1.50 | 1.50 | ||
Maximum consolidated secured leverage ratio under financial covenants | 30% | 30% | ||
Maximum consolidated unsecured leverage ratio under financial covenants | 60% | 60% | ||
Covenant compliance | As of March 31, 2024, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility. | |||
Proceeds from Credit Facility | $ 14,000 | |||
Repayments of Lines of Credit | 7,800 | |||
Proceeds from (Repayments of) Credit Facility | 6,200 | |||
Interest expense | 6,055 | 6,988 | ||
Minimum Net Worth Required for Compliance | $ 573,000 | $ 573,000 | ||
Net Proceeds raised Through Equity Offerings, Percent | 75% | |||
Debt instrument extensions | contract | 2 | |||
Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Temporary reduction in the interest rate if sustainability goals met | 0.02% | 0.02% | ||
Debt Instrument, Basis Spread on Variable Rate | 0.10% | |||
Revolving Credit Facility [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Credit Facility maximum borrowing capacity | $ 400,000 | $ 400,000 | ||
Term Loan [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Credit Facility maximum borrowing capacity | 500,000 | 500,000 | ||
Term Loan A [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Credit Facility maximum borrowing capacity | 350,000 | 350,000 | ||
Derivative, Notional Amount | $ 350,000 | $ 350,000 | ||
Term Loan A [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
Term Loan A [Member] | Interest Rate Swap [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Number of interest rate swaps entered | contract | 6 | 6 | ||
Term Loan A [Member] | Interest Rate Swap Agreement One [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Derivative, Notional Amount | $ 200,000 | $ 200,000 | ||
Term Loan A [Member] | Interest Rate Swap Agreement Two [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Derivative, Notional Amount | $ 150,000 | 150,000 | ||
Term Loan A [Member] | Interest Rate Swap Agreement Two [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.36% | |||
Term Loan A [Member] | Forward Starting Interest Rate Swaps [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Derivative, Notional Amount | $ 200,000 | $ 200,000 | ||
Number of interest rate swaps entered | contract | 3 | 3 | ||
Term Loan B [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Credit Facility maximum borrowing capacity | $ 150,000 | $ 150,000 | ||
Term Loan B [Member] | Interest Rate Swap [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Number of interest rate swaps entered | contract | 4 | 4 | ||
Term Loan B [Member] | Forward Starting Interest Rate Swaps [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Derivative fixed rate | 2.54% | 2.54% | ||
Derivative, Notional Amount | $ 150,000 | $ 150,000 | ||
Rosedale Loan [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Interest rate | 3.85% | 3.85% | 3.85% | |
Loan, maturity date | Jul. 31, 2025 | Jul. 31, 2025 | ||
Principal payments made | $ 230 | $ 344 | ||
Note balance | 13,462 | $ 13,563 | $ 13,462 | |
Interest expense | $ 273 | $ 695 | ||
Dumfries Loan [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Interest rate | 4.68% | 4.68% | 4.68% | |
Loan, maturity date | Jun. 01, 2024 | Jun. 01, 2024 | ||
Note balance | $ 10,957 | $ 11,034 | $ 10,957 | |
Toledo Loan [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Interest rate | 5% | 5% | 5% | |
Loan, maturity date | Jul. 30, 2033 | Jul. 30, 2033 | ||
Note balance | $ 1,316 | $ 1,368 | $ 1,316 | |
Accordion [Member] | Credit Facility [Member] | ||||
Notes Payable and Revolving Credit Facility | ||||
Credit Facility maximum borrowing capacity | $ 500,000 | $ 500,000 |
Equity - Summary of Stock Divid
Equity - Summary of Stock Dividend Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 07, 2024 | Dec. 12, 2023 | Mar. 31, 2024 | Dec. 31, 2023 |
Dividend Amount | $ 16,157 | $ 16,134 | ||
Dividend Accrued | 970 | |||
Preferred Stock [Member] | Dividend declared on December 12, 2023 [Member] | ||||
Date Announced | Dec. 12, 2023 | |||
Record Date | Jan. 15, 2024 | |||
Payment Date | Jan. 31, 2024 | |||
Dividend Amount | $ 1,455 | |||
Dividends per Share | $ 0.46875 | |||
Preferred Stock [Member] | Dividend declared on March 7, 2024 [Member] | ||||
Date Announced | Mar. 07, 2024 | |||
Record Date | Apr. 15, 2024 | |||
Payment Date | Apr. 30, 2024 | |||
Dividend Amount | $ 1,455 | |||
Dividends per Share | $ 0.46875 | |||
Common Stock [Member] | Dividend declared on December 12, 2023 [Member] | ||||
Date Announced | Dec. 12, 2023 | |||
Record Date | Dec. 27, 2023 | |||
Payment Date | Jan. 09, 2024 | |||
Dividend Amount | $ 14,819 | |||
Dividends per Share | $ 0.21 | |||
Common Stock [Member] | Dividend declared on March 7, 2024 [Member] | ||||
Date Announced | Mar. 07, 2024 | |||
Record Date | Mar. 22, 2024 | |||
Payment Date | Apr. 09, 2024 | |||
Dividend Amount | $ 14,901 | |||
Dividends per Share | $ 0.21 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 31, 2023 | |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Issued | 3,105,000 | 3,105,000 | ||
Preferred Stock, Shares Outstanding | 3,105,000 | 3,105,000 | ||
Dividend Accrued | $ 970,000 | |||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Common Stock, Shares, Outstanding | 65,587,000 | 65,565,000 | ||
Payments of dividends | $ 1,455,000 | $ 1,455,000 | ||
Payment Of Dividends Common Stock Op And Ltip Units | 14,946,000 | 14,699,000 | ||
Dividends Payable | $ 16,157,000 | $ 16,134,000 | ||
Limited Partners' Capital Account, Units Issued | 2,244,000 | 2,244,000 | ||
Limited Partners' Capital Account, Units Outstanding | 2,244,000 | 2,244,000 | ||
Limited Partners' Capital Account | $ 13,962,000 | $ 13,962,000 | ||
OP [Member] | ||||
Shares issued | 577,000 | |||
Units redeemed | 0 | 0 | ||
OP Units issued for property acquisitions | $ 0 | $ 5,482,000 | ||
At The Market [Member] | ATM | ||||
Authorized amount under sales agreement | $ 300,000,000 | |||
Common Stock [Member] | ATM | ||||
Shares issued | 0 | |||
Series A Preferred Stock [Member] | ||||
Preferred Stock, Shares Issued | 3,105,000 | 3,105,000 | ||
Preferred Stock, Shares Outstanding | 3,105,000 | 3,105,000 | ||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||
Preferred Stock, Liquidation Preference Per Share | $ 25 | $ 25 | ||
Dividends Payable, Amount Per Share | $ 1.875 | |||
Payments of dividends | $ 1,455,000 | 1,455,000 | ||
Long Term Incentives Plan Units Member | ||||
Dividend Accrued | 67,000 | 44,000 | ||
Payments of dividends | 127,000 | $ 57,000 | ||
Dividends Payable | $ 285,000 | $ 345,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 12,952 | $ 12,770 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 363 | 193 |
Due to related party | $ 0 | $ 0 |
Stock-Based Compensation - TRIP
Stock-Based Compensation - TRIP Unit Activity (Details) - shares shares in Thousands | 3 Months Ended | |
Feb. 21, 2024 | Mar. 31, 2024 | |
Long Term Incentives Plan Units [Member] | ||
Number of units issued | 238 | |
Time-based awards under the 2022 Long-Term Incentive Plan [Member] | Long Term Incentives Plan Units [Member] | ||
Number of units issued | 151 | |
Time-based awards under the 2023 Long-Term Incentive Plan [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 100% | |
Share-based Compensation Award, Tranche One [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche One [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche One [Member] | Time-based awards under the 2022 Long-Term Incentive Plan [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Time-based awards under the 2022 Long-Term Incentive Plan [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% |
Stock-Based Compensation - Vest
Stock-Based Compensation - Vested and unvested LTIP units (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 shares | |
Stock-Based Compensation | |
Vested units | 2,403 |
Unvested units | 720 |
LTIP Units outstanding as of September 30, 2022 | 3,123 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-Term Awards (Details) shares in Thousands | Mar. 31, 2024 shares | [1] |
Long-Term Awards [Member] | ||
Total target performance awards as of March 31, 2023 | 625 | |
2022 program [Member] | Long-Term Awards [Member] | ||
Total target performance awards as of March 31, 2023 | 154 | |
2023 Program [Member] | Annual Awards [Member] | ||
Total target performance awards as of March 31, 2023 | 147 | |
2023 Program [Member] | Long-Term Awards [Member] | ||
Total target performance awards as of March 31, 2023 | 228 | |
2021 Program [Member] | Long-Term Awards [Member] | ||
Total target performance awards as of March 31, 2023 | 96 | |
[1]2022 Long-Term Awards |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Long-Term Awards (Details) - Long-Term Awards [Member] - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
2020 Program [Member] | |||
Target awards | 96 | ||
2019 Long-Term Awards | |||
Expected term in years | 3 years | ||
2018 Long-Term Awards | |||
Fair value | $ 16.39 | ||
Volatility | 41.65% | ||
Risk-free rate | 1.72% | ||
Dividend assumption | reinvested | ||
Expected term in years | 3 years | ||
2022 program [Member] | |||
Fair value | $ 9.37 | ||
Target awards | 228 | ||
Volatility | 28.12% | ||
Risk-free rate | 4.38% | ||
Dividend assumption | reinvested | ||
Expected term in years | 3 years | ||
2021 Program [Member] | |||
Fair value | $ 11.67 | ||
Target awards | 154 | ||
Volatility | 43.54% | ||
Risk-free rate | 4.35% | ||
Dividend assumption | reinvested |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Expected dividend rate | 0% | |
Stock-based compensation expense | $ 1,233 | $ 688 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 9,100 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | |
2016 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 455 | |
Annual Award Agreements [Member] | ||
Period of average closing stock | 15 days | |
Long-Term Awards [Member] | ||
Performance period | 3 years | |
Share based compensation maximum percentage of target that may be earned | 200% | |
Long Term Incentives Plan Units [Member] | ||
Performance period | 3 years | |
Units redeemed | 22 | |
Long Term Incentives Plan Units [Member] | Long Term Incentive Plan [Member] | ||
Performance period | 3 years | |
Share based compensation maximum percentage of target that may be earned | 150% | |
Period of average closing stock | 15 days | |
Long Term Incentives Plan Units [Member] | Annual Award Agreements [Member] | ||
Performance period | 1 year | |
Share-based Compensation Award, Tranche One [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche One [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentives Plan Units [Member] | ||
Performance period | 1 year | |
Vesting percentage | 50% |
Leases - Aggregate annual minim
Leases - Aggregate annual minimum cash to be received by the Company on the noncancelable operating leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases | |
2024 (nine months remaining) | $ 85,074 |
2025 | 105,522 |
2026 | 97,031 |
2027 | 85,748 |
2028 | 75,271 |
Thereafter | 274,599 |
Total | $ 723,245 |
Leases - Scheduled obligations
Leases - Scheduled obligations for future minimum payments on operating ground leases (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases | |
2024 (nine months remaining) | $ 543 |
2025 | 740 |
2026 | 757 |
2027 | 772 |
2028 | 794 |
Thereafter | 9,657 |
Total | 13,263 |
Discount | (5,428) |
Lease liability | $ 7,835 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
May 01, 2023 USD ($) | Mar. 31, 2024 USD ($) property tenant building | Mar. 31, 2023 USD ($) | |
Operating Lease Average Remaining Lease Term | 10 years | ||
Variable revenue | $ 1,963 | $ 2,003 | |
Rental revenue | $ 35,069 | 36,199 | |
Weighted average remaining term | 42 years | ||
Weighted average discount rate | 7.50% | ||
Lease Expense | $ 55 | 65 | |
Paid in cash | $ 22 | $ 42 | |
Buildings located on land that is subject to operating ground leases | building | 7 | ||
Number of tenants | tenant | 268 | ||
Number of facilities leased | property | 185 | ||
Lease liability | $ 7,835 | ||
Concentration Risk, Customer | During this period there were no tenants with rental revenue that exceeded 10% of the Company’s rental revenue. | ||
Bethesda Headquarters [Member] | |||
Weighted average discount rate | 6.50% | ||
Increase In Operating Lease Liabilities | $ 4,634 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |