Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38597 | |
Entity Registrant Name | American Finance Trust, Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 90-0929989 | |
Entity Address, Address Line One | 650 Fifth Ave. | |
Entity Address, Address Line Two | 30th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 212 | |
Local Phone Number | 415-6500 | |
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 | 108,527,734 | |
Entity Central Index Key | 0001568162 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock, $0.01 par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value | |
Trading Symbol | AFIN | |
Security Exchange Name | NASDAQ | |
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | |
Trading Symbol | AFINP | |
Security Exchange Name | NASDAQ | |
Preferred Stock Purchase Rights | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NASDAQ | |
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Real estate investments, at cost: | ||
Land | $ 705,761 | $ 685,889 |
Buildings, fixtures and improvements | 2,739,793 | 2,681,485 |
Acquired intangible lease assets | 448,642 | 448,175 |
Total real estate investments, at cost | 3,894,196 | 3,815,549 |
Less: accumulated depreciation and amortization | (554,271) | (529,052) |
Total real estate investments, net | 3,339,925 | 3,286,497 |
Cash and cash equivalents | 175,745 | 81,898 |
Restricted cash | 18,192 | 17,942 |
Deposits for real estate investments | 1,140 | 85 |
Deferred costs, net | 16,934 | 17,467 |
Straight-line rent receivable | 49,272 | 46,976 |
Operating lease right-of-use assets | 18,841 | 18,959 |
Prepaid expenses and other assets (including $659 and $503 due from related parties as of March 31, 2020 and December 31, 2019, respectively) | 20,142 | 19,188 |
Assets held for sale | 5,937 | 1,176 |
Total assets | 3,646,128 | 3,490,188 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,309,513 | 1,310,943 |
Credit facility | 483,147 | 333,147 |
Below market lease liabilities, net | 82,624 | 84,041 |
Accounts payable and accrued expenses (including $473 and $1,153 due to related parties as of March 31, 2020 and December 31, 2019, respectively) | 53,333 | 26,817 |
Operating lease liabilities | 19,305 | 19,318 |
Deferred rent and other liabilities | 8,685 | 10,392 |
Dividends payable | 3,619 | 3,300 |
Total liabilities | 1,960,226 | 1,787,958 |
7.50% Series A cumulative redeemable perpetual preferred stock, $0.01 par value, liquidation preference $25.00 per share, 8,796,000 shares authorized, 7,719,689 and 6,917,230 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 77 | 69 |
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 108,475,266 and 108,475,266 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 1,085 | 1,085 |
Additional paid-in capital | 2,634,953 | 2,615,089 |
Distributions in excess of accumulated earnings | (972,019) | (932,912) |
Total stockholders’ equity | 1,664,096 | 1,683,331 |
Non-controlling interests | 21,806 | 18,899 |
Total equity | 1,685,902 | 1,702,230 |
Total liabilities and equity | $ 3,646,128 | $ 3,490,188 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Prepaid expenses and other assets, due from related parties | $ 659 | $ 503 |
Accounts payable and accrued expenses, due to related parties | $ 473 | $ 1,153 |
Preferred stock dividend rate | 7.50% | |
Preferred stock liquidation preference (in dollars per share) | $ 25 | |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, issued (in shares) | 108,475,266 | 108,475,266 |
Common stock, outstanding (in shares) | 108,475,266 | 108,475,266 |
Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Preferred stock dividend rate | 7.50% | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 8,796,000 | 8,796,000 |
Preferred stock, issued (in shares) | 7,719,689 | 6,917,230 |
Preferred stock, outstanding (in shares) | 7,719,689 | 6,917,230 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue from tenants | $ 74,564,000 | $ 71,541,000 |
Operating expenses: | ||
Asset management fees to related party | 6,905,000 | 6,038,000 |
Property operating expense | 12,282,000 | 12,836,000 |
Impairment of real estate investments | 0 | 823,000 |
Acquisition, transaction and other costs | 452,000 | 854,000 |
Equity-based compensation | 3,211,000 | 3,021,000 |
General and administrative | 5,328,000 | 6,061,000 |
Depreciation and amortization | 34,335,000 | 32,086,000 |
Total operating expenses | 62,513,000 | 61,719,000 |
Operating income before gain on sale of real estate investments | 12,051,000 | 9,822,000 |
Gain on sale of real estate investments | 1,440,000 | 2,873,000 |
Operating income | 13,491,000 | 12,695,000 |
Other (expense) income: | ||
Interest expense | (19,106,000) | (18,440,000) |
Other income | 72,000 | 2,545,000 |
Total other expense, net | (19,034,000) | (15,895,000) |
Net loss | (5,543,000) | (3,200,000) |
Net loss attributable to non-controlling interests | 9,000 | 3,000 |
Preferred stock dividends | (3,619,000) | (30,000) |
Net loss attributable to common stockholders | (9,153,000) | (3,227,000) |
Other comprehensive loss: | ||
Change in unrealized loss on derivatives | 0 | (473,000) |
Comprehensive loss attributable to common stockholders | $ (9,153,000) | $ (3,700,000) |
Weighted-average shares outstanding - Basic and Diluted (in shares) | 108,364,082 | 106,076,588 |
Net (loss) income per share attributable to common stockholders - Basic and Diluted (in dollars per share) | $ (0.08) | $ (0.03) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Total Stockholders’ Equity | Total Stockholders’ EquityRevision of Prior Period, Accounting Standards Update, Adjustment | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Distributions in excess of accumulated earnings | Distributions in excess of accumulated earningsRevision of Prior Period, Accounting Standards Update, Adjustment | Non-controlling Interests | Common Stock | Common StockTotal Stockholders’ Equity | Common StockCommon Stock | Common StockAdditional Paid-in Capital | Preferred Stock | Preferred StockTotal Stockholders’ Equity | Preferred StockPreferred Stock | Preferred StockAdditional Paid-in Capital |
Beginning Balance (in shares) at Dec. 31, 2018 | 0 | 106,230,901 | |||||||||||||||||
Beginning Balance at Dec. 31, 2018 | $ 1,609,735 | $ (170) | $ 1,601,400 | $ (170) | $ 0 | $ 1,063 | $ 2,412,915 | $ (531) | $ (812,047) | $ (170) | $ 8,335 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of Stock, net (in shares) | 1,200,000 | ||||||||||||||||||
Issuance of Stock, net | $ 28,596 | $ 28,596 | $ 12 | $ 28,584 | |||||||||||||||
Common stock repurchases (in shares) | 0 | (19,870) | |||||||||||||||||
Common stock repurchases | 0 | 0 | $ 0 | 0 | $ (274) | $ (274) | $ (1) | $ (273) | |||||||||||
Equity-based compensation (in shares) | 0 | ||||||||||||||||||
Equity-based compensation | 3,021 | 269 | $ 0 | 269 | 2,752 | ||||||||||||||
Dividends/Distributions declared on Common Stock | (29,207) | (29,207) | (29,207) | ||||||||||||||||
Dividends declared on Preferred Stock | (30) | (30) | (30) | ||||||||||||||||
Dividends/Distributions to non-controlling interest holders | (169) | (122) | (122) | (47) | |||||||||||||||
Net loss | (3,200) | (3,197) | (3,197) | (3) | |||||||||||||||
Other comprehensive loss | (473) | (473) | (473) | ||||||||||||||||
Ending Balance (in shares) at Mar. 31, 2019 | 1,200,000 | 106,211,031 | |||||||||||||||||
Ending Balance at Mar. 31, 2019 | 1,607,829 | 1,596,792 | $ 12 | $ 1,062 | 2,441,495 | (1,004) | (844,773) | 11,037 | |||||||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 6,917,230 | 108,475,266 | |||||||||||||||||
Beginning Balance at Dec. 31, 2019 | 1,702,230 | 1,683,331 | $ 69 | $ 1,085 | 2,615,089 | 0 | (932,912) | 18,899 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||
Issuance of Stock, net (in shares) | 0 | 802,459 | |||||||||||||||||
Issuance of Stock, net | $ (48) | $ (48) | $ 0 | $ (48) | $ 19,673 | $ 19,673 | $ 8 | $ 19,665 | |||||||||||
Equity-based compensation (in shares) | 0 | ||||||||||||||||||
Equity-based compensation | 3,211 | 247 | $ 0 | 247 | 2,964 | ||||||||||||||
Dividends/Distributions declared on Common Stock | (29,831) | (29,831) | (29,831) | ||||||||||||||||
Dividends declared on Preferred Stock | (3,619) | (3,619) | (3,619) | ||||||||||||||||
Dividends/Distributions to non-controlling interest holders | (171) | (123) | (123) | (48) | |||||||||||||||
Net loss | (5,543) | (5,534) | (5,534) | (9) | |||||||||||||||
Ending Balance (in shares) at Mar. 31, 2020 | 7,719,689 | 108,475,266 | |||||||||||||||||
Ending Balance at Mar. 31, 2020 | $ 1,685,902 | $ 1,664,096 | $ 77 | $ 1,085 | $ 2,634,953 | $ 0 | $ (972,019) | $ 21,806 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends/Distributions declared on common stock (in dollars per share) | $ 0.28 | $ 0.28 |
Dividends declared on preferred stock (in dollars per share) | $ 0.38 | $ 0.38 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (5,543) | $ (3,200) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 20,953 | 19,168 |
Amortization of in-place lease assets | 12,996 | 12,600 |
Amortization of deferred leasing costs | 386 | 318 |
Amortization (including accelerated write-off) of deferred financing costs | 1,581 | 1,311 |
Amortization of mortgage discounts (premiums) on borrowings, net | (560) | (794) |
Amortization (accretion) of market lease and other intangibles, net | (992) | (1,844) |
Equity-based compensation | 3,211 | 3,021 |
Gain on sale of real estate investments | (1,440) | (2,873) |
Impairment of real estate investments | 0 | 823 |
Payments of prepayment costs on mortgages | 80 | 413 |
Changes in assets and liabilities: | ||
Straight-line rent receivable | (2,348) | (2,118) |
Straight-line rent payable | 83 | 922 |
Prepaid expenses and other assets | (2,438) | 873 |
Accounts payable and accrued expenses | (182) | (4,314) |
Deferred rent and other liabilities | (1,707) | (3,911) |
Net cash provided by operating activities | 24,080 | 20,395 |
Cash flows from investing activities: | ||
Capital expenditures | (3,309) | (547) |
Investments in real estate and other assets | (63,429) | (114,312) |
Proceeds from sale of real estate investments | 2,314 | 3,122 |
Deposits | (1,055) | 1,877 |
Net cash used in investing activities | (65,479) | (109,860) |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 0 | 0 |
Payments on mortgage notes payable | (756) | (639) |
Proceeds from credit facility | 170,000 | 108,000 |
Payments on credit facility | (20,000) | 0 |
Payments of financing costs | (175) | 0 |
Payments of prepayment costs on mortgages | (80) | (413) |
Common stock repurchases | 0 | (274) |
Distributions on LTIP Units and Class A Units | (171) | (131) |
Dividends paid on common stock | (29,831) | (29,248) |
Dividends paid on preferred stock | (3,300) | 0 |
Common stock offering costs | (73) | 0 |
Proceeds from issuance of preferred stock, net | 19,882 | 28,956 |
Net cash provided by financing activities | 135,496 | 106,251 |
Net change in cash, cash equivalents and restricted cash | 94,097 | 16,786 |
Cash, cash equivalents and restricted cash beginning of period | 99,840 | 109,631 |
Cash, cash equivalents and restricted cash end of period | 193,937 | 126,417 |
Cash, cash equivalents and restricted cash end of period | ||
Cash and cash equivalents, end of period | 175,745 | 108,042 |
Restricted cash, end of period | 18,192 | 18,375 |
Supplemental Disclosures: | ||
Cash paid for interest, net of amounts capitalized | 17,955 | 17,905 |
Cash paid for income taxes | 218 | 200 |
Non-Cash Investing and Financing Activities: | ||
Accrued Preferred Stock offering costs | 210 | 359 |
Preferred dividend declared | 3,619 | 0 |
Proceeds from real estate sales used to pay off related mortgage notes payable | 1,277 | 11,606 |
Mortgage notes payable released in connection with disposition of real estate | (1,277) | (11,606) |
Increase in accounts payable related to investments in real estate | 26,518 | 0 |
Investments in real estate | (26,518) | 0 |
Accrued capital expenditures | $ 908 | $ 2,764 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization American Finance Trust, Inc. (the “Company”), incorporated on January 22, 2013 , is a Maryland corporation that elected to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ended December 31, 2013. The Company’s Class A common stock, $0.01 par value per share, is listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “AFIN.” In addition, the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”), is listed on Nasdaq under the symbol “AFINP”. The Company is a diversified REIT focused on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution related commercial real estate properties in the U.S. The Company owns a diversified portfolio of commercial properties comprised primarily of freestanding single-tenant properties that are net leased to investment grade and other creditworthy tenants and a portfolio of multi-tenant retail properties consisting primarily of power centers and lifestyle centers. The Company intends to focus its future acquisitions primarily on net leased service retail properties, defined as single-tenant retail properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of March 31, 2020 , the Company owned 848 properties, comprised of 18.9 million rentable square feet, which were 94.7% leased, including 815 single-tenant net leased commercial properties ( 777 of which are retail properties) and 33 multi-tenant retail properties. The Company has no employees. Substantially all of the Company’s business is conducted through American Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly-owned subsidiaries. The Company has retained American Finance Advisors, LLC (the “Advisor”) to manage the Company’s affairs on a day-to-day basis. American Finance Properties, LLC (the “Property Manager”) serves as the Company’s property manager. The Advisor and the Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), and these related parties of the Company receive compensation, fees and expense reimbursements for services related to managing the Company’s business. Lincoln Retail REIT Services, LLC (“Lincoln”) and its affiliates provide services to the Advisor in connection with the Company’s multi-tenant retail properties that are not net leased. The Advisor has informed the Company that the Advisor has agreed to pass through to Lincoln a portion of the fees and other expense reimbursements otherwise payable to the Advisor or its affiliates by the Company for services rendered by Lincoln. The Company is not a party to any contract with, and has no obligation to, Lincoln. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Accounting The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results for the entire year or any subsequent interim periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2019 , which are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2020 . Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2020 . Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Except for the OP, as of March 31, 2020 and December 31, 2019 , the Company had no interests in entities that were not wholly owned. Impacts of the COVID-19 Pandemic The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. During the first quarter of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, which has spread to over 200 countries and territories, including the United States, and has spread to every state in the United States. The World Health Organization has designated COVID-19 as a pandemic, and numerous countries, including the United States, have declared national emergencies with respect to COVID-19. The global impact of the outbreak has been rapidly evolving, and as cases of COVID-19 have continued to be identified in additional countries, many countries have reacted by instituting quarantines and restrictions on travel, closing financial markets and/or restricting trading and operations of non-essential offices and retail centers. Such actions are creating disruption in global supply chains, and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2020 , however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and the Company’s business in particular, makes any estimates and assumptions as of March 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates. The financial stability and overall health of tenants is critical to the Company’s business. The negative effects that the global pandemic has had on the economy includes the closure or reduction in activity for many retail operations such as some of those operated by the Company’s tenants (e.g., restaurants). This has impacted the ability of some of the Company’s tenants to pay their monthly rent either temporarily or in the long term. The Company has already experienced delays in rent collections in the month of April. The Company has taken a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases the Company has executed rent deferral agreements in April 2020. For accounting purposes, in accordance with ASC 842: Leases, normally a Company would be required to assess the modification to determine if the lease modification should be treated as a separate lease and if not, modification accounting would be applied which would require a Company to reassess the classification of the lease. However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC has provided relief that will allow companies to make a policy election as to whether they treat COVID-19 related lease amendments as a provision included in the pre-concession arrangement, and therefore, not a lease modification, or to treat the lease amendment as a modification. In order to be considered COVID-19 related, cash flows must be substantially the same or less than those prior to the concession. If the cash flows are substantially the same or less, there are two methods to potentially account for such rent deferrals under the relief, (1) As if no changes to the lease contract were made. Under that accounting, a lessor would increase its lease receivable and a lessee would increase its accounts payable as receivables/payments accrue. In its income statement, a lessor would continue to recognize expense during the deferral period or (2) As if the deferred payments are variable lease payments. The Company has elected to use this relief and therefore will have no change in the current classification of its leases in connection with many of the leases impacted by negotiations with its tenants. In addition to the proactive measures taken on rent collections, the Company has taken additional steps to maximize its flexibility related to its liquidity and minimize the related risk during this uncertain time. In March 2020, consistent with the Company’s plans to acquire additional properties, the Company borrowed an additional $150.0 million , net under its Credit Facility. Additionally, on March 30, 2020, the Company announced a reduction in the Company’s dividend, beginning in the second quarter of 2020, reducing the cash needed to fund dividend payments by approximately $27.2 million per year. However, the ultimate impact on the Company’s future results of operations, its liquidity and the ability of its tenants to continue to pay rent will depend on the overall length and severity of the COVID-19 pandemic, which management is unable to predict. Out-of-Period Adjustments During the three months ended March 31, 2019, the Company identified certain historical errors in its accounting for its land leases (as lessee) which impacted the previously issued quarterly and annual financial statements. Specifically, the Company did not consider whether a penalty would be considered to exist for impairment of leasehold improvements when considering whether to include certain extension options in the lease term for accounting purposes. The land leases related to property acquired between 2013 and 2017. As of December 31, 2018, the cumulative impact of using the appropriate lease term in its straight line rent expense calculations for the operating leases was an understatement of rent expense and accrued rent liability of $0.9 million . The Company concluded that the errors noted above were not material to the current period or any historical periods presented and, accordingly, the Company adjusted the amounts on a cumulative basis in the first quarter of 2019. Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2020 , these leases had an average remaining lease term of 8.9 years . Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Upon adoption of the new lease accounting standard effective January 1, 2019, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis. The following table presents future base rent payments on a cash basis due to the Company for the remainder of 2020 and each of the subsequent five years thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. As of March 31, 2020 : (In thousands) Future Base Rent Payments 2020 (remainder) $ 194,429 2021 252,022 2022 241,267 2023 228,847 2024 210,238 2025 192,550 Thereafter 1,174,917 $ 2,494,270 The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the three months ended March 31, 2020 and 2019 , approximately $0.2 million and $0.2 million , respectively, in contingent rental income is included in revenue from tenants in the accompanying consolidated statements of operations and comprehensive loss. The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the new leasing standard (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable. In fiscal 2020, this would include consideration of the impacts of the COVID-19 pandemic on the ability of the Company’s tenants to pay rents in accordance with their contracts. In accordance with the lease accounting rules the Company records uncollectable amounts as reductions in revenue from tenants. During the three months ended March 31, 2020 and 2019, such amounts were $1.2 million and $0.9 million , respectively. Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or an asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the three months ended March 31, 2020 and 2019 . Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of March 31, 2020 and December 31, 2019 , the Company had four and one properties classified as held for sale, respectively, (see Note 3 — Real Estate Investments, Net for additional information). In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and will continue to be accounted for as operating leases under the transition guidance, unless the lease is modified. The Company evaluates new and modified leases (by the Company or by a predecessor lessor/owner) pursuant to ASC 842 where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75% ), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90% ) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. For the three months ended March 31, 2020 or 2019, the Company has no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. The Company is also a lessee under certain land leases which are classified as operating leases and will be re-evaluated again upon any subsequent modification. These leases are reflected on the balance sheet and the rent expense is reflected on a straight line basis over the lease term. Purchase Price Allocation In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases, above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the three month periods ended March 31, 2020 and 2019 were asset acquisitions. For acquired properties with leases classified as operating leases, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases, as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. Gain on Dispositions of Real Estate Investments Gains on sales of rental real estate will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 5 years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. The value of customer relationship intangibles, if any, is amortized to expense over the initial term and any renewal periods in the respective leases, but in no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease, the unamortized portion of the in-place lease value and customer relationship intangibles is charged to expense. Assumed mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. Above and Below-Market Lease Amortization Capitalized above-market lease values are amortized as a reduction of revenue from tenants over the remaining terms of the respective leases and the capitalized below-market lease values are amortized as an increase to revenue from tenants over the remaining initial terms plus the terms of any below-market fixed rate renewal options of the respective leases. If a tenant with a below-market rent renewal does not renew, any remaining unamortized amount will be taken into income at that time. Capitalized above-market ground lease values are amortized as a reduction of property operating expense over the remaining terms of the respective leases. Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods. Equity-Based Compensation The Company has a stock-based award plan for its directors, which is accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in equity-based compensation and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met. Effective at the listing of the Company’s Class A common stock on Nasdaq (the “Listing”) on July 19, 2018 (the “Listing Date”), the Company entered into a multi-year outperformance agreement with the Advisor (the “2018 OPP”) under which a new class of units of the limited partnership designated as “LTIP Units” (“LTIP Units”) were issued to the Advisor. These awards are market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their measurement date and that value is reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for these non-employee awards is included in the equity-based compensation line item of the consolidated statements of operations. For additional information on the original terms, a March 2019 modification of the 2018 OPP and accounting for these awards, see Note 12 — Equity-Based Compensation . Accounting for Leases Lessor Accounting As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. At transition to the new lease accounting rules on January 1, 2019, after assessing its reserve balances at December 31, 2018 under the guidance, the Company wrote off accounts receivable of $0.1 million and straight-line rents receivable of $0.1 million as an adjustment to the opening balance of accumulated deficit, and accordingly rent for these tenants is currently recorded on a cash basis. Lessee Accounting For lessees, the accounting standard requires the application of a dual lease classification approach, classifying leases as either operating or finance leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease, while lease expense for finance leases is recognized based on an effective interest method over the term of the lease. Also, lessees must recognize a right-of-use asset (“ROU”) and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Further, certain transactions where at inception of the lease the buyer-lessor accounted for the transaction as a purchase of real estate and a new lease, may now be required to have symmetrical accounting to the seller-lessee if the transaction was not a qualified sale-leaseback and accounted for as a financing transaction. For additional information and disclosures related to the Company’s operating leases, see Note 9 — Commitments and Contingencies . Recently Issued Accounting Pronouncements Adopted as of January 1, 2020: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. |
Real Estate Investments
Real Estate Investments | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Real Estate Investments | Note 3 — Real Estate Investments Property Acquisitions The following table presents the allocation of real estate assets acquired and liabilities assumed during the periods presented. All acquisitions in both periods were considered asset acquisitions for accounting purposes. Three Months Ended March 31, (Dollar amounts in thousands) 2020 2019 Real estate investments, at cost: Land $ 22,272 $ 21,257 Buildings, fixtures and improvements 59,124 74,788 Total tangible assets 81,396 96,045 Acquired intangible assets and liabilities: (1) In-place leases 8,950 18,182 Above-market lease assets — 374 Below-market lease liabilities (400 ) (289 ) Total intangible assets, net 8,550 18,267 Consideration paid for acquired real estate investments, net of liabilities assumed (2) $ 89,946 $ 114,312 Number of properties purchased 31 64 ________ (1) Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the three months ended March 31, 2020 were 17.4 years and 11.3 years , respectively, as of each property’s respective acquisition date. (2) For the three months ended March 31, 2020 , consideration for acquisition of certain properties that closed on March 31, 2020 in the amount of $26.5 million was paid on April 1, 2020. The acquisition and the related payable are included on the consolidated balance sheets as of March 31, 2020 . The following table presents amortization expense and adjustments to revenue from tenants and property operating expense for intangible assets and liabilities during the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 In-place leases, included in depreciation and amortization $ 12,996 $ 12,600 Above-market lease intangibles $ (764 ) $ (868 ) Below-market lease liabilities 1,768 2,729 Total included in revenue from tenants $ 1,004 $ 1,861 Below-market ground lease asset (1) $ 8 $ 18 Above-market ground lease liability (1) (1 ) (1 ) Total included in property operating expenses $ 7 $ 17 ______ (1) In accordance with lease accounting rules effective January 1, 2019, intangible balances related to ground leases are included as part of the operating lease right-of-use assets presented on the consolidated balance sheet and the amortization expense of such balances is included in property operating expenses on the consolidated statement of operations and comprehensive loss. The following table provides the projected amortization expense and adjustments to revenue from tenants and property operating expense for intangible assets and liabilities for the next five years: (In thousands) 2020 (remainder) 2021 2022 2023 2024 In-place leases, to be included in depreciation and amortization $ 28,945 $ 35,147 $ 31,200 $ 28,811 $ 26,193 Above-market lease intangibles $ 1,893 $ 2,283 $ 1,914 $ 1,666 $ 1,529 Below-market lease liabilities (5,105 ) (6,319 ) (5,958 ) (5,796 ) (5,582 ) Total to be included in revenue from tenants $ (3,212 ) $ (4,036 ) $ (4,044 ) $ (4,130 ) $ (4,053 ) Real Estate Held for Sale When assets are identified by management as held for sale, the Company ceases depreciation and amortization of the identified assets and estimates the sales price, net of costs to sell, for those assets. If the carrying amount of the assets classified as held for sale exceeds the estimated net sales price, the Company records an impairment charge equal to the amount by which the carrying amount of the assets exceeds the Company’s estimate of the net sales price of the assets. For additional information on impairment charges, see Impairment Charges section below. As of March 31, 2020 and December 31, 2019 , there were four and one properties, respectively, classified as held for sale. During the three months ended March 31, 2020 , the Company sold the one property that was classified as held for sale as of December 31, 2019 . The Company also classified four additional properties as held for sale during the three months ended March 31, 2020 . The disposal of these properties does not represent a strategic shift. Accordingly, the operating results of these properties remain classified within continuing operations for all periods presented. The following table details the major classes of assets associated with the properties that have been reclassified as held for sale as of the dates indicated: (In thousands) March 31, 2020 December 31, 2019 Real estate investments held for sale, at cost: Land $ 1,995 $ 563 Buildings, fixtures and improvements 4,817 750 Acquired lease intangible assets — — Total real estate assets held for sale, at cost 6,812 1,313 Less accumulated depreciation and amortization (875 ) (137 ) Total real estate investments held for sale, net 5,937 1,176 Impairment charges related to properties reclassified as held for sale (1) — — Assets held for sale $ 5,937 $ 1,176 Number of properties 4 1 _____ (1) Impairment charges are recorded in the period in which an asset is reclassified to held for sale. Real Estate Sales During the three months ended March 31, 2020 , the Company sold two properties leased to Truist Bank (formerly known as SunTrust Bank, “Truist Bank”), for an aggregate contract price of $3.8 million , exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $1.4 million , which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2020 . During the three months ended March 31, 2019 , the Company sold eight properties, including seven leased to Truist Bank, for an aggregate contract price of $15.1 million , exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $2.9 million , which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2019 . Real Estate Held for Use When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. For the Company, the most common triggering events are (i) concerns regarding the tenant (i.e., credit or expirations) in the Company’s single tenant properties or significant vacancy in the Company’s multi-tenant properties and (ii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. As of March 31, 2020 and December 31, 2019 , the Company owned one held for use single-tenant net lease property leased to Truist Bank, which had a lease term that expired on December 31, 2017 and was vacant. For held for use properties, the Company reconsiders the projected cash flows due to various performance indicators and where appropriate and the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over the intended holding period. See Impairment Charges below for discussion of specific charges taken. For held for use assets, the Company primarily uses a market approach to estimate the future cash flows expected to be generated. This approach involves evaluating comparable sales of properties in the same geographic region as the held for use properties in order to determine an estimated sale price. The Company makes certain assumptions including, among others, the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties and market and economic conditions at the time of any potential sales of these properties, such as discount rates; demand for space; competition for tenants; changes in market rental rates; and costs to operate the property, would be similar to those in the comparable sales analyzed. Where more than one possible scenario exists, the Company uses a probability weighted approach. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or additional impairment may be realized in the future. For some of the held for use properties, the Company had executed a non-binding letter of intent (“LOI”) or a definitive purchase and sale agreement (“PSA”) to sell the properties, however, these did not meet the criteria for held for sale treatment at March 31, 2020 . In those instances, the Company used the sale price from the applicable LOI or PSA to estimate the future cash flows expected to be generated in the sale scenario. The Company made certain assumptions in this approach as well, mainly the sale of these properties would close at the terms specified in the LOI or PSA. There can be no guarantee the sales of these properties will close under these terms or at all. Impairment Charges The Company did no t record any impairment charges for the three months ended March 31, 2020 . The Company recorded total impairment charges of $0.8 million for the three months ended March 31, 2019 . This amount is comprised of impairment charges of $0.1 million , which were recorded upon reclassification of properties to assets held for sale to adjust the properties to their fair value less estimated cost of disposal and impairment charges of $0.7 million , which was recorded on one held for use property leased to Truist Bank. |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net The Company’s mortgage notes payable, net as of March 31, 2020 and December 31, 2019 consisted of the following: Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties March 31, December 31, March 31, Interest Rate Maturity Anticipated Repayment (In thousands) (In thousands) Class A-1 Net Lease Mortgage Notes 95 $ 119,992 $ 120,294 3.83 % Fixed May 2049 May 2026 Class A-2 Net Lease Mortgage Notes 106 121,000 121,000 4.52 % Fixed May 2049 May 2029 Total Net Lease Mortgage Notes 201 240,992 241,294 SAAB Sensis I 1 6,550 6,660 5.93 % Fixed Apr. 2025 Apr. 2025 Truist Bank II 17 10,860 10,860 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank III 76 60,952 62,228 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank IV 12 6,626 6,626 5.50 % Fixed Jul. 2031 Jul. 2021 Sanofi US I 1 125,000 125,000 5.16 % Fixed Jul. 2026 Jan. 2021 Stop & Shop 4 45,000 45,000 3.49 % Fixed Jan. 2030 Jan. 2030 Mortgage Loan I (1) 244 497,150 497,150 4.36 % Fixed Sep. 2020 Sep. 2020 Shops at Shelby Crossing 1 22,024 22,139 4.97 % Fixed Mar. 2024 Mar. 2024 Patton Creek (1) 1 38,918 39,147 5.76 % Fixed Dec. 2020 Dec. 2020 Bob Evans I 23 23,950 23,950 4.71 % Fixed Sep. 2037 Sep. 2027 Mortgage Loan II 12 210,000 210,000 4.25 % Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 33,400 4.12 % Fixed Jan. 2028 Jan. 2028 Gross mortgage notes payable 615 1,321,422 1,323,454 4.55 % (2) Deferred financing costs, net of accumulated amortization (3) (14,401 ) (15,564 ) Mortgage premiums and discounts, net (4) 2,492 3,053 Mortgage notes payable, net $ 1,309,513 $ 1,310,943 __________ (1) During the current quarter ended March 31, 2020 , the Company had entered into a non-binding term sheet with certain potential lenders contemplating a potential refinancing of these loans with a new $700 million securitized loan with a term of 10 years that would be secured by 373 single-tenant net leased properties that are currently unencumbered, currently serving as collateral under these loans or are part of the borrowing base under our Credit Facility. (2) Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2020 . (3) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that it is probable the financing will not close. (4) Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. As of March 31, 2020 and December 31, 2019 , the Company had pledged $2.5 billion and $2.5 billion , respectively, in real estate investments, at cost as collateral for its mortgage notes payable. This real estate is not available to satisfy other debts and obligations unless first satisfying the mortgage notes payable on the properties. In addition, as of March 31, 2020 and December 31, 2019 , $1.3 billion and $1.2 billion , respectively, in real estate investments, at cost were included in the unencumbered asset pool comprising the borrowing base under the Credit Facility with $122.3 million and $78.5 million , respectively, of real estate investments, at cost unencumbered and not part of the borrowing base under the Credit Facility ( see Note 5 — Credit Facility for definition). Therefore, this real estate is only available to serve as collateral or satisfy other debts and obligations if it is first removed from the borrowing base under the Credit Facility. The following table summarizes the scheduled aggregate principal payments on mortgage notes payable based on anticipated maturity dates for the five years subsequent to March 31, 2020 and thereafter: (In thousands) Future Principal Payments 2020 (remainder) $ 537,656 2021 205,605 2022 2,311 2023 2,643 2024 22,287 2025 5,770 Thereafter 545,150 $ 1,321,422 The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of March 31, 2020 , the Company was in compliance with all operating and financial covenants under its mortgage notes payable agreements. Net Lease Mortgage Notes On May 30, 2019, subsidiaries of the Company completed the issuance of $242.0 million aggregate principal amount of Net Lease Mortgage Notes (the “Net Lease Mortgage Notes”), in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Net Lease Mortgage Notes have been issued using a master trust structure, which enables additional series of notes to be issued upon the contribution of additional properties to the collateral pool without the need to structure a new securitization transaction. Any new notes that are so issued will be cross collateralized with the current Net Lease Mortgage Notes. The Net Lease Mortgage Notes were issued in two classes, Class A-1 (the “Class A-1 Net Lease Mortgage Notes”) and Class A-2 (the “Class A-2 Net Lease Mortgage Notes”). The Class A-1 Net Lease Mortgage Notes are rated AAA (sf) by Standard & Poor’s and had an initial principal amount of $121.0 million with an anticipated repayment date in May 2026 and an interest rate of 3.78% per annum. The Class A-2 Net Lease Mortgage Notes are rated A (sf) by Standard & Poor’s and had an initial principal amount of $121.0 million with an anticipated repayment date in May 2029 and an interest rate of 4.46% per annum. The Class A-1 Net Lease Mortgage Notes require interest and principal amortization payments until the applicable anticipated repayment date. The Class A-2 Net Lease Mortgage Notes are interest-only until June 2020, when principal amortization payments are required until the applicable anticipated repayment date. The Net Lease Mortgage Notes are collectively currently amortizing at a rate of approximately 0.5% per annum. The Net Lease Mortgage Notes may be redeemed at any time prior to their anticipated repayment date subject to payment of a make-whole premium. If any class of Net Lease Mortgage Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Net Lease Mortgage Notes. The Net Lease Mortgage Notes have a rated final payment date in May 2049. As of March 31, 2020 , the collateral pool for the Net Lease Mortgage Notes is comprised of 201 of the Company’s double- and triple-net leased single tenant properties that were transferred to subsidiaries of the Company that issued the Net Lease Mortgage Notes, together with the related leases and certain other rights and interests. The net proceeds from the sale of the Net Lease Mortgage Notes were used to repay $204.9 million in indebtedness related to 192 of the properties then in the collateral pool securing the Net Lease Mortgage Notes, and approximately $37.1 million of the remaining net proceeds were available to the Company for general corporate purposes, including to fund acquisitions. At closing, the Company repaid mortgage notes of $29.9 million previously secured by 39 individual properties and repaid $175.0 million in outstanding borrowings under the Credit Facility. The Company removed 153 of its properties from the borrowing base under the Credit Facility to serve as part of the collateral pool for the Net Lease Mortgage Notes in connection with this repayment and added ten properties acquired in 2019 to the collateral pool securing the Net Lease Mortgage Notes. The subsidiaries of the Company may release or exchange properties from the collateral pool securing the Net Lease Mortgage Notes subject to various terms and conditions, including paying any applicable make-whole premium and limiting the total value of properties released or exchanged to not more than 35% of the aggregate collateral value. These conditions, including the make-whole premium, do not apply under certain circumstances, including a prepayment in an aggregate amount of up to 35% of the initial principal balance if the prepayment is funded with proceeds from qualifying deleveraging events, such as a firm commitment underwritten registered public equity offering by the Company that generates at least $75.0 million in net proceeds, that occur following June 2021. The Net Lease Mortgage Notes benefit from two debt service coverage ratio tests. If the monthly debt service coverage ratio falls below 1.3 x and is not cured, cash flow that would be available to pay certain subordinated expenses or be released to the Company will instead be deposited into a reserve account. If the three month average debt service coverage ratio falls below 1.2 x and is not cured, all remaining cash flow after payments of interest on the Net Lease Mortgage Notes will be applied to pay principal on the Net Lease Mortgage Notes (first on the Class A-1 Net Lease Mortgage Notes and then on the Class A-2 Net Lease Mortgage Notes). |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Credit Facility | Note 5 — Credit Facility On April 26, 2018, the Company repaid its prior revolving unsecured corporate credit facility in full and entered into a $415.0 million revolving unsecured corporate credit facility (the “Credit Facility”) with BMO Bank, as administrative agent, Citizens Bank, N.A. and SunTrust Robinson Humphrey, Inc., as joint lead arrangers, and the other lenders from time to time party thereto. In September 2018, the lenders under the Credit Facility increased the aggregate total commitments under the Credit Facility by $125.0 million , bringing total commitments to $540.0 million . The Credit Facility includes an uncommitted “accordion feature” whereby, upon the request of the OP, but at the sole discretion of the participating lenders, the commitments under the Credit Facility may be increased by up to an additional $500.0 million , subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. As of March 31, 2020 , as discussed above, the Company had already increased its commitments through this accordion feature by $125.0 million , leaving $375.0 million of potential available commitments remaining. The amount available for future borrowings under the Credit Facility is based on the lesser of (1) a percentage of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (2) a maximum amount permitted to maintain a minimum debt service coverage ratio with respect to the borrowing base, in each case, as of the determination date. As of March 31, 2020 , the Company had a total borrowing capacity under the Credit Facility of $522.4 million based on the value of the borrowing base under the Credit Facility. Of this amount, $483.1 million was outstanding under the Credit Facility as of March 31, 2020 and $39.3 million remained available for future borrowings. In addition, in accordance with the Credit Facility, in order for the Company to make payments required to fund certain share repurchases, the Company would be required to satisfy a maximum leverage ratio after giving effect to the payments and also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million . The Credit Facility requires payments of interest only. The maturity date of the Credit Facility is April 26, 2022 and the Company has a one-time right, subject to customary conditions, to extend the maturity date for an additional term of one year to April 26, 2023. Borrowings under the Credit Facility bear interest at either (i) the Base Rate (as defined in the Credit Facility) plus an applicable spread ranging from 0.60% to 1.20% , depending on the Company’s consolidated leverage ratio, or (ii) LIBOR plus an applicable spread ranging from 1.60% to 2.20% , depending on the Company’s consolidated leverage ratio. As of March 31, 2020 and December 31, 2019 , the weighted-average interest rate under the Credit Facility was 3.41% and 3.80% , respectively. It is anticipated that LIBOR will only be available in substantially its current form until the end of 2021. To transition from LIBOR under the Credit Facility, the Company anticipates that it will either utilize the Base Rate or negotiate a replacement reference rate for LIBOR with the lenders. The Credit Facility contains various customary operating covenants, including the restricted payments covenant described in more detail below, as well as covenants restricting, among other things, the incurrence of liens, investments, fundamental changes, agreements with affiliates and changes in nature of business. The Credit Facility also contains financial maintenance covenants with respect to maximum consolidated leverage, maximum consolidated secured leverage, minimum fixed charge coverage, maximum other recourse debt to total asset value, and minimum net worth. As of March 31, 2020 , the Company was in compliance with the operating and financial covenants under the Credit Facility. Pursuant to the Credit Facility, the Company is not permitted to pay distributions, including cash dividends on equity securities (including the Series A Preferred Stock) in an aggregate amount exceeding 95% of MFFO (as defined in the Credit Facility) for any look-back period of four consecutive fiscal quarters without seeking consent from the lenders under the Credit Facility. On November 9, 2019, the Company entered into an amendment to the Credit Facility (the “November Amendment”) which permits the Company to pay distributions in an aggregate amount not exceeding 105% of MFFO for any applicable period if, as of the last day of the period, the Company is able to satisfy a maximum leverage ratio after giving effect to the payments and also has a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $60.0 million . As of March 31, 2020 and December 31, 2019, the Company satisfied these requirements. The Company was therefore able to rely on this exception for the applicable periods ended on March 31, 2020 and December 31, 2019. The Company also expects to rely on this exception in future periods. There is no assurance that the lenders will consent to any additional amendments to the Credit Facility that may become necessary to maintain compliance with the Credit Facility. Moreover, the Company’s ability to maintain compliance with the Credit Facility depends on its ability, and the time needed, to invest in new cash flow generating acquisitions. There is no assurance the Company will complete pending or future acquisitions. If the Company is not able to increase the amount of cash it has available to pay dividends, including through additional cash flows the Company expects to generate from completing acquisitions, the Company’s ability to comply with the Credit Facility or the terms of the Series A Preferred Stock in future periods may be adversely affected. Further, the Company may have to identify other financing sources to fund dividends. There can be no assurance that other sources will be available on favorable terms, or at all. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair Value Hierarchy GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred sources of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below: Level 1 — Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 — Unobservable inputs that reflect the entity’s own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques. The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. However, the Company expects that changes in classifications between levels will be rare. A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets and liabilities. The Company’s policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period. There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2020 and 2019 . Financial Instruments Measured at Fair Value on a Recurring Basis The Company did not have any financial instruments measured at fair value on a recurring basis as of March 31, 2020 or December 31, 2019 . Real Estate Investments measured at fair value on a non-recurring basis Real Estate Investments - Held for Sale The Company has had impaired real estate investments classified as held for sale ( see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). There were no impaired real estate investments held for sale as of March 31, 2020 and December 31, 2019 . Carrying value of impaired real estate investments held for sale on the consolidated balance sheet represents their estimated fair value less cost to sell. Impaired real estate investments held for sale are generally classified in Level 3 of the fair value hierarchy. Real Estate Investments - Held for Use The Company has had impaired real estate investments classified as held for use ( see Note 3 — Real Estate Investments for additional information on impairment charges recorded by the Company). There were no impaired real estate investments held for use as of March 31, 2020 and December 31, 2019 . The carrying value of impaired real estate investments held for use on the consolidated balance sheet represents their estimated fair value. The Company primarily uses a market approach to estimate the future cash flows expected to be generated. Impaired real estate investments which are held for use are generally classified in Level 3 of the fair value hierarchy. Financial Instruments that are not Reported at Fair Value The carrying value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and accrued expenses and dividends payable approximates their fair value due to their short-term nature. As of March 31, 2020 , the fair value of advances to the Company under the Credit Facility was $478.7 million due to the widening of the credit spreads during the current period. These advances had a carrying value of $483.1 million as of March 31, 2020 . As of December 31, 2019 , the $333.1 million carrying value of advances under the Credit Facility approximated their fair value. The fair value of the Company’s mortgage notes payable as of March 31, 2020 and December 31, 2019 were $1.3 billion and $1.4 billion , respectively, compared to carrying value of $1.3 billion for both periods presented. The fair value of gross mortgage notes payable is based on estimates of market interest rates. This approach relies on unobservable inputs and therefore is classified as Level 3 in the fair value hierarchy. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities Risk Management Objective of Using Derivatives The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative or other purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which the Company and its related parties may also have other financial relationships. The Company does not anticipate that any of the counterparties will fail to meet their obligations. The Company did not have any derivative instruments outstanding as of March 31, 2020 due to the termination of its interest rate swaps after the repayment of certain mortgages during the year ended December 31, 2019 . Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily has used and may use in the future, interest rate swaps and collars as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract and payments of variable-rate amounts if interest rates fall below the floor strike rate on the contract. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive income (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction impacts earnings. As of March 31, 2020 and December 31, 2019 the Company did not have any derivatives that were designated as cash flow hedges of interest rate risk. During the portion of 2019 when the Company had derivatives, they were used to hedge the variable cash flows associated with variable-rate debt but these derivatives were terminated in connection with a debt repayment in the second quarter of 2019. The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (In thousands) 2020 2019 Amount of loss recognized in AOCI on interest rate derivatives $ — $ (493 ) Amount of loss reclassified from AOCI into income as interest expense $ — $ (20 ) Total amount of interest expense presented in the consolidated income statements $ 19,106 $ 18,440 Non-Designated Hedges As of March 31, 2020 and 2019, the Company did not have any derivatives that were not designated as hedges of in qualifying hedging relationships, and therefore no gain or loss was recorded in the three months ended March 31, 2020 and 2019. Offsetting Derivatives The Company did not have any derivatives outstanding as of March 31, 2020 or December 31, 2019 . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of March 31, 2020 and December 31, 2019 , the Company had 108.5 million shares of Class A common stock outstanding representing all shares of common stock outstanding. Since the Listing and through March 31, 2020, the Company paid dividends on its Class A common stock at an annualized rate equal to $1.10 per share, or $0.0916667 per share on a monthly basis. In March 2020 the Company’s board of directors approved a reduction in the Company’s annualized dividend to $0.85 per share, or $0.0708333 per share, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. The new dividend rate became effective beginning with the Company’s April 1 dividend declaration (see Note 14 — Subsequent Events for additional information). The Company declares dividends based on monthly record dates and will generally pay dividends, once declared, on or around the 15th day of each month (or, if not a business day, the next succeeding business day) to Class A common stock holders of record on the applicable record date. Dividend payments are dependent on the availability of funds. The Company’s board of directors may reduce the amount of dividends paid or suspend dividend payments at any time and therefore dividends payments are not assured. Authorized Repurchase Program Effective at the Listing, the Company’s board of directors authorized a share repurchase program of up to $200.0 million of Class A common stock that the Company may implement from time to time through open market repurchases or in privately negotiated transactions based on the Company’s board of directors’ and management’s assessment of, among other things, market conditions prevailing at the particular time. The Company will have the ability to repurchase shares of Class A common stock up to this amount at its discretion, subject to authorization by the Company’s board of directors prior to any such repurchase. As of March 31, 2020 , the total of the Company’s remaining availability for future borrowings and cash and cash equivalents was $215.0 million . In accordance with the Credit Facility, in order for the Company to make payments required to fund certain share repurchases, which would include payments for this authorized repurchase program, the Company would be required to satisfy a maximum leverage ratio after giving effect to the payments and also have a combination of cash, cash equivalents and amounts available for future borrowings under the Credit Facility of not less than $40.0 million . Accordingly, if the Company decided to purchase shares under this program, the ultimate amount repurchased would depend on the amount of cash and availability for future borrowings at that time. There have not been any purchases authorized, through open market purchases or otherwise, under this program through the date of this Quarterly Report on Form 10-Q. Distribution Reinvestment Plan Effective on the Listing Date, an amendment and restatement of the then effective distribution reinvestment plan approved by the Company’s board of directors became effective (the “DRIP”). The DRIP allows stockholders who have elected to participate in the DRIP to have dividends payable with respect to all or a portion of their shares of Class A common stock reinvested in additional shares of Class A common stock. Shares issued pursuant to the DRIP represent shares that are, at the election of the Company, either (i) acquired directly from the Company, which would issue new shares, at a price based on the average of the high and low sales prices of Class A common stock on Nasdaq on the date of reinvestment, or (ii) acquired through open market purchases by the plan administrator at a price based on the weighted-average of the actual prices paid for all of the shares of Class A common stock purchased by the plan administrator with all participants’ reinvested dividends for the related quarter, less a per share processing fee. Shares issued pursuant to the DRIP are recorded within stockholders’ equity in the accompanying consolidated balance sheets in the period dividends are declared. During the three months ended March 31, 2020 and 2019 all shares acquired by participants pursuant to the DRIP were acquired through open market purchases by the plan administrator and not acquired directly from the Company. ATM Program — Class A Common Stock In May 2019, the Company established an “at the market” equity offering program for Class A common stock (the “Class A Common Stock ATM Program”), pursuant to which the Company may from time to time, offer, issue and sell to the public up to $200.0 million in shares of Class A common stock, through sales agents. The Company did not sell any shares under the Class A Common Stock ATM Program during the three months ended March 31, 2020 . Preferred Stock The Company is authorized to issue up to 50,000,000 shares of preferred stock, of which it has classified and designated 8,796,000 as authorized shares of its Series A Preferred Stock as of March 31, 2020 and December 31, 2019. The Company had 7,719,689 and 6,917,230 shares of Series A Preferred Stock issued and outstanding as of March 31, 2020 and December 31, 2019, respectively. Underwritten Offerings — Series A Preferred Stock On March 26, 2019, the Company completed the initial issuance and sale of 1,200,000 shares of Series A Preferred Stock in an underwritten public offering at a public offering price equal to the liquidation preference of $25.00 per share. The offering generated gross proceeds of $30.0 million and net proceeds of $28.6 million , after deducting underwriting discounts and offering costs paid by the Company during the three months ended March 31, 2019 . The Company did not underwrite any offerings to sell Series A Preferred Stock during the three months ended March 31, 2020 . ATM Program — Series A Preferred Stock In May 2019, the Company established an “at the market” equity offering program for its Series A Preferred Stock (the “Series A Preferred Stock ATM Program”) pursuant to which the Company may, from time to time, offer, issue and sell to the public, through sales agents, shares of the Series A Preferred Stock having an aggregate offering price of up to $50.0 million which was subsequently increased to $100.0 million in October 4, 2019. During the quarter ended March 31, 2020 , the Company sold 802,459 shares under the Series A Preferred Stock ATM Program for gross proceeds of $20.3 million and net proceeds of $20.0 million , after commissions paid of approximately $0.3 million . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lessee Arrangements - Ground Leases The Company is a lessee in ground lease agreements for eight of its properties. The ground leases have lease durations, including assumed renewals, ranging from 17.8 years to 44.6 years as of March 31, 2020 . As of March 31, 2020 , the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $18.8 million and $19.3 million , respectively. In computing the lease liabilities, the Company discounts future lease payments at an estimated incremental borrowing rate at adoption or acquisition if later. The terms of the Company’s ground leases are significantly longer than the terms of borrowings available to the Company on a fully-collateralized basis. The Company’s estimate of this rate required significant judgment. The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 28.7 years and a weighted-average discount rate of 7.5% as of March 31, 2020 . For the three months ended March 31, 2020 and 2019, the Company paid cash of $0.4 million and $0.4 million , respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.5 million and $1.3 million on a straight-line basis in accordance with lease accounting rules, which in the three months ended March 31, 2019, included an out-of-period adjustment of $0.9 million (see Note 2 — Summary of Significant Accounting Polices for additional information). The lease expense is recorded in property operating expenses in the consolidated statements of operations and comprehensive loss. The Company did not enter into any additional ground leases during the three months ended March 31, 2020 . The following table reflects the base cash rental payments due from the Company as of March 31, 2020 : (In thousands) Future Base Rent Payments 2020 (remainder) $ 1,146 2021 1,536 2022 1,553 2023 1,554 2024 1,565 Thereafter 46,007 Total lease payments 53,361 Less: Effects of discounting (34,056 ) Total present value of lease payments $ 19,305 Litigation and Regulatory Matters On January 13, 2017, four affiliated stockholders of American Realty Capital — Retail Centers of America, Inc. (“RCA”) filed in the United States District Court for the District of Maryland a putative class action lawsuit against RCA, the Company, Edward M. Weil, Jr., Leslie D. Michelson, Edward G. Rendell (Weil, Michelson and Rendell, the “Director Defendants”), and AR Global, alleging violations of Sections 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) by RCA and the Director Defendants, violations of Section 20(a) of the Exchange Act by AR Global and the Director Defendants, breaches of fiduciary duty by the Director Defendants, and aiding and abetting breaches of fiduciary duty by AR Global and the Company in connection with the negotiation of and proxy solicitation for a shareholder vote on what was at the time the proposed merger with American Realty Capital - Retail Centers of America, Inc (the “Merger”) and an amendment to RCA’s charter. On March 11, 2019, the United States Court of Appeals for the Fourth Circuit affirmed the judgment of the district court dismissing the complaint. On March 25, 2019, the plaintiffs filed a Petition for Rehearing and Rehearing En Banc, which was subsequently denied on April 9, 2019 . Due to the stage of the litigation, no estimate of a probable loss or any reasonable possible losses are determinable at this time. No provisions for such losses have been recorded in the accompanying consolidated financial statements for the three months ended March 31, 2020 or 2019 . On February 8, 2018, Carolyn St. Clair-Hibbard, a purported stockholder of the Company, filed a putative class action complaint in the United States District Court for the Southern District of New York against the Company, AR Global, the Advisor, Nicholas S. Schorsch and William M. Kahane. On February 23, 2018, the complaint was amended to, among other things, assert some claims on the plaintiff’s own behalf and other claims on behalf of herself and other similarly situated shareholders of the Company as a class. On April 26, 2018, defendants moved to dismiss the amended complaint. On May 25, 2018, plaintiff filed a second amended complaint. The second amended complaint alleges that the proxy materials used to solicit stockholder approval of the Merger at the Company’s 2017 annual meeting were materially incomplete and misleading. The complaint asserts violations of Section 14(a) of the Exchange Act against the Company, as well as control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under 20(a). It also asserts state law claims for breach of fiduciary duty against the Advisor, and claims for aiding and abetting such breaches, of fiduciary duty against the Advisor, AR Global and Messrs. Schorsch and Kahane. The complaint seeks unspecified damages, rescission of the Company’s advisory agreement (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of the Company’s advisory agreement are void. The Company believes the second amended complaint is without merit and intends to defend vigorously. On June 22, 2018, defendants moved to dismiss the second amended complaint. On August 1, 2018, plaintiff filed an opposition to defendants’ motions to dismiss. Defendants filed reply papers on August 22, 2018, and oral argument was held on September 26, 2018. On September 23, 2019, the Court granted defendants’ motions and dismissed the complaint with prejudice. The plaintiff has appealed that order. Appellate briefing is complete and oral argument took place on April 23, 2020. On May 5, 2020, the United States Court of Appeals for the Second Circuit affirmed the lower court’s dismissal of the complaint. On October 26, 2018, Terry Hibbard, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the registration statement pursuant to which RCA shareholders acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against Messrs. Weil, Radesca, Gong, and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against the Company and Mr. Weil, and control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under Section 15 of the Securities Act. The complaint seeks unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement. The Company believes the complaint is without merit and intends to defend vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time. On March 6, 2019, Susan Bracken, Michael P. Miller and Jamie Beckett, purported stockholders of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, on behalf of themselves and others who purchased shares of common stock through the Pre-Listing DRIP, against the Company, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the April and December 2016 registration statements pursuant to which class members purchased shares contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against the Company, Messrs. Weil, Radesca, Gong and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against the Company and Mr. Weil, and control person liability against the Advisor, AR Global, and Messrs. Schorsch and Kahane under Section 15 of the Securities Act. The complaint seeks unspecified damages and either rescission of the Company’s sale of stock or rescissory damages. The Company believes the complaint is without merit and intends to defend vigorously. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time. On April 30, 2019, Lynda Callaway, a purported stockholder of the Company, filed a putative class action complaint in New York State Supreme Court, New York County, against the Company, AR Global, the Advisor, Nicholas S. Schorsch, William M. Kahane, Edward M. Weil, Jr., Nicholas Radesca, David Gong, Stanley R. Perla, and Lisa D. Kabnick. The complaint alleges that the registration statement pursuant to which plaintiff and other class members acquired shares of the Company during the Merger contained materially incomplete and misleading information. The complaint asserts violations of Section 11 of the Securities Act against the Company, Messrs. Weil, Radesca, Gong, and Perla, and Ms. Kabnick, violations of Section 12(a)(2) of the Securities Act against the Company and Mr. Weil, and control person liability under Section 15 of the Securities Act against the Advisor, AR Global, and Messrs. Schorsch and Kahane. The complaint seeks unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement. Due to the early stage of the litigation, no estimate of a probable loss or any reasonably possible losses are determinable at this time. On July 11, 2019, the New York State Supreme Court issued an order consolidating the three above-mentioned cases: Terry Hibbard, Bracken, and Callaway (the “Consolidated Cases”). The Court also stayed the Consolidated Cases pending a decision on the motions to dismiss in the St. Clair-Hibbard litigation pending in the United States District Court for the Southern District of New York. Following the federal court’s decision on the motions to dismiss in the St. Clair-Hibbard litigation, on October 31, 2019 plaintiffs filed an amended consolidated class action complaint in the Consolidated Cases seeking substantially similar remedies from the same defendants. The Company moved to dismiss the amended consolidated complaint on December 16, 2019. Briefing on this motion is complete and a hearing is scheduled for May 17, 2020. There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company. During the three months ended March 31, 2020 and 2019, the Company incurred legal costs related to the above litigation of approximately $0.3 million and $0.3 million , respectively. A portion of these litigation costs are subject to a claim for reimbursement under the insurance policies maintained by the Company, and during the three months ended March 31, 2020 and 2019, reimbursements of $9,176 and $1.8 million , respectively, were received and recorded in other income in the consolidated statements of operations. The Company may receive additional reimbursements in the future. Environmental Matters In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on its financial position or results of operations. |
Related Party Transactions and
Related Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Arrangements | Related Party Transactions and Arrangements Fees and Participations Incurred in Connection with the Operations of the Company Summary of Advisory Agreement On April 29, 2015 , the independent directors of the Company’s board of directors unanimously approved certain amendments to the Amended and Restated Advisory Agreement, as amended (the “First A&R Advisory Agreement”), by and among the Company, the OP and the Advisor (the “Second A&R Advisory Agreement”). The Second A&R Advisory Agreement, which superseded the First A&R Advisory Agreement, took effect on July 20, 2015 , the date on which the Company filed certain changes to the Company’s charter, which were approved by the Company’s stockholders on June 23, 2015 . The initial term of the Second A&R Advisory Agreement of 20 years began on April 29, 2015, and is automatically renewable for another 20 -year term upon each 20 -year anniversary unless terminated by the Company’s board of directors for cause. On September 6, 2016, the Company entered into an amendment and restatement of the Second A&R Advisory Agreement (the “Third A&R Advisory Agreement”), which became effective on February 16, 2017. The Third A&R Advisory Agreement grants the Company the right to internalize the services provided under the Third A&R Advisory Agreement (“Internalization”) and to terminate the Third A&R Advisory Agreement pursuant to a notice received by the Advisor as long as (i) more than 67% of the Company’s independent directors have approved the Internalization; and (ii) the Company pays the Advisor an Internalization fee equal to (1) $15.0 million plus (2) either (x) if the Internalization occurs on or before December 31, 2028, the Subject Fees (defined below) multiplied by 4.5 or (y) if the Internalization occurs on or after January 1, 2029, the Subject Fees multiplied by 3.5 plus (3) 1.0% multiplied by (x) the purchase price of properties or other investments acquired after the end of the fiscal quarter in which the notice of Internalization is received by the Advisor and prior to the Internalization and (y) without duplication, the cumulative net proceeds of any equity raised by the Company during the period following the end of the fiscal quarter in which notice is received and the Internalization. The “Subject Fees” are equal to (i) the product of four multiplied by the sum of (A) the actual base management fee (including both the fixed and variable portion thereof) plus (B) the actual variable management fee, in each of clauses (A) and (B), payable for the fiscal quarter in which the notice of Internalization is received by the Advisor, plus, (ii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity raised in respect of the fiscal quarter in which the notice of Internalization is received by the Advisor. Up to 10% of the Internalization fee may be payable in shares of Class A common stock subject to certain conditions. The initial term of the Third A&R Advisory Agreement expires on April 29, 2035. This term is automatically renewed for successive 20 -year terms upon expiration unless the Third A&R Advisory Agreement is terminated (1) in accordance with an Internalization, (2) by the Company or the Advisor with cause, without penalty, with 60 days’ notice, (3) by the Advisor for (a) a failure to obtain a satisfactory agreement for any successor to the Company to assume and agree to perform obligations under the Third A&R Advisory Agreement or (b) any material breach of the Third A&R Advisory Agreement of any nature whatsoever by the Company, or (4) by the Advisor in connection with a change of control of the Company. Upon the termination of the Third A&R Advisory Agreement, the Advisor will be entitled to receive from the Company all amounts due to the Advisor, as well as the then-present fair market value of the Advisor’s interest in the Company. 2019 Advisory Agreement Amendment On March 18, 2019, the Company entered into Amendment No.2 to the Third A&R Advisory Agreement (“Amendment No. 2”), by and among the OP and the Advisor. Amendment No.2 revised the section of the Third A&R Advisory Agreement specifically related to reimbursable administrative service expenses, including reasonable salaries and wages, benefits and overhead of employees of the Advisor or its affiliates, including those of certain executive officers of the Company. See the “ Professional Fees and Other Reimbursements” section below for details. 2020 Advisory Agreement Amendment On March 30, 2020, the Company entered into Amendment No.3 to the Third A&R Advisory Agreement (“Amendment No. 3”), by and among the OP and the Advisor. Amendment No.3 revised the section of the Third A&R Advisory Agreement to temporarily lower the quarterly thresholds of Core Earnings Per Adjusted Share (as defined in the Advisory Agreement) the Company must reach on a quarterly basis for the Advisor to receive the Variable Management Fee (as defined in the Advisory Agreement). For additional information, see the “Asset Management Fees and Variable Management/Incentive Fees” section below. In-Sourced Expenses The Advisor has been and may continue to be reimbursed for costs it incurs in providing investment-related services, or “insourced expenses.” These insourced expenses may not exceed 0.5% of the contract purchase price of each acquired property or 0.5% of the amount advanced for a loan or other investment. Additionally, the Company has paid and may continue to pay third party acquisition expenses. The aggregate amount of acquisition expenses, including insourced expenses, may not exceed 4.5% of the contract purchase price of the Company’s portfolio or 4.5% of the amount advanced for all loans or other investments and this threshold has not been exceeded through December 31, 2019. The Company incurred $64,000 and $91,000 of acquisition expenses and related cost reimbursements for the three months ended March 31, 2020 and 2019, respectively. Asset Management Fees and Variable Management/Incentive Fees The Company pays the Advisor a fixed base management fee and a variable base management fee. Under the Third A&R Advisory Agreement, the fixed portion of the base management fee is; (i) $22.5 million annually for the period from February 17, 2018 until February 16, 2019; and (ii) $24.0 million annually for the remainder of the term. If the Company acquires (whether by merger, consolidation or otherwise) any other REIT, that is advised by an entity that is wholly-owned, directly or indirectly, by AR Global, other than any joint ventures, (a “Specified Transaction”), the fixed portion of the base management fee will be increased by an amount equal to the consideration paid for the acquired company’s equity multiplied by 0.0031 for the first year following the Specified Transaction, 0.0047 for the second year and 0.0062 thereafter. The variable portion of the base management fee is a monthly fee equal to one-twelfth of 1.25% of the cumulative net proceeds of any equity raised by the Company and its subsidiaries from and after the initial effective date of the Third A&R Advisory Agreement on February 16, 2017. Base management fees, including the variable portion, are included in asset management fees to related party on the consolidated statement of operations and comprehensive loss for the three months ended March 31, 2020 and 2019. The Company incurred $6.9 million and $6.0 million in base management fees (including both the fixed and variable portion) during the three months ended March 31, 2020 and 2019, respectively. In addition, the Company is required to pay the Advisor a variable management fee. For the quarter ended March 31, 2020 and the year ended December 31, 2019, the amount that was required to be paid was equal to the product of (1) the fully diluted shares of common stock outstanding multiplied by (2) (x) 15.0% of the applicable quarter’s Core Earnings per share in excess of $0.275 per share plus (y) 10.0% of the applicable quarter’s Core Earnings per share in excess of $0.3125 per share, in each case as adjusted for changes in the number of shares of common stock outstanding. The definition of Adjusted Outstanding Shares (as defined in the Third A&R Advisory Agreement), which is used to calculate Core Earnings per share, is based on the Company’s reported diluted weighted-average shares outstanding. In accordance with Amendment No. 3 to the Third A&R Advisory Agreement, for the quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, the low and high thresholds will be reduced from $0.275 and $0.3125 , respectively, to $0.23 and $0.27 , respectively. The Company believes that the revised thresholds provide an appropriate incentive to the Advisor as the Company works to minimize the adverse impact on its business resulting from the COVID-19 pandemic. The Advisor and the independent directors on the Company’s board of directors have agreed to reassess the threshold levels for 2021 after 2020 and potentially further amend the Advisory Agreement, after taking into account the economic impact of the COVID-19 pandemic on the Company. Core Earnings is defined as, for the applicable period, net income or loss computed in accordance with GAAP excluding non-cash equity compensation expense, the variable management fee, acquisition and transaction related fees and expenses, financing related fees and expenses, depreciation and amortization, realized gains and losses on the sale of assets, any unrealized gains or losses or other non-cash items recorded in net income or loss for the applicable period, regardless of whether such items are included in other comprehensive loss, or in net income, one-time events pursuant to changes in GAAP and certain non-cash charges, impairment losses on real estate related investments and other than temporary impairments of securities, amortization of deferred financing costs, amortization of tenant inducements, amortization of straight-line rent, amortization of market lease intangibles, provision for loss loans, and other non-recurring revenue and expenses (in each case after discussions between the Advisor and the independent directors and the approval of a majority of the independent directors). The variable management fee is payable to the Advisor or its assignees in cash or shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor and the value of any share to be determined by the Advisor acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. The Company did no t incur any variable management fees during the three months ended March 31, 2020 or 2019. Property Management Fees The Company has a property management agreement (the “Multi-Tenant Property Management Agreement”), a leasing agreement (the “Multi-Tenant Leasing Agreement”) and a net lease property management and leasing agreement (the “Net Lease Property Management Agreement”) with the Property Manager. The Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement each became effective on February 16, 2017. In connection with the issuance of the Net Lease Mortgage Notes, subsidiaries of the Company have entered into the Property Management and Servicing Agreement, dated May 30, 2019 (the “ABS Property Management Agreement”), with the Property Manager, KeyBank, as back-up property manager, and Citibank, N.A. as indenture trustee. The Multi-Tenant Property Management Agreement provides that, unless a property is subject to a separate property management agreement with the Property Manager, the Property Manager is the sole and exclusive property manager for the Company’s multi-tenant properties, which are generally anchored, retail properties, such as power centers and lifestyle centers. In December 2017, in connection with a $210.0 million mortgage loan secured by 12 of the Company’s anchored, stabilized core retail properties, the Company entered into 12 identical property management agreements with the Property Manager, the substantive terms of which are substantially identical to the terms of the Multi-Tenant Property Management Agreement, except they do not provide for the transition fees described below. The Multi-Tenant Property Management Agreement entitles the Property Manager to a management fee equal to 4.0% of the gross rental receipts from the multi-tenant properties, including common area maintenance reimbursements, tax and insurance reimbursements, percentage rental payments, utility reimbursements, late fees, vending machine collections, service charges, rental interruption insurance, and a 15.0% administrative charge for common area expenses. In addition, the Property Manager is entitled to transition fees of up to $2,500 for each multi-tenant property managed, a construction fee equal to 6.0% of construction costs incurred, if any, and reimbursement of all expenses specifically related to the operation of a multi-tenant property, including compensation and benefits of property management, accounting, lease administration, executive and supervisory personnel of the Property Manager, and excluding expenses of the Property Manager’s corporate and general management office and excluding compensation and other expenses applicable to time spent on matters other than the multi-tenant properties. Pursuant to the Multi-Tenant Leasing Agreement, the Company may, under certain circumstances and subject to certain conditions, pay the Property Manager a leasing fee for services in leasing multi-tenant properties to third parties. The Company’s double- and triple-net leased single- tenant properties are managed by the Property Manager pursuant to the Net Lease Property Management Agreement, which permits the Property Manager to subcontract its duties to third parties and provides that the Company is responsible for all costs and expenses of managing the properties, except for general overhead and administrative expenses of the Property Manager. In December 2019, in connection with the Stop&Shop Loan, the Company entered into a property management and leasing agreement with the Property Manager with respect to the four properties securing the Stop & Shop Loan, the substantive terms of which are substantially identical to the terms of the Net Lease Property Management Agreement, except that it limits the fees payable to the Property Manager and any subcontractor to 3.0% of operating income in the event that the Property Manager subcontracts its duties under the agreement. The current term of each of the Multi-Tenant Property Management Agreement, the Multi-Tenant Leasing Agreement and the Net Lease Property Management Agreement ends on October 1, 2020, with automatic renewals for successive one -year terms unless terminated 60 days prior to the end of a term or terminated for cause. Property Management and Services Agreement - Net Lease Mortgage Notes Under the ABS Property Management Agreement, the Property Manager is responsible for servicing and administering the properties and leases securing the Net Lease Mortgage Notes under ordinary and special circumstances, and KeyBank, as the back-up property manager, is responsible for, among other things, maintaining current servicing records and systems for the assets securing the Net Lease Mortgage Notes in order to enable it to assume the responsibilities of the Property Manager in the event the Property Manager is no longer the property manager and special servicer. Pursuant to the ABS Property Management Agreement, the Property Manager may also be required to advance principal and interest payments on the Net Lease Mortgage Notes to preserve and protect the value of the applicable assets. The Company’s subsidiaries are required to reimburse any of these payments or advances. Pursuant to the ABS Property Management Agreement, subsidiaries of the Company are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25% , and (ii) the aggregate allocated loan amounts of all the properties that serve as part of the collateral for the Net Lease Mortgage Notes, except for specially serviced properties. With respect to the specially serviced properties, the Property Manager is entitled to receive a workout fee or liquidation fee under certain circumstances based on 0.50% of applicable amounts recovered, as well as a monthly fee equal to the product of (i) one-twelfth of 0.75% , and (ii) the aggregate allocated loan amounts of all the specially serviced properties that serve as part of the collateral pool for the Net Lease Mortgage Notes. The Property Manager retained KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank provides certain services the Property Manager is required to provide as property manager under the ABS Property Management Agreement. Under the ABS Property Management Agreement, the Property Manager has agreed to waive (i) the portion of the monthly fee related to the properties that are not specially serviced that is in excess of the amount to be paid to KeyBank as sub-manager pursuant to the sub-management agreement, (ii) the workout fee, (iii) the liquidation fee and (iv) the monthly fee related to the properties that are specially serviced, although the Property Manager retains the right to revoke these waivers at any time. The Property Manager is also entitled to receive additional servicing compensation related to certain fees and penalties under the leases it is responsible for under the ABS Property Management Agreement. The services provided by the Property Manager with respect to the double- and triple-net leased single tenant properties in the collateral pool and related property management fees are separate and independent from the property management services the Property Manager has provided and will continue to provide with respect to those properties pursuant to the Net Lease Property Management Agreement. Professional Fees and Other Reimbursements The Company reimburses the Advisor’s costs of providing administrative services, including among other things, reasonable allocation of salaries and wages, benefits and overhead of employees of the Advisor or its affiliates, except for costs to the extent that the employees perform services for which the Advisor receives a separate fee. The reimbursement includes reasonable overhead expenses, including the reimbursement of an allocated portion of rent expense at certain properties that are both occupied by employees of the Advisor or its affiliates and owned by affiliates of the Advisor. These reimbursements are exclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln. During the three months ended March 31, 2020 and 2019, the Company incurred $2.3 million and $2.7 million , respectively, of reimbursement expenses due to the Advisor providing administrative services, which is included in included in Professional fees and other reimbursements in the table below and in general and administrative expense on the consolidated statement of operations and comprehensive loss. Prior to Amendment No. 2, the Company had not reimbursed the Advisor or its affiliates, including the Property Manager, for salaries, wages, or benefits paid to the Company’s executive officers. Starting in 2019, under Amendment No. 2, the Company began to reimburse the Advisor for a portion of the salary, wages, and benefits paid to the Company’s chief financial officer as part of the aggregate reimbursement for salaries, wages and benefits of employees of the Advisor or its affiliates, excluding any executive officer who is also a partner, member or equity owner of AR Global and subject to certain limitations. Beginning in 2019, under Amendment No. 2, the aggregate amount that may be reimbursed in each fiscal year for salaries, wages and benefits (excluding overhead) of employees of the Advisor or its affiliates (the “Capped Reimbursement Amount”) is limited to the greater of: (a) $7.0 million (the “Fixed Component”) and (b) the variable component (the “Variable Component”), which is defined in Amendment No. 2 as, for any fiscal year: (i) the sum of the total real estate investments, at cost as recorded on the balance sheet dated as of the last day of each fiscal quarter (the “Real Estate Cost”) in the year divided by four , which amount is then (ii) multiplied by 0.20% . Both the Fixed Component and the Variable Component will also be increased by an annual cost of living adjustment equal to the portion of the Capped Reimbursement Amount (as determined above) multiplied by the greater of (x) 3.0% and (y) the CPI, as defined in Amendment No. 2, for the prior year ended December 31st. In the event of a reduction in the Real Estate Cost by 25% or more pursuant to instructions from the Company’s board of directors, in one or a series of related dispositions in which the proceeds of the disposition(s) are not reinvested in Investments (as defined in the Third A&R Advisory Agreement), then within 12 months following the disposition(s), the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component; provided that if the proceeds of the disposition(s) are paid to shareholders of the Company as a special distribution or used to repay loans with no intent of subsequently re-financing and re-investing the proceeds thereof in Investments, the Advisor and the Company will enter into good faith negotiations to reset the Fixed Component within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company. During the three months ended March 31, 2020 and 2019, the Company incurred a total amount of $1.9 million and $1.8 million , respectively, of reimbursement expenses due to the Advisor for salaries, wages and benefits that were subject to the Capped Reimbursement Amount. Summary of fees, expenses and related payables The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln: Three Months Ended March 31, Payable (Receivable) as of (In thousands) 2020 2019 March 31, December 31, Non-recurring fees and reimbursements: Acquisition cost reimbursements (1) $ 64 $ 91 $ 64 $ 53 Ongoing fees: Asset management fees to related party 6,905 6,038 20 9 Property management and leasing fees (2) 1,470 2,690 389 1,153 Professional fees and other reimbursements (3) 2,704 2,870 (659 ) (4) (565 ) (4) Total related party operating fees and reimbursements $ 11,143 $ 11,689 $ (186 ) $ 650 ______ (1) Amounts for the three months ended March 31, 2020 and 2019 included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss. (2) Amounts for the three months ended March 31, 2020 and 2019 are included in property operating expenses in the consolidated statements of operations and comprehensive loss. (3) Amounts for the three months ended March 31, 2020 and 2019 are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. Includes amounts for directors and officers insurance. (4) Balance as of December 31, 2019 includes a receivable of $0.7 million from the Advisor previously recorded in the fourth quarter of 2018, which pursuant to authorization by the independent members of the Company’s board of directors, is payable over time during 2020. The first payment was received during the three months ended March 31, 2020 with a receivable of $0.5 million remaining as of March 31, 2020 |
Economic Dependency
Economic Dependency | 3 Months Ended |
Mar. 31, 2020 | |
Economic Dependency [Abstract] | |
Economic Dependency | Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor, its affiliates and entities under common control with the Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Equity Plans 2018 Equity Plan Effective at the Listing, the Company’s board of directors adopted an equity plan for the Advisor (the “Advisor Plan”) and an equity plan for individuals (the “Individual Plan” and together with the Advisor Plan, the “2018 Equity Plan”). The Advisor Plan is substantially similar to the Individual Plan, except with respect to the eligible participants. Participation in the Individual Plan is open to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, certain consultants to the Company and the Advisor and its affiliates or to entities that provide services to the Company. By contrast, participation in the Advisor Plan is only open to the Advisor. The 2018 Equity Plan succeeded and replaced the existing employee and director restricted share plan (the “RSP”). Following the effectiveness of the 2018 Equity Plan at the Listing, no further awards will be issued under the RSP; provided, however, that any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, will remain outstanding in accordance with their terms and the terms of the RSP until all those awards are vested, forfeited, canceled, expired or otherwise terminated in accordance with their terms. The Company accounts for forfeitures when they occur. The 2018 Equity Plan permits awards of restricted shares, restricted stock units ( “RSUs”), options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2018 Equity Plan has a term of 10 years , commencing on the Listing Date. Identical to the RSP, the number of shares of the Company’s capital stock available for awards under the 2018 Equity Plan, in the aggregate, is equal to 10.0% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa. If any awards granted under the 2018 Equity Plan are forfeited for any reason, the number of forfeited shares is again available for purposes of granting awards under the 2018 Equity Plan. Restricted Shares Restricted shares are shares of common stock awarded under terms that provide for vesting over a specified period of time. For restricted shares awarded to the Company’s directors, the awards provide for accelerated vesting of the portion of the unvested restricted shares scheduled to vest in the year of the recipient’s termination of his or her position as a director of the Company due to a voluntary resignation or failure to be re-elected to the Company’s board of directors following nomination therefor. All unvested restricted shares also vest in the event of a Change of Control (as defined in the RSP or the Individual Plan) or a termination of a directorship without cause or as a result of death or disability. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash dividends prior to the time that the restrictions on the restricted shares have lapsed. Any dividends to holders of restricted shares payable in shares of common stock are subject to the same restrictions as the underlying restricted shares. The following table reflects the activity of restricted shares for the three months ended March 31, 2020 : Number of Shares of Common Stock Weighted-Average Issue Price Unvested, December 31, 2019 111,421 $ 14.52 Granted — — Vested (496 ) 24.17 Forfeited — — Unvested, March 31, 2020 110,925 $ 14.48 As of March 31, 2020 , the Company had $0.8 million of unrecognized compensation cost related to unvested restricted share awards granted, which is expected to be recognized over a weighted-average period of 1.2 years . The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted shares was approximately $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively. Compensation expense related to restricted shares is included in equity-based compensation on the accompanying consolidated statements of operations and comprehensive loss. Restricted Stock Units RSUs represent a contingent right to receive shares of common stock at a future settlement date, subject to satisfaction of applicable vesting conditions and other restrictions, as set forth in the RSP and an award agreement evidencing the grant of RSUs. RSUs may not, in general, be sold or otherwise transferred until restrictions are removed and the rights to the shares of common stock have vested. Holders of RSUs do not have or receive any voting rights with respect to the RSUs or any shares underlying any award of RSUs, but such holders are generally credited with dividend or other distribution equivalents which are subject to the same vesting conditions and other restrictions as the underlying RSUs and only paid at the time such RSUs are settled in shares of common stock. The Company has not granted any RSUs, and no unvested RSUs were outstanding for the three months ended March 31, 2020 or 2019. Multi-Year Outperformance Agreement On the Listing Date, the Company granted a performance-based equity award to the Advisor in the form of a Master LTIP Unit pursuant to the 2018 OPP. The Master LTIP Unit was automatically converted on August 30, 2018 (the “Effective Date”), the 30 th trading day following the Listing Date, into 4,496,796 LTIP Units equal to the quotient of $72.0 million divided by $16.0114 , the ten-day trailing average closing price of the Company’s Class A common stock on Nasdaq over the ten consecutive trading days immediately prior to the Effective Date (the “Initial Share Price”). The Effective Date was the grant date for accounting purposes. In accordance with accounting rules, the total fair value of the LTIP Units of $32.0 million was calculated and fixed as of the grant date, and will be recorded over the requisite service period of three years . In March 2019, the Company entered into an amendment to the 2018 OPP to reflect a change in the peer group resulting from the merger of one member of the peer group, Select Income REIT, with Government Properties Income Trust, with the entity surviving the merger renamed as Office Properties Income Trust. Under the accounting rules, the Company was required to calculate any excess of the new value of LTIP Units in accordance with the provisions of the amendment ( $10.9 million ) over the fair value immediately prior to the amendment ( $8.1 million ). This excess of approximately $2.8 million is being expensed over the period from March 4, 2019, the date the Company’s compensation committee approved the amendment, through August 30, 2021. During the three months ended March 31, 2020 and 2019, the Company recorded equity-based compensation expense related to the LTIP Units of $3.0 million and $2.8 million , respectively, which is recorded in equity-based compensation in the unaudited consolidated statements of operations and comprehensive loss. As of March 31, 2020 , the Company had $15.4 million of unrecognized compensation expense related to the LTIP Units which is expected to be recognized over a period of 1.3 years . LTIP Units represent the maximum number of LTIP Units that may be earned by the Advisor during a performance period commencing on July 19, 2018 and ending on the earliest of (i) July 19, 2021, (ii) the effective date of any Change of Control (as defined in the 2018 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company (the “Performance Period”). Half of the LTIP Units (the “Absolute TSR LTIPs Units”) are eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute total stockholder return (“TSR”) for the Performance Period as follows: Performance Level Absolute TSR Percentage of Award LTIPs Earned Below Threshold Less than 24 % — % Threshold 24 % 25 % Target 30 % 50 % Maximum 36 % or higher 100 % If the Company’s absolute TSR is more than 24% but less than 30% , or more than 30% but less than 36% , the percentage of the Absolute TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively. Half of the LTIP Units (the “Relative TSR LTIP Units”) are eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR for the Performance Period exceeds the average TSR of a peer group for the Performance Period consisting of Colony Capital, Inc., Lexington Realty Trust, RPT Realty (formerly known as Ramco-Gershenson Properties Trust), Spirit Realty Capital, Inc. and Office Properties Income Trust as follows: Performance Level Relative TSR Excess Percentage of Relative TSR Award LTIPs Earned Below Threshold Less than -600 basis points — % Threshold -600 basis points 25 % Target — basis points 50 % Maximum +600 basis points 100 % If the relative TSR excess is more than -600 basis points but less than 0 basis points, or more than 0 basis points but less than +600 basis points, the percentage of the Relative TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively. The Advisor, as the holder of the LTIP Units, is entitled to distributions on the LTIP Units equal to 10% of the distributions made per Class A Unit (other than distributions of sale proceeds) until the LTIP Units are earned. These distributions are not subject to forfeiture, even if the LTIP Units are ultimately forfeited. The Master LTIP Unit was entitled, on the Effective Date, to receive a distribution equal to the product of 10% of the distributions made per Class A Unit during the period from the Listing Date to the Effective Date multiplied by the number of LTIP Units. For the three months ended March 31, 2020 and 2019, the Company paid distributions on the LTIP Units of $0.1 million which is recorded in the unaudited consolidated statement of changes in equity. If any LTIP Units are earned, the holder will be entitled to a priority catch-up distribution on each earned LTIP Unit equal to the aggregate distributions paid on a Class A Unit during the Performance Period, less the aggregate distributions paid on the LTIP Unit during the Performance Period. As of the Valuation Date, the earned LTIP Units will become entitled to receive the same distributions paid on the Class A Units. Further, at the time the Advisor’s capital account with respect to an LTIP Unit is economically equivalent to the average capital account balance of a Class A Unit, the LTIP Unit has been earned and it has been vested for 30 days, the Advisor, as the holder of the earned LTIP Unit in its sole discretion, will, in accordance with the Second A&R OP Agreement, be entitled to convert the LTIP Unit into a Class A Unit, which may, in turn, be redeemed on a one-for-one basis for, at the Company’s election, a share of Class A common stock or the cash equivalent thereof. If the Valuation Date is the effective date of a Change of Control or a termination of the Advisor without Cause (as defined in the Third A&R Advisory Agreement), then calculations relating to the number of LTIP Units earned pursuant to the 2018 OPP will be based on actual performance through the last trading day prior to the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years but without pro-rating the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn to reflect the shortened period. If the Valuation Date is the effective date of a termination of the Advisor with Cause, then calculations relating to the number of LTIP Units earned pursuant to the 2018 OPP will be based on actual performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR pro-rated to reflect that the Performance Period lasted less than three years and with the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn also pro-rated to reflect the shortened period. The award of LTIP Units under the 2018 OPP is administered by the compensation committee, provided that any of the compensation committee’s powers can be exercised instead by the Company’s board of directors if the board of directors so elects. Following the Valuation Date, the compensation committee is responsible for determining the number of Absolute TSR LTIP Units and Relative TSR LTIP Units earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIP Units and Relative TSR LTIP Units (or Class A Units into which they may be converted in accordance with the terms of the A&R LPA). LTIP Units earned as of the Valuation Date will also become vested as of the Valuation Date. Any LTIP Units that are not earned and vested after the compensation committee makes the required determination will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP, effective as of the Valuation Date. Director Compensation Under the current director compensation program, on a regular basis, each independent director receives an annual cash retainer of $60,000 and, in connection with each of the Company’s annual meetings of stockholders, a grant of $85,000 in restricted shares, vesting on the one -year anniversary of the annual meeting. The lead independent director receives an additional annual cash retainer of $100,000 , the chair of the audit committee of the Company’s board of directors receives an additional annual cash retainer of $30,000 , each other member of the audit committee receives an additional annual cash retainer of $15,000 , the chair of each of the compensation committee and the nominating and corporate governance committee of the Company’s board of directors receives an additional annual cash retainer of $15,000 , and each other member of each of the compensation committee and the nominating and corporate governance committee will receive an additional annual cash retainer of $10,000 . Other Equity-Based Compensation The Company may issue common stock in lieu of cash to pay fees earned by the Company’s directors at each director’s election. There are no restrictions on the shares issued since these payments in lieu of cash relate to fees earned for services performed. There were no shares of common stock issued to directors in lieu of cash compensation during the three months ended March 31, 2020 and 2019 . |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Loss Per Share The following table sets forth the basic and diluted net loss per share computations: Three Months Ended March 31, (In thousands, except share and per share amounts) 2020 2019 Net loss attributable to common stockholders - Basic and Diluted $ (9,153 ) $ (3,227 ) Weighted-average shares outstanding — Basic and Diluted 108,364,082 106,076,588 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.08 ) $ (0.03 ) Diluted net loss per share assumes the vesting or conversion of restricted shares and Class A Units into an equivalent number of unrestricted shares of Class A common stock, unless the effect is antidilutive. Conditionally issuable shares relating to the 2018 OPP award (see Note 12 — Equity-Based Compensation for additional information) would be included in the computation of fully diluted EPS on a weighted-average basis for the three months ended March 31, 2020 and 2019 based on shares that would be issued if the balance sheet date were the end of the measurement period, unless the effect is antidilutive. There was no impact from any of the Company’s potentially dilutive securities during the three months ended March 31, 2020 or 2019 due to net losses in both periods. The Company had the following restricted shares, Class A Units, and LTIP Units on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented: Three Months Ended March 31, 2020 2019 Unvested restricted shares (1) 111,172 135,990 Class A Units (2) 172,921 172,921 LTIP Units (3) 4,496,796 4,496,796 Total 4,780,889 4,805,707 _______ (1) Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 100,925 and 135,735 unvested restricted shares outstanding as of March 31, 2020 and 2019, respectively. (2) Weighted-average number of OP Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of March 31, 2020 and 2019. (3) Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of March 31, 2020 and 2019. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have not been any material events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except for the following disclosures: Acquisitions Subsequent to March 31, 2020 , the Company acquired one property with a contract purchase price of $6.9 million , excluding acquisition related costs. Dispositions Subsequent to March 31, 2020 , the Company sold two properties with an aggregate contract sale price of approximately $5.6 million . Common Stock Dividend Change and Declaration In March, 2020 the Company’s board of directors approved a reduction in the Company’s annualized dividend to $0.85 per share, or $0.0708333 per share on a monthly basis, due to the uncertain and rapidly changing environment caused by the COVID-19 pandemic. On April 1, 2020, the Company declared a monthly dividend of $0.0708333 (based on the annualized rate of $0.85 per share) for the month of April, May, and June, respectively, on each share of Class A common stock payable on April 15, 2020, May 15, 2020 and June 15, 2020, respectively, to holders of record of shares of Class A common stock at the close of business on April 13, 2020, May 8, 2020 and June 8, 2020, respectively. Stockholder Rights Plan In April 2020 the Company announced that its board of directors approved a short-term stockholder rights plan (the “Plan”) to protect the long-term interests of the Company. The Company has adopted the Plan at this time due to the substantial volatility in the trading of the Company’s Class A common stock that has resulted from the ongoing COVID-19 pandemic. The adoption of the Plan is intended to allow the Company to realize the long-term value of the Company’s assets by protecting the Company from the actions of third parties that the Company’s board of directors determines are not in the best interest of the Company. By adopting the Plan, the Company believes that it has best positioned itself to navigate through this period of volatility brought on by COVID-19. Similar to plans adopted recently by other publicly held companies, the Company’s Plan is designed to reduce the likelihood that any person or group (including a group of persons that are acting in concert with each other) would gain control of the Company through open market accumulation of stock by imposing significant penalties upon any person or group that acquires 4.9% or more of the outstanding shares of Class A common stock without the approval of the Company’s board of directors. In connection with the adoption of the Plan, the Company’s board of directors authorized a dividend of one preferred share purchase right for each outstanding share of Class A common stock to stockholders of record on April 23, 2020 to purchase from the Company one one-thousandth of a share of Series B Preferred Stock, par value $0.01 per share, of the Company for an exercise price of $35.00 per one-thousandth of a share, once the rights become exercisable, subject to adjustment as provided in the related rights agreement. By the terms of the Plan, the rights will initially trade with Class A common stock and will generally only become exercisable on the 10th business day after the Company’s board of directors become aware that a person or entity has become the owner of 4.9% or more of the shares of Class A common stock or the commencement of a tender or exchange offer which would result in the offeror becoming an owner of 4.9% or more of the Class A common stock. The Plan expires on April 12, 2021 unless the Plan is amended or the Rights are earlier exercised, exchanged or redeemed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting The accompanying unaudited consolidated financial statements of the Company included herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair statement of results for the interim periods. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results for the entire year or any subsequent interim periods. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2019 , which are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2020 . Except for those required by new accounting pronouncements discussed below, there have been no significant changes to the Company’s significant accounting policies during the three months ended March 31, 2020 . |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity (“VIE”) for which the Company is the primary beneficiary. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company’s assets and liabilities are held by the OP. The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Except for the OP, as of March 31, 2020 and December 31, 2019 , the Company had no interests in entities that were not wholly owned. |
Revenue Recognition | Revenue Recognition The Company’s revenues, which are derived primarily from lease contracts, include rents that each tenant pays in accordance with the terms of each lease reported on a straight-line basis over the initial term of the lease. As of March 31, 2020 , these leases had an average remaining lease term of 8.9 years . Because many of the Company’s leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable for, and include in revenue from tenants, unbilled rents receivable that the Company will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. When the Company acquires a property, acquisition date is considered to be the commencement date for purposes of this calculation. For new leases after acquisition, the commencement date is considered to be the date the tenant takes control of the space. For lease modifications, the commencement date is considered to be the date the lease modification is executed. The Company defers the revenue related to lease payments received from tenants in advance of their due dates. Pursuant to certain of the Company’s lease agreements, tenants are required to reimburse the Company for certain property operating expenses, in addition to paying base rent, whereas under certain other lease agreements, the tenants are directly responsible for all operating costs of the respective properties. Upon adoption of the new lease accounting standard effective January 1, 2019, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, the Company has reflected them on a net basis. The following table presents future base rent payments on a cash basis due to the Company for the remainder of 2020 and each of the subsequent five years thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. As of March 31, 2020 : (In thousands) Future Base Rent Payments 2020 (remainder) $ 194,429 2021 252,022 2022 241,267 2023 228,847 2024 210,238 2025 192,550 Thereafter 1,174,917 $ 2,494,270 The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company defers the recognition of contingent rental income, until the specified target that triggered the contingent rental income is achieved, or until such sales upon which percentage rent is based are known. For the three months ended March 31, 2020 and 2019 , approximately $0.2 million and $0.2 million , respectively, in contingent rental income is included in revenue from tenants in the accompanying consolidated statements of operations and comprehensive loss. The Company continually reviews receivables related to rent and unbilled rents receivable and determines collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Under the new leasing standard (see the “Recently Issued Accounting Pronouncements” section below), the Company is required to assess, based on credit risk only, if it is probable that the Company will collect virtually all of the lease payments at lease commencement date and it must continue to reassess collectability periodically thereafter based on new facts and circumstances affecting the credit risk of the tenant. Partial reserves, or the ability to assume partial recovery are no longer permitted. If the Company determines that it’s probable it will collect virtually all of the lease payments (rent and common area maintenance), the lease will continue to be accounted for on an accrual basis (i.e. straight-line). However, if the Company determines it’s not probable that it will collect virtually all of the lease payments, the lease will be accounted for on a cash basis and a full reserve would be recorded on previously accrued amounts in cases where it was subsequently concluded that collection was not probable. Cost recoveries from tenants are included in operating revenue from tenants in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive loss in the period the related costs are incurred, as applicable. In fiscal 2020, this would include consideration of the impacts of the COVID-19 pandemic on the ability of the Company’s tenants to pay rents in accordance with their contracts. |
Investments in Real Estate | Investments in Real Estate Investments in real estate are recorded at cost. Improvements and replacements are capitalized when they extend the useful life of the asset. Costs of repairs and maintenance are expensed as incurred. At the time an asset is acquired, the Company evaluates the inputs, processes and outputs of each asset acquired to determine if the transaction is a business combination or an asset acquisition. If an acquisition qualifies as a business combination, the related transaction costs are recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualifies as an asset acquisition, the related transaction costs are generally capitalized and subsequently amortized over the useful life of the acquired assets. See the Purchase Price Allocation section in this Note for a discussion of the initial accounting for investments in real estate. Disposal of real estate investments that represent a strategic shift in operations that will have a major effect on the Company's operations and financial results are required to be presented as discontinued operations in the consolidated statements of operations. No properties were presented as discontinued operations during the three months ended March 31, 2020 and 2019 . Properties that are intended to be sold are to be designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they meet specific criteria to be presented as held for sale, most significantly that the sale is probable within one year. The Company evaluates probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of March 31, 2020 and December 31, 2019 , the Company had four and one properties classified as held for sale, respectively, (see Note 3 — Real Estate Investments, Net for additional information). In accordance with the lease accounting standard, all of the Company’s leases as lessor prior to adoption of ASC 842 were accounted for as operating leases and will continue to be accounted for as operating leases under the transition guidance, unless the lease is modified. The Company evaluates new and modified leases (by the Company or by a predecessor lessor/owner) pursuant to ASC 842 where a lease for some or all of a building is classified by a lessor as a sales-type lease if the significant risks and rewards of ownership reside with the tenant. This situation is met if, among other things, there is an automatic transfer of title during the lease, a bargain purchase option, the non-cancelable lease term is for more than major part of remaining economic useful life of the asset (e.g., equal to or greater than 75% ), if the present value of the minimum lease payments represents substantially all (e.g., equal to or greater than 90% ) of the leased property’s fair value at lease inception, or if the asset so specialized in nature that it provides no alternative use to the lessor (and therefore would not provide any future value to the lessor) after the lease term. Further, such new leases would be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. For the three months ended March 31, 2020 or 2019, the Company has no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. The Company is also a lessee under certain land leases which are classified as operating leases and will be re-evaluated again upon any subsequent modification. These leases are reflected on the balance sheet and the rent expense is reflected on a straight line basis over the lease term. |
Purchase Price Allocation | Purchase Price Allocation In both a business combination and an asset acquisition, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities based on their respective fair values. Tangible assets may include land, land improvements, buildings, fixtures and tenant improvements on an as if vacant basis. Intangible assets may include the value of in-place leases, above- and below-market leases and other identifiable assets or liabilities based on lease or property specific characteristics. In addition, any assumed mortgages receivable or payable and any assumed or issued non-controlling interests (in a business combination) are recorded at their estimated fair values. In allocating the fair value to assumed mortgages, amounts are recorded to debt premiums or discounts based on the present value of the estimated cash flows, which is calculated to account for either above- or below-market interest rates. In a business combination, the difference between the purchase price and the fair value of identifiable net assets acquired is either recorded as goodwill or as a bargain purchase gain. In an asset acquisition, the difference between the acquisition price (including capitalized transaction costs) and the fair value of identifiable net assets acquired is allocated to the non-current assets. All acquisitions during the three month periods ended March 31, 2020 and 2019 were asset acquisitions. For acquired properties with leases classified as operating leases, the Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property and other market data. The Company also considers information obtained about each property as a result of the Company’s pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analysis and other methods. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and land values per square foot. Identifiable intangible assets include amounts allocated to acquire leases for above- and below-market lease rates and the value of in-place leases, as applicable. Factors considered in the analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at contract rates during the expected lease-up period, which typically ranges from six to 24 months. The Company also estimates costs to execute similar leases including leasing commissions, legal and other related expenses. Above-market and below-market lease values for acquired properties are initially recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining initial term of the lease for above-market leases and the remaining initial term plus the term of any below-market fixed rate renewal options for below-market leases. |
Gain on Dispositions of Real Estate Investments | Gain on Dispositions of Real Estate Investments Gains on sales of rental real estate will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances indicate the carrying value of a property may not be recoverable, the Company reviews the property for impairment. This review is based on an estimate of the future undiscounted cash flows expected to result from the property’s use and eventual disposition. These estimates consider factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If an impairment exists, due to the inability to recover the carrying value of a property, the Company would recognize an impairment loss in the consolidated statement of operations and comprehensive loss to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used. For properties held for sale, the impairment loss recorded would equal the adjustment to fair value less estimated cost to dispose of the asset. These assessments have a direct impact on net income because recording an impairment loss results in an immediate negative adjustment to net earnings. |
Depreciation and Amortization | Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, 5 years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to expense over the remaining periods of the respective leases. |
Equity-Based Compensation | Equity-Based Compensation The Company has a stock-based award plan for its directors, which is accounted for under the guidance for employee share based payments. The cost of services received in exchange for these stock awards is measured at the grant date fair value of the award and the expense for such an award is included in equity-based compensation and is recognized in accordance with the service period (i.e., vesting) required or when the requirements for exercise of the award have been met. Effective at the listing of the Company’s Class A common stock on Nasdaq (the “Listing”) on July 19, 2018 (the “Listing Date”), the Company entered into a multi-year outperformance agreement with the Advisor (the “2018 OPP”) under which a new class of units of the limited partnership designated as “LTIP Units” (“LTIP Units”) were issued to the Advisor. These awards are market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their measurement date and that value is reflected as a charge to earnings evenly over the service period. Further, in the event of a modification, any incremental increase in the value of the instrument measured on the date of the modification both before and after the modification, will result in an incremental amount to be reflected prospectively as a charge to earnings over the remaining service period. The expense for these non-employee awards is included in the equity-based compensation line item of the consolidated statements of operations. |
Lessor Accounting | Lessor Accounting As a lessor of real estate, the Company has elected, by class of underlying assets, to account for lease and non-lease components (such as tenant reimbursements of property operating expenses) as a single lease component as an operating lease because (a) the non-lease components have the same timing and pattern of transfer as the associated lease component; and (b) the lease component, if accounted for separately, would be classified as an operating lease. Additionally, only incremental direct leasing costs may be capitalized under the accounting guidance. Indirect leasing costs in connection with new or extended tenant leases, if any, are being expensed. |
Lessee Accounting | Lessee Accounting |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted as of January 1, 2020: In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement . The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amended guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities measure credit losses for financial assets carried at amortized cost. The update eliminates the requirement that a credit loss must be probable before it can be recognized and instead requires an entity to recognize the current estimate of all expected credit losses. Additionally, the amended standard requires credit losses on available-for-sale debt securities to be carried as an allowance rather than as a direct write-down of the asset. On July 25, 2018, the FASB proposed an amendment to ASU 2016-13 to clarify that operating lease receivables recorded by lessors (including unbilled straight-line rent) are explicitly excluded from the scope of ASU 2016-13. The new guidance is effective for the Company beginning on January 1, 2020. The Company adopted the new guidance on January 1, 2020 and determined it did not have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Lessor, Operating Lease, Payments to be Received, Maturity | The following table presents future base rent payments on a cash basis due to the Company for the remainder of 2020 and each of the subsequent five years thereafter. These amounts exclude tenant reimbursements and contingent rent payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items. As of March 31, 2020 : (In thousands) Future Base Rent Payments 2020 (remainder) $ 194,429 2021 252,022 2022 241,267 2023 228,847 2024 210,238 2025 192,550 Thereafter 1,174,917 $ 2,494,270 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Real Estate [Abstract] | |
Purchase Price of Acquired Properties | The following table presents the allocation of real estate assets acquired and liabilities assumed during the periods presented. All acquisitions in both periods were considered asset acquisitions for accounting purposes. Three Months Ended March 31, (Dollar amounts in thousands) 2020 2019 Real estate investments, at cost: Land $ 22,272 $ 21,257 Buildings, fixtures and improvements 59,124 74,788 Total tangible assets 81,396 96,045 Acquired intangible assets and liabilities: (1) In-place leases 8,950 18,182 Above-market lease assets — 374 Below-market lease liabilities (400 ) (289 ) Total intangible assets, net 8,550 18,267 Consideration paid for acquired real estate investments, net of liabilities assumed (2) $ 89,946 $ 114,312 Number of properties purchased 31 64 ________ (1) Weighted-average remaining amortization periods for in-place leases, above-market lease assets and below-market lease liabilities acquired during the three months ended March 31, 2020 were 17.4 years and 11.3 years , respectively, as of each property’s respective acquisition date. (2) For the three months ended March 31, 2020 , consideration for acquisition of certain properties that closed on March 31, 2020 in the amount of $26.5 million was paid on April 1, 2020. The acquisition and the related payable are included on the consolidated balance sheets as of March 31, 2020 . |
Finite-lived Intangible Assets Amortization Expense | The following table presents amortization expense and adjustments to revenue from tenants and property operating expense for intangible assets and liabilities during the periods presented: Three Months Ended March 31, (In thousands) 2020 2019 In-place leases, included in depreciation and amortization $ 12,996 $ 12,600 Above-market lease intangibles $ (764 ) $ (868 ) Below-market lease liabilities 1,768 2,729 Total included in revenue from tenants $ 1,004 $ 1,861 Below-market ground lease asset (1) $ 8 $ 18 Above-market ground lease liability (1) (1 ) (1 ) Total included in property operating expenses $ 7 $ 17 ______ (1) In accordance with lease accounting rules effective January 1, 2019, intangible balances related to ground leases are included as part of the operating lease right-of-use assets presented on the consolidated balance sheet and the amortization expense of such balances is included in property operating expenses on the consolidated statement of operations and comprehensive loss. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenue from tenants and property operating expense for intangible assets and liabilities for the next five years: (In thousands) 2020 (remainder) 2021 2022 2023 2024 In-place leases, to be included in depreciation and amortization $ 28,945 $ 35,147 $ 31,200 $ 28,811 $ 26,193 Above-market lease intangibles $ 1,893 $ 2,283 $ 1,914 $ 1,666 $ 1,529 Below-market lease liabilities (5,105 ) (6,319 ) (5,958 ) (5,796 ) (5,582 ) Total to be included in revenue from tenants $ (3,212 ) $ (4,036 ) $ (4,044 ) $ (4,130 ) $ (4,053 ) |
Summary of Assets Held-for-sale | The following table details the major classes of assets associated with the properties that have been reclassified as held for sale as of the dates indicated: (In thousands) March 31, 2020 December 31, 2019 Real estate investments held for sale, at cost: Land $ 1,995 $ 563 Buildings, fixtures and improvements 4,817 750 Acquired lease intangible assets — — Total real estate assets held for sale, at cost 6,812 1,313 Less accumulated depreciation and amortization (875 ) (137 ) Total real estate investments held for sale, net 5,937 1,176 Impairment charges related to properties reclassified as held for sale (1) — — Assets held for sale $ 5,937 $ 1,176 Number of properties 4 1 _____ (1) Impairment charges are recorded in the period in which an asset is reclassified to held for sale. |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s mortgage notes payable, net as of March 31, 2020 and December 31, 2019 consisted of the following: Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties March 31, December 31, March 31, Interest Rate Maturity Anticipated Repayment (In thousands) (In thousands) Class A-1 Net Lease Mortgage Notes 95 $ 119,992 $ 120,294 3.83 % Fixed May 2049 May 2026 Class A-2 Net Lease Mortgage Notes 106 121,000 121,000 4.52 % Fixed May 2049 May 2029 Total Net Lease Mortgage Notes 201 240,992 241,294 SAAB Sensis I 1 6,550 6,660 5.93 % Fixed Apr. 2025 Apr. 2025 Truist Bank II 17 10,860 10,860 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank III 76 60,952 62,228 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank IV 12 6,626 6,626 5.50 % Fixed Jul. 2031 Jul. 2021 Sanofi US I 1 125,000 125,000 5.16 % Fixed Jul. 2026 Jan. 2021 Stop & Shop 4 45,000 45,000 3.49 % Fixed Jan. 2030 Jan. 2030 Mortgage Loan I (1) 244 497,150 497,150 4.36 % Fixed Sep. 2020 Sep. 2020 Shops at Shelby Crossing 1 22,024 22,139 4.97 % Fixed Mar. 2024 Mar. 2024 Patton Creek (1) 1 38,918 39,147 5.76 % Fixed Dec. 2020 Dec. 2020 Bob Evans I 23 23,950 23,950 4.71 % Fixed Sep. 2037 Sep. 2027 Mortgage Loan II 12 210,000 210,000 4.25 % Fixed Jan. 2028 Jan. 2028 Mortgage Loan III 22 33,400 33,400 4.12 % Fixed Jan. 2028 Jan. 2028 Gross mortgage notes payable 615 1,321,422 1,323,454 4.55 % (2) Deferred financing costs, net of accumulated amortization (3) (14,401 ) (15,564 ) Mortgage premiums and discounts, net (4) 2,492 3,053 Mortgage notes payable, net $ 1,309,513 $ 1,310,943 __________ (1) During the current quarter ended March 31, 2020 , the Company had entered into a non-binding term sheet with certain potential lenders contemplating a potential refinancing of these loans with a new $700 million securitized loan with a term of 10 years that would be secured by 373 single-tenant net leased properties that are currently unencumbered, currently serving as collateral under these loans or are part of the borrowing base under our Credit Facility. (2) Calculated on a weighted-average basis for all mortgages outstanding as of March 31, 2020 . (3) Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs are generally expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that it is probable the financing will not close. (4) Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. |
Schedule of Maturities of Long-term Debt | The following table summarizes the scheduled aggregate principal payments on mortgage notes payable based on anticipated maturity dates for the five years subsequent to March 31, 2020 and thereafter: (In thousands) Future Principal Payments 2020 (remainder) $ 537,656 2021 205,605 2022 2,311 2023 2,643 2024 22,287 2025 5,770 Thereafter 545,150 $ 1,321,422 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2020 and 2019 : Three Months Ended March 31, (In thousands) 2020 2019 Amount of loss recognized in AOCI on interest rate derivatives $ — $ (493 ) Amount of loss reclassified from AOCI into income as interest expense $ — $ (20 ) Total amount of interest expense presented in the consolidated income statements $ 19,106 $ 18,440 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Master Leases | The following table reflects the base cash rental payments due from the Company as of March 31, 2020 : (In thousands) Future Base Rent Payments 2020 (remainder) $ 1,146 2021 1,536 2022 1,553 2023 1,554 2024 1,565 Thereafter 46,007 Total lease payments 53,361 Less: Effects of discounting (34,056 ) Total present value of lease payments $ 19,305 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Amount Contractually Due and Forgiven in Connection With Operation Related Services | The following table details amounts incurred and payable to related parties in connection with the operations-related services described above as of and for the periods presented. Amounts below are inclusive of fees and other expense reimbursements incurred from and due to the Advisor that are passed through and ultimately paid to Lincoln as a result of the Advisor’s arrangements with Lincoln: Three Months Ended March 31, Payable (Receivable) as of (In thousands) 2020 2019 March 31, December 31, Non-recurring fees and reimbursements: Acquisition cost reimbursements (1) $ 64 $ 91 $ 64 $ 53 Ongoing fees: Asset management fees to related party 6,905 6,038 20 9 Property management and leasing fees (2) 1,470 2,690 389 1,153 Professional fees and other reimbursements (3) 2,704 2,870 (659 ) (4) (565 ) (4) Total related party operating fees and reimbursements $ 11,143 $ 11,689 $ (186 ) $ 650 ______ (1) Amounts for the three months ended March 31, 2020 and 2019 included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss. (2) Amounts for the three months ended March 31, 2020 and 2019 are included in property operating expenses in the consolidated statements of operations and comprehensive loss. (3) Amounts for the three months ended March 31, 2020 and 2019 are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. Includes amounts for directors and officers insurance. (4) Balance as of December 31, 2019 includes a receivable of $0.7 million |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Share Award Activity | The following table reflects the activity of restricted shares for the three months ended March 31, 2020 : Number of Shares of Common Stock Weighted-Average Issue Price Unvested, December 31, 2019 111,421 $ 14.52 Granted — — Vested (496 ) 24.17 Forfeited — — Unvested, March 31, 2020 110,925 $ 14.48 |
Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Units | Half of the LTIP Units (the “Absolute TSR LTIPs Units”) are eligible to be earned as of the last day of the Performance Period (the “Valuation Date”) if the Company achieves an absolute total stockholder return (“TSR”) for the Performance Period as follows: Performance Level Absolute TSR Percentage of Award LTIPs Earned Below Threshold Less than 24 % — % Threshold 24 % 25 % Target 30 % 50 % Maximum 36 % or higher 100 % Half of the LTIP Units (the “Relative TSR LTIP Units”) are eligible to be earned as of the Valuation Date if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR for the Performance Period exceeds the average TSR of a peer group for the Performance Period consisting of Colony Capital, Inc., Lexington Realty Trust, RPT Realty (formerly known as Ramco-Gershenson Properties Trust), Spirit Realty Capital, Inc. and Office Properties Income Trust as follows: Performance Level Relative TSR Excess Percentage of Relative TSR Award LTIPs Earned Below Threshold Less than -600 basis points — % Threshold -600 basis points 25 % Target — basis points 50 % Maximum +600 basis points 100 % |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the basic and diluted net loss per share computations: Three Months Ended March 31, (In thousands, except share and per share amounts) 2020 2019 Net loss attributable to common stockholders - Basic and Diluted $ (9,153 ) $ (3,227 ) Weighted-average shares outstanding — Basic and Diluted 108,364,082 106,076,588 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.08 ) $ (0.03 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following restricted shares, Class A Units, and LTIP Units on a weighted-average basis that were excluded from the calculation of diluted net loss per share as their effect would have been antidilutive for the periods presented: Three Months Ended March 31, 2020 2019 Unvested restricted shares (1) 111,172 135,990 Class A Units (2) 172,921 172,921 LTIP Units (3) 4,496,796 4,496,796 Total 4,780,889 4,805,707 _______ (1) Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 100,925 and 135,735 unvested restricted shares outstanding as of March 31, 2020 and 2019, respectively. (2) Weighted-average number of OP Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of March 31, 2020 and 2019. (3) Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of March 31, 2020 and 2019. |
Organization - (Details)
Organization - (Details) ft² in Millions | 3 Months Ended | |
Mar. 31, 2020ft²property$ / shares | Dec. 31, 2019$ / shares | |
Operations [Line Items] | ||
Preferred stock dividend rate | 7.50% | |
Number of real estate properties | 848 | |
Area of real estate property (sqft) | ft² | 18.9 | |
Percentage of property leased | 94.70% | |
Net Leased Commercial Properties | ||
Operations [Line Items] | ||
Number of real estate properties | 815 | |
Net Leased Retail Properties | ||
Operations [Line Items] | ||
Number of real estate properties | 777 | |
Stabilized Core Retail Properties | ||
Operations [Line Items] | ||
Number of real estate properties | 33 | |
Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Operations [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock dividend rate | 7.50% | |
Common Stock | Class A | ||
Operations [Line Items] | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - (Details) $ in Thousands | Jan. 01, 2019USD ($) | Mar. 31, 2020USD ($)property | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Proceeds from credit facility | $ 170,000 | $ 108,000 | ||
Dividends, increase (decrease) in required cash for funding | $ (27,200) | |||
Weighted average remaining lease term | 8 years 10 months 24 days | 8 years 10 months 24 days | ||
Contingent rental income | $ 200 | 200 | ||
Bad debt expense | $ 1,200 | 900 | ||
Number of real estate properties | property | 848 | 848 | ||
Minimum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Expected lease up period | 6 months | |||
Maximum | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Expected lease up period | 24 months | |||
Revision of Prior Period, Accounting Standards Update, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Prior period reclassification adjustment | $ 900 | |||
Buildings | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 40 years | |||
Land Improvements | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 15 years | |||
Fixtures and Improvements | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Finite-lived intangible asset, useful life | 5 years | |||
Revolving credit facility | Credit Facility | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Proceeds from credit facility | $ 150,000 | |||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Accounts receivable write-offs | $ 100 | |||
Straight-line rent receivable write-offs | $ 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - (Schedule of Future Minimum Rental Payments) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Future Minimum Payments Receivable under Topic 842 | |
2020 (remainder) | $ 194,429 |
2021 | 252,022 |
2022 | 241,267 |
2023 | 228,847 |
2024 | 210,238 |
2025 | 192,550 |
Thereafter | 1,174,917 |
Total | $ 2,494,270 |
Real Estate Investments - (Asse
Real Estate Investments - (Assets Acquired and Liabilities Assumed) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | |
Real estate investments, at cost: | ||
Land | $ 22,272 | $ 21,257 |
Buildings, fixtures and improvements | 59,124 | 74,788 |
Total tangible assets | 81,396 | 96,045 |
Below-market lease liabilities | (400) | (289) |
Total intangible assets, net | 8,550 | 18,267 |
Consideration paid for acquired real estate investments, net of liabilities assumed (2) | $ 89,946 | $ 114,312 |
Number of properties purchased | property | 31 | 64 |
Cash paid to acquire certain properties | $ 63,429 | $ 114,312 |
Real Estate | ||
Real estate investments, at cost: | ||
Cash paid to acquire certain properties | 26,500 | |
In-place leases, included in depreciation and amortization | ||
Real estate investments, at cost: | ||
Acquired intangible assets | $ 8,950 | 18,182 |
Weighted-average amortization period | 17 years 4 months 24 days | |
Above-market lease assets | ||
Real estate investments, at cost: | ||
Acquired intangible assets | $ 0 | $ 374 |
Below market leases | ||
Real estate investments, at cost: | ||
Weighted-average amortization period | 11 years 3 months 18 days |
Real Estate Investments - (Summ
Real Estate Investments - (Summary of Amortization Expense and Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of leases | $ 12,996 | $ 12,600 |
Depreciation and Amortization | In-place leases, included in depreciation and amortization | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of leases | 12,996 | 12,600 |
Rental Income | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total included in revenue from tenants | 1,004 | 1,861 |
Rental Income | Above-market lease intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of leases | 764 | 868 |
Rental Income | Below-market lease liabilities | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accretion of leases | 1,768 | 2,729 |
Property Operating Expenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accretion of leases | 7 | 17 |
Property Operating Expenses | Below-market ground lease asset | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accretion of leases | 8 | 18 |
Property Operating Expenses | Above-market ground lease liability | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of leases | $ 1 | $ 1 |
Real Estate Investments - (Leas
Real Estate Investments - (Lease Amortization) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Depreciation and Amortization | In-place leases | |
Finite-Lived Intangible Assets [Line Items] | |
2020 (remainder) | $ 28,945 |
2020 | 35,147 |
2021 | 31,200 |
2022 | 28,811 |
2023 | 26,193 |
Rental Income | |
Intangible assets: | |
2020 (remainder) | (3,212) |
2020 | (4,036) |
2021 | (4,044) |
2022 | (4,130) |
2023 | (4,053) |
Rental Income | Above-market leases | |
Finite-Lived Intangible Assets [Line Items] | |
2020 (remainder) | 1,893 |
2020 | 2,283 |
2021 | 1,914 |
2022 | 1,666 |
2023 | 1,529 |
Rental Income | Below-market lease liabilities | |
Below Market Lease [Abstract] | |
2020 (remainder) | (5,105) |
2020 | (6,319) |
2021 | (5,958) |
2022 | (5,796) |
2023 | $ (5,582) |
Real Estate Investments - (Narr
Real Estate Investments - (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($)property | Dec. 31, 2019USD ($)property | |
Business Acquisition [Line Items] | |||
Number of real estate properties | property | 848 | ||
Gain on sale of real estate investments | $ | $ 1,440,000 | $ 2,873,000 | |
Impairment of real estate investments | $ | 0 | 823,000 | |
Impairment of real estate investments | $ | $ 0 | $ 823,000 | |
SunTrust Bank | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | property | 1 | 1 | |
Number of real estate properties impaired | property | 1 | ||
Impaired real estate investments held for sale | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | property | 4 | 1 | |
Number of additional real estate properties | property | 4 | ||
Impairment of real estate investments | $ | $ 0 | $ 0 | |
Impairment of real estate investments | $ | $ 100,000 | ||
Impaired real estate investments held for sale | SunTrust Bank | |||
Business Acquisition [Line Items] | |||
Impairment of real estate investments | $ | $ 700,000 | ||
Assets Sold | |||
Business Acquisition [Line Items] | |||
Number of real estate properties | property | 1 | ||
Number of properties sold | property | 2 | 8 | |
Aggregate contract sale price | $ | $ 3,800,000 | $ 15,100,000 | |
Gain on sale of real estate investments | $ | $ 2,900,000 | ||
Assets Sold | SunTrust Bank | |||
Business Acquisition [Line Items] | |||
Number of properties sold | property | 7 |
Real Estate Investments - (Su_2
Real Estate Investments - (Summary of Assets Held-for-Sale) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)property | |
Real estate investments held for sale, at cost: | |||
Impairment charges related to properties reclassified as held for sale | $ 0 | $ (823,000) | |
Assets held for sale | $ 5,937,000 | $ 1,176,000 | |
Number of real estate properties | property | 848 | ||
Impaired real estate investments held for sale | |||
Real estate investments held for sale, at cost: | |||
Land | $ 1,995,000 | 563,000 | |
Buildings, fixtures and improvements | 4,817,000 | 750,000 | |
Acquired lease intangible assets | 0 | 0 | |
Total real estate assets held for sale, at cost | 6,812,000 | 1,313,000 | |
Less accumulated depreciation and amortization | (875,000) | (137,000) | |
Total real estate investments held for sale, net | 5,937,000 | 1,176,000 | |
Impairment charges related to properties reclassified as held for sale | 0 | 0 | |
Assets held for sale | $ 5,937,000 | $ 1,176,000 | |
Number of real estate properties | property | 4 | 1 |
Mortgage Notes Payable, Net - (
Mortgage Notes Payable, Net - (Summary of Mortgage Notes Payable) (Details) - Mortgage notes payable and premiums, net | 3 Months Ended | ||
Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($) | May 30, 2019USD ($) | |
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 615 | ||
Outstanding Loan Amount | $ 1,321,422,000 | $ 1,323,454,000 | |
Effective Interest Rate | 4.55% | ||
Deferred financing costs, net of accumulated amortization | $ (14,401,000) | (15,564,000) | |
Mortgage premiums, net | 2,492,000 | 3,053,000 | |
Mortgage notes payable, net | $ 1,309,513,000 | 1,310,943,000 | |
Net Lease Mortgage Note | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 201 | ||
Outstanding Loan Amount | $ 240,992,000 | 241,294,000 | |
Debt instrument, face amount | $ 242,000,000 | ||
Class A-1 Net Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 95 | ||
Outstanding Loan Amount | $ 119,992,000 | 120,294,000 | |
Effective Interest Rate | 3.83% | ||
Debt instrument, face amount | 121,000,000 | ||
Class A-2 Net Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 106 | ||
Outstanding Loan Amount | $ 121,000,000 | 121,000,000 | |
Effective Interest Rate | 4.52% | ||
Debt instrument, face amount | $ 121,000,000 | ||
Mortgage Loan I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 244 | ||
Outstanding Loan Amount | $ 497,150,000 | 497,150,000 | |
Effective Interest Rate | 4.36% | ||
Debt instrument, face amount | $ 700,000,000 | ||
Term of loan | 10 years | ||
Number of properties securing mortgage loan | property | 373 | ||
Mortgage Loan II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 12 | ||
Outstanding Loan Amount | $ 210,000,000 | 210,000,000 | |
Effective Interest Rate | 4.25% | ||
Mortgage Loan III | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 22 | ||
Outstanding Loan Amount | $ 33,400,000 | 33,400,000 | |
Effective Interest Rate | 4.12% | ||
SAAB Sensis I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount | $ 6,550,000 | 6,660,000 | |
Effective Interest Rate | 5.93% | ||
Truist Bank II | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 17 | ||
Outstanding Loan Amount | $ 10,860,000 | 10,860,000 | |
Effective Interest Rate | 5.50% | ||
Truist Bank III | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 76 | ||
Outstanding Loan Amount | $ 60,952,000 | 62,228,000 | |
Effective Interest Rate | 5.50% | ||
Truist Bank IV | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 12 | ||
Outstanding Loan Amount | $ 6,626,000 | 6,626,000 | |
Effective Interest Rate | 5.50% | ||
Sanofi US I | Sanofi US I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount | $ 125,000,000 | 125,000,000 | |
Effective Interest Rate | 5.16% | ||
Stop & Shop | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 4 | ||
Outstanding Loan Amount | $ 45,000,000 | 45,000,000 | |
Effective Interest Rate | 3.49% | ||
Shops at Shelby Crossing | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount | $ 22,024,000 | 22,139,000 | |
Effective Interest Rate | 4.97% | ||
Patton Creek (1) | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 1 | ||
Outstanding Loan Amount | $ 38,918,000 | 39,147,000 | |
Effective Interest Rate | 5.76% | ||
Bob Evans I | |||
Debt Instrument [Line Items] | |||
Encumbered Properties | property | 23 | ||
Outstanding Loan Amount | $ 23,950,000 | $ 23,950,000 | |
Effective Interest Rate | 4.71% |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - (Narrative) (Details) | May 30, 2019USD ($)propertytest | Mar. 31, 2020USD ($)property | Dec. 31, 2019USD ($)property |
Amended Credit Facility | |||
Debt Instrument [Line Items] | |||
Collateral amount | $ 1,300,000,000 | $ 1,200,000,000 | |
Maximum borrowing capacity | 122,300,000 | 78,500,000 | |
Repayments of debt | $ 175,000,000 | ||
Mortgage Notes Payable and Premiums, Net | |||
Debt Instrument [Line Items] | |||
Collateral amount | $ 2,500,000,000 | $ 2,500,000,000 | |
Encumbered properties | property | 615 | ||
Mortgage Notes Payable and Premiums, Net | Net Lease Mortgage Note | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 242,000,000 | ||
Encumbered properties | property | 201 | ||
Amortization rate | 0.50% | ||
Proceeds from issuance of debt | $ 37,100,000 | ||
Number of additional real estate properties | property | 10 | ||
Maximum value of properties released or exchanged from collateral pool | 35.00% | ||
Maximum prepayment of initial principal balance | 35.00% | ||
Minimum net proceeds from public equity offering | $ 75,000,000 | ||
Number of debt service coverage ratio tests | test | 2 | ||
Mortgage Notes Payable and Premiums, Net | Class A-1 Net Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 121,000,000 | ||
Stated interest rate | 3.78% | ||
Encumbered properties | property | 95 | ||
Mortgage Notes Payable and Premiums, Net | Class A-2 Net Lease Mortgage Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 121,000,000 | ||
Stated interest rate | 4.46% | ||
Encumbered properties | property | 106 | ||
192 Properties | |||
Debt Instrument [Line Items] | |||
Encumbered properties | property | 192 | ||
Repayments of debt | $ 204,900,000 | ||
39 Properties | |||
Debt Instrument [Line Items] | |||
Encumbered properties | property | 39 | ||
39 Properties | Mortgage Notes Payable and Premiums, Net | |||
Debt Instrument [Line Items] | |||
Repayments of debt | $ 29,900,000 | ||
153 Properties | Mortgage Notes Payable and Premiums, Net | Net Lease Mortgage Note | |||
Debt Instrument [Line Items] | |||
Encumbered properties | property | 153 | ||
Debt Covenant Test One | |||
Debt Instrument [Line Items] | |||
Debt service coverage ratio floor | 130.00% | ||
Debt Covenant Test Two | |||
Debt Instrument [Line Items] | |||
Debt service coverage ratio floor | 120.00% |
Mortgage Notes Payable, Net -_3
Mortgage Notes Payable, Net - (Future Minimum Payments) (Details) - Mortgage Notes Payable and Premiums, Net - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Future Principal Payments | ||
2020 (remainder) | $ 537,656 | |
2021 | 205,605 | |
2022 | 2,311 | |
2023 | 2,643 | |
2024 | 22,287 | |
2025 | 5,770 | |
Thereafter | 545,150 | |
Future Principal Payments | $ 1,321,422 | $ 1,323,454 |
Credit Facility - (Details)
Credit Facility - (Details) - USD ($) | Nov. 04, 2019 | Apr. 26, 2018 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | |||||
Credit facility | $ 483,147,000 | $ 333,147,000 | |||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Credit facility | 483,100,000 | ||||
Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Amount remaining available but undrawn | $ 215,000,000 | ||||
Weighted average interest rate | 3.41% | 3.80% | |||
Debt covenant cash and borrowing availability required | $ 40,000,000 | ||||
Revolving credit facility | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 415,000,000 | $ 540,000,000 | |||
Increased aggregate total commitments | 125,000,000 | $ 125,000,000 | |||
Additional borrowing capacity, accordion feature | $ 500,000,000 | 375,000,000 | |||
Total borrowing base | 522,400,000 | ||||
Amount remaining available but undrawn | 39,300,000 | ||||
Minimum cash balance | $ 40,000,000 | ||||
Additional term | 1 year | ||||
Debt covenant cash and borrowing availability required | $ 60,000,000 | ||||
Revolving credit facility | Credit Facility | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on interest rate | 0.60% | ||||
Revolving credit facility | Credit Facility | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on interest rate | 1.20% | ||||
Revolving credit facility | Credit Facility | LIBOR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on interest rate | 1.60% | ||||
Revolving credit facility | Credit Facility | LIBOR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on interest rate | 2.20% | ||||
Four Consecutive Fiscal Quarters | Revolving credit facility | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Dividends as percent of modified FFO maximum in rolling four quarter period | 95.00% | ||||
Two Consecutive Fiscal Quarters | Revolving credit facility | Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Dividends as percent fo modified FFO maximum in individual quarter over two consecutive quarters | 105.00% |
Fair Value Measurements - (Fair
Fair Value Measurements - (Fair Value of Financial Instruments) (Details) - Level 3 - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit facility, fair value disclosure | $ 478.7 | $ 333.1 |
Fair Value | Gross mortgage notes payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial instruments | 1,300 | 1,400 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit facility, fair value disclosure | 483.1 | |
Carrying Amount | Gross mortgage notes payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial instruments | $ 1,300 | $ 1,300 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gain (loss) on derivative | $ 0 | $ 0 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - (Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative [Line Items] | ||
Total amount of interest expense presented in the consolidated income statements | $ (19,106) | $ (18,440) |
Cash Flow Hedging | Interest rate swaps - assets | ||
Derivative [Line Items] | ||
Amount of gain recognized in accumulated other comprehensive loss on interest rate derivatives | 0 | (493) |
Cash Flow Hedging | Interest Expense | Interest rate swaps - assets | ||
Derivative [Line Items] | ||
Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense | $ 0 | $ (20) |
Stockholders' Equity - (Common
Stockholders' Equity - (Common Stock) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2020 | May 31, 2019 | Mar. 31, 2020 | Mar. 26, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||
Common stock, outstanding (in shares) | 108,475,266 | 108,475,266 | 108,475,266 | |||
Dividends declared (in dollars per share) | $ 0.85 | $ 0.28 | $ 1.10 | $ 0.28 | ||
Dividends declared monthly rate (in dollars per share) | $ 0.0708333 | $ 0.0916667 | ||||
Class A | ||||||
Class of Stock [Line Items] | ||||||
Authorized repurchase amount | $ 200,000,000 | $ 200,000,000 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Common stock, outstanding (in shares) | 108,500,000 | 108,500,000 | 108,500,000 | |||
Maximum | Class A Common Stock ATM Program | Class A | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, consideration received on transaction | $ 200,000,000 | |||||
Revolving credit facility | ||||||
Class of Stock [Line Items] | ||||||
Amount remaining available but undrawn | $ 215,000,000 | $ 215,000,000 | ||||
Debt covenant cash and borrowing availability required | $ 40,000,000 | $ 40,000,000 |
Stockholders' Equity - (Preferr
Stockholders' Equity - (Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 04, 2019 | Mar. 26, 2019 | May 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | |||
Preferred stock liquidation preference (in dollars per share) | $ 25 | ||||
Series A Cumulative Redeemable Perpetual Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock, authorized (in shares) | 8,796,000 | 8,796,000 | |||
Preferred stock, issued (in shares) | 7,719,689 | 6,917,230 | |||
Preferred stock, outstanding (in shares) | 7,719,689 | 6,917,230 | |||
Underwriting Offering, Series A Preferred Stock | Series A Cumulative Redeemable Perpetual Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 28.6 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 1,200,000 | ||||
Preferred stock liquidation preference (in dollars per share) | $ 25 | ||||
Gross consideration received | $ 30 | ||||
Series A preferred Stock ATM Program | Series A Cumulative Redeemable Perpetual Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 20 | ||||
Sale of stock, number of shares issued in transaction (in shares) | 802,459 | ||||
Gross consideration received | $ 20.3 | ||||
Commission cost | $ 0.3 | ||||
Maximum | Series A preferred Stock ATM Program | Series A Cumulative Redeemable Perpetual Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Sale of stock, consideration received on transaction | $ 100 | $ 50 |
Commitments and Contingencies -
Commitments and Contingencies - (Narrative) (Details) | Jan. 13, 2017plaintiff | Mar. 31, 2020USD ($)property | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | ||||
Operating lease right-of-use assets | $ 18,841,000 | $ 18,959,000 | ||
Operating lease liabilities | $ 19,305,000 | $ 19,318,000 | ||
Weighted average remaining lease term | 8 years 10 months 24 days | |||
Legal fees | $ 300,000 | $ 300,000 | ||
Insurance recoveries | 9,176 | 1,800,000 | ||
Revision of Prior Period, Accounting Standards Update, Adjustment | ||||
Loss Contingencies [Line Items] | ||||
Prior period reclassification adjustment | 900,000 | |||
Putative Class Action Lawsuit | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, number of plaintiffs | plaintiff | 4 | |||
Loss contingency accrual, provision | $ 0 | 0 | ||
Land | ||||
Loss Contingencies [Line Items] | ||||
Number of ground leases | property | 8 | |||
Weighted average remaining lease term | 28 years 8 months 12 days | |||
Weighted average discount rate | 7.50% | |||
Operating lease payments | $ 400,000 | 400,000 | ||
Operating lease cost | $ 500,000 | $ 1,300,000 | ||
Minimum | Land | ||||
Loss Contingencies [Line Items] | ||||
Term of contract | 17 years 9 months 18 days | |||
Maximum | Land | ||||
Loss Contingencies [Line Items] | ||||
Term of contract | 44 years 7 months 6 days |
Commitments and Contingencies_2
Commitments and Contingencies - (Future Minimum Ground Lease Payments) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Future Minimum Base Rent Payments, Topic 842 | ||
2020 (remainder) | $ 1,146 | |
2021 | 1,536 | |
2022 | 1,553 | |
2023 | 1,554 | |
2024 | 1,565 | |
Thereafter | 46,007 | |
Total lease payments | 53,361 | |
Less: Effects of discounting | (34,056) | |
Total present value of lease payments | $ 19,305 | $ 19,318 |
Related Party Transactions an_3
Related Party Transactions and Arrangements - (Fees and Participations Paid in Connection With the Operations of the Company) (Details) | Mar. 30, 2020$ / shares | May 30, 2019 | Mar. 19, 2019USD ($)quarter | Jul. 03, 2018$ / shares | Sep. 06, 2016USD ($)$ / shares | Apr. 29, 2015 | Dec. 31, 2019 | Mar. 31, 2020USD ($)agreement | Mar. 31, 2019USD ($) | Mar. 18, 2019 | Dec. 31, 2017USD ($)agreementproperty |
Related Party Transaction [Line Items] | |||||||||||
Total commissions and fees from the Dealer Manager | $ 6,905,000 | $ 6,038,000 | |||||||||
Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of independent directors approval needed to terminate agreement | 67.00% | ||||||||||
Internalization fee, percentage payable in equity | 10.00% | ||||||||||
Advisor | American Realty Capital Advisors | Contract Purchase Price | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expected third party acquisition costs reimbursable | 0.50% | ||||||||||
Advisor | American Realty Capital Advisors | Advance on Loan or Other Investment | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Expected third party acquisition costs reimbursable | 0.50% | ||||||||||
Advisor | American Realty Capital Advisors | Contract Purchase Price, All Assets Acquired | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Acquisition fees and acquisition related expenses | 4.50% | ||||||||||
Advisory Agreement | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, term | 20 years | ||||||||||
Termination Fees for Agreement | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount of transaction | $ 15,000,000 | ||||||||||
Subject Fees | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction multiplier | 4.5 | ||||||||||
Subject Fees - Applicable if Internalization Occurs On or After January 1, 2029 | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction multiplier | 3.5 | ||||||||||
Basis Spread - Purchase Price | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Margin on multiplier | 1.00% | ||||||||||
Base Subject Fees Spread | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction multiplier | 4 | ||||||||||
Base management fee | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Management Fee Expense | 6,900,000 | 6,000,000 | |||||||||
Base Management Fee - First Year following Effective Time | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Transaction multiplier | 0.0031 | ||||||||||
Base Management Fee - Second Year following Effective Time | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount of transaction | $ 22,500,000 | ||||||||||
Transaction multiplier | 0.0047 | ||||||||||
Base Management Fee - Thereafter | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount of transaction | $ 24,000,000 | ||||||||||
Transaction multiplier | 0.0062 | ||||||||||
Base Management Monthly Fee | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee, quarterly payments, percent of net proceeds from equity financing | 0.10417% | ||||||||||
Annual Subordinated Performance Fee | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee, percent of earnings in excess of benchmark one | 15.00% | ||||||||||
Related party fee, earnings per share used in calculation, benchmark one (in dollars per share) | $ / shares | $ 0.23 | $ 0.275 | $ 0.275 | ||||||||
Related party fee, percent of earnings in excess of benchmark two | 10.00% | ||||||||||
Related party fee, earnings per share used in calculation, benchmark two (in dollars per share) | $ / shares | $ 0.27 | $ 0.3125 | $ 0.3125 | ||||||||
Variable Management Fee | Advisor | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount of transaction | $ 0 | 0 | |||||||||
Property Management Fee | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of property management agreements | agreement | 4 | ||||||||||
Property Management Fee | Property Manager | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of property management agreements | agreement | 12 | ||||||||||
Percentage of gross rental receipts | 4.00% | ||||||||||
Percentage of reimbursable administrative charges | 15.00% | ||||||||||
Renewal term | 1 year | ||||||||||
Ineligible termination period | 60 years | ||||||||||
Percentage of allocated loan not related to specially service properties | 0.02083% | ||||||||||
Percentage of loan amount recovered | 0.50% | ||||||||||
Percentage of allocated loan including amount related to specially service properties | 0.0625% | ||||||||||
Property Management Fee | Property Manager | Secured Debt | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, face amount | $ 210,000,000 | ||||||||||
Number of properties securing mortgage loan | property | 12 | ||||||||||
Transition Fees | Property Manager | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount of transaction | $ 2,500 | ||||||||||
Construction fee percentage | 6.00% | 3.00% | |||||||||
Administrative Services | Advisor | American Realty Capital Advisors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Total commissions and fees from the Dealer Manager | $ 2,300,000 | 2,700,000 | |||||||||
Salaries, Wages, Benefits and Overhead | Advisor | American Realty Capital Advisors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Amount of transaction | $ 7,000,000 | ||||||||||
Total commissions and fees from the Dealer Manager | $ 1,900,000 | $ 1,800,000 | |||||||||
Reimbursement of executive salary variable component, number of quarters | quarter | 4 | ||||||||||
Reimbursement of executive salary variable component, multiplier | 0.20% | ||||||||||
Reimbursement of executive salary annual cost of living adjustment | 3.00% | ||||||||||
Reimbursement of executive salary reduction of real estate cost | 25.00% | ||||||||||
Reimbursement of executive salary reinvestment period | 12 months | ||||||||||
Reimbursement of executive salary negotiation period | 90 days |
Related Party Transactions an_4
Related Party Transactions and Arrangements - (Fees and Participations Paid in Connection With the Operations of the Company, Incurred, Forgiven and Payable) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Total related party operating fees and reimbursements | $ 6,905 | $ 6,038 | |
Total related party operating fees and reimbursements | |||
Related Party Transaction [Line Items] | |||
Total related party operating fees and reimbursements | 11,143 | 11,689 | |
Related party receivable (payable) | (186) | $ 650 | |
Acquisition cost reimbursements | |||
Related Party Transaction [Line Items] | |||
Total related party operating fees and reimbursements | 64 | 91 | |
Related party receivable (payable) | 64 | 53 | |
Asset management fees to related party | |||
Related Party Transaction [Line Items] | |||
Total related party operating fees and reimbursements | 6,905 | 6,038 | |
Related party receivable (payable) | 20 | 9 | |
Property management and leasing fees | |||
Related Party Transaction [Line Items] | |||
Total related party operating fees and reimbursements | 1,470 | 2,690 | |
Related party receivable (payable) | 389 | 1,153 | |
Professional fees and other reimbursements | |||
Related Party Transaction [Line Items] | |||
Total related party operating fees and reimbursements | 2,704 | $ 2,870 | |
Related party receivable (payable) | (659) | (565) | |
Advisor | Professional fees and other reimbursements | |||
Related Party Transaction [Line Items] | |||
Related party receivable (payable) | $ (500) | $ (700) |
Equity-Based Compensation - (Na
Equity-Based Compensation - (Narrative) (Details) | Sep. 05, 2018USD ($) | Aug. 30, 2018USD ($)day$ / sharesshares | Jul. 03, 2018 | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($)shares | Mar. 04, 2019USD ($) | Mar. 03, 2019USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum authorized amount as a percentage of shares authorized | 10.00% | ||||||
Equity-based compensation | $ 3,211,000 | $ 3,021,000 | |||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 16.0114 | ||||||
Dividends payable | 171,000 | 169,000 | |||||
LTIP Unit | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation costs | $ 15,400,000 | ||||||
Weighted average period for recognition | 1 year 3 months 18 days | ||||||
Equity-based compensation | $ 3,000,000 | $ 2,800,000 | |||||
LTIP units granted (in shares) | shares | 4,496,796 | 4,496,796 | 4,496,796 | ||||
Consecutive trading days | day | 10 | ||||||
Share-based compensation — restricted shares | $ 32,000,000 | $ 10,900,000 | $ 8,100,000 | ||||
Requisite service period (in years) | 3 years | ||||||
Percentage of entitled distributions | 10.00% | ||||||
Dividends payable | $ 100,000 | ||||||
Performance measurement period | 3 years | ||||||
LTIP Award Increase In Fair Value | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation — restricted shares | $ 2,800,000 | ||||||
Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation annual cash retainer | $ 60,000 | ||||||
Common stock issued in lieu of cash compensation (in shares) | shares | 0 | 0 | |||||
Directors | Share-based Compensation - Restricted Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation, restricted stock | $ 85,000 | ||||||
Award vesting period | 1 year | ||||||
Directors | One Time Grant, Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Lead Independent Director | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation annual cash retainer | $ 100,000 | ||||||
Chair of Audit Committee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation annual cash retainer | 30,000 | ||||||
Other Audit Committee Members | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation annual cash retainer | 15,000 | ||||||
Chair of Compensation Committee | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation annual cash retainer | 15,000 | ||||||
Other Compensation Committee or NCG Committee Member | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation annual cash retainer | $ 10,000 | ||||||
Restricted Share Plan | Share-based Compensation - Restricted Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation costs | $ 800,000 | ||||||
Weighted average period for recognition | 1 year 2 months 12 days | ||||||
Equity-based compensation | $ 200,000 | $ 300,000 | |||||
LTIP units granted (in shares) | shares | 0 | ||||||
2018 Equity Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Plan term | 10 years | ||||||
Advisor | American Realty Capital Advisors | LTIP Unit | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Director compensation, restricted stock | $ 72,000,000 | ||||||
Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation (in shares) | shares | 0 | 0 |
Equity-Based Compensation - (Su
Equity-Based Compensation - (Summary of Unvested Restricted Stock Activity) (Details) - Restricted Share Plan - Share-based Compensation - Restricted Shares | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of Shares of Common Stock | |
Unvested - Beginning balance (in shares) | shares | 111,421 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (496) |
Forfeited (in shares) | shares | 0 |
Unvested - Ending balance (in shares) | shares | 110,925 |
Weighted-Average Issue Price | |
Unvested - Beginning balance (in dollars per share) | $ / shares | $ 14.52 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 24.17 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested - Ending balance (in dollars per share) | $ / shares | $ 14.48 |
Equity-Based Compensation - (Sc
Equity-Based Compensation - (Schedule of LTIP Vesting Scenarios) (Details) | Aug. 30, 2018 |
Absolute TSR | Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 24.00% |
Percentage of Relative TSR Award LTIPs Earned | 0.00% |
Absolute TSR | Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 24.00% |
Percentage of Relative TSR Award LTIPs Earned | 25.00% |
Absolute TSR | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 30.00% |
Percentage of Relative TSR Award LTIPs Earned | 50.00% |
Absolute TSR | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 36.00% |
Percentage of Relative TSR Award LTIPs Earned | 100.00% |
Absolute TSR | Minimum | Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 24.00% |
Absolute TSR | Minimum | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 30.00% |
Absolute TSR | Maximum | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 30.00% |
Absolute TSR | Maximum | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 36.00% |
Relative TSR Excess | Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of Relative TSR Award LTIPs Earned | 0.00% |
Relative TSR Excess | (6.00%) |
Relative TSR Excess | Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of Relative TSR Award LTIPs Earned | 25.00% |
Relative TSR Excess | (6.00%) |
Relative TSR Excess | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of Relative TSR Award LTIPs Earned | 50.00% |
Relative TSR Excess | 0.00% |
Relative TSR Excess | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of Relative TSR Award LTIPs Earned | 100.00% |
Relative TSR Excess | 6.00% |
Relative TSR Excess | Minimum | Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | (6.00%) |
Relative TSR Excess | Minimum | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 0.00% |
Relative TSR Excess | Maximum | Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 0.00% |
Relative TSR Excess | Maximum | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 6.00% |
Net Income (Loss) Per Share - (
Net Income (Loss) Per Share - (Schedule of Basic and Diluted Net Income (Loss) Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders - Basic and Diluted | $ (9,153) | $ (3,227) |
Weighted-average shares outstanding - Basic and Diluted (in shares) | 108,364,082 | 106,076,588 |
Net (loss) income per share attributable to common stockholders - Basic and Diluted (in dollars per share) | $ (0.08) | $ (0.03) |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares | Aug. 30, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 4,780,889 | 4,805,707 | |
OP units outstanding (in shares) | 172,921 | ||
Unvested restricted shares | Restricted Share Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares outstanding (in shares) | 100,925 | 135,735 | |
LTIP units granted (in shares) | 0 | ||
LTIP Unit | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
LTIP units granted (in shares) | 4,496,796 | 4,496,796 | 4,496,796 |
Unvested restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 111,172 | 135,990 | |
OP Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 172,921 | 172,921 | |
LTIP Unit | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 4,496,796 | 4,496,796 |
Subsequent Events - (Narrative)
Subsequent Events - (Narrative) (Details) $ / shares in Units, $ in Millions | Apr. 01, 2020$ / shares | May 07, 2020USD ($)property | Apr. 30, 2020$ / sharesshares | Mar. 31, 2020$ / sharesshares | Mar. 31, 2020USD ($)property$ / sharesshares | Mar. 26, 2020$ / shares | Mar. 31, 2019USD ($)property$ / shares | Dec. 31, 2019shares |
Subsequent Event [Line Items] | ||||||||
Dividends declared monthly rate (in dollars per share) | $ 0.0708333 | $ 0.0916667 | ||||||
Dividends declared annualized rate (in dollars per share) | $ 0.85 | $ 0.28 | $ 1.10 | $ 0.28 | ||||
Preferred stock, authorized (in shares) | shares | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Preferred stock dividend rate | 7.50% | |||||||
Dispositions | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of properties sold | property | 2 | 8 | ||||||
Aggregate contract sale price | $ | $ 3.8 | $ 15.1 | ||||||
Subsequent Events | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of properties acquired | property | 1 | |||||||
Aggregate purchase price | $ | $ 6.9 | |||||||
Dividends declared monthly rate (in dollars per share) | $ 0.0708333 | |||||||
Dividends declared annualized rate (in dollars per share) | $ 0.85 | |||||||
Percentage of ownership after transaction | 4.90% | |||||||
Subsequent Events | Series B Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred stock, authorized (in shares) | shares | 1 | |||||||
Preferred stock dividend rate | 0.10% | |||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Preferred stock, exercise price (in dollars per share) | $ 35 | |||||||
Subsequent Events | Dispositions | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of properties sold | property | 2 | |||||||
Aggregate contract sale price | $ | $ 5.6 |