Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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 | 117,819,839 | |
Entity Central Index Key | 0001568162 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | |
Trading Symbol | AFIN | |
Security Exchange Name | NASDAQ | |
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
Trading Symbol | AFINP | |
Security Exchange Name | NASDAQ | |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | |
Trading Symbol | AFINO | |
Security Exchange Name | NASDAQ | |
Preferred Stock Purchase Rights | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NASDAQ | |
No Trading Symbol Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Real estate investments, at cost: | ||
Land | $ 735,242 | $ 723,316 |
Buildings, fixtures and improvements | 2,881,710 | 2,830,508 |
Acquired intangible lease assets | 454,323 | 454,245 |
Total real estate investments, at cost | 4,071,275 | 4,008,069 |
Less: accumulated depreciation and amortization | (695,719) | (639,367) |
Total real estate investments, net | 3,375,556 | 3,368,702 |
Cash and cash equivalents | 137,138 | 102,860 |
Restricted cash | 14,816 | 10,537 |
Deposits for real estate investments | 2,983 | 137 |
Derivative assets, at fair value | 1,930 | 0 |
Deferred costs, net | 17,487 | 16,663 |
Straight-line rent receivable | 70,208 | 66,581 |
Operating lease right-of-use assets | 18,299 | 18,546 |
Prepaid expenses and other assets (including $2,089 and $1,939 due from related parties as of June 30, 2021 and December 31, 2020, respectively) | 28,070 | 23,941 |
Assets held for sale | 1,439 | 0 |
Total assets | 3,667,926 | 3,607,967 |
LIABILITIES AND EQUITY | ||
Mortgage notes payable, net | 1,615,054 | 1,490,798 |
Credit facility | 155,742 | 280,857 |
Below market lease liabilities, net | 80,971 | 78,674 |
Accounts payable and accrued expenses (including $1,252 and $273 due to related parties as of June 30, 2021 and December 31, 2020, respectively) | 31,118 | 25,210 |
Operating lease liabilities | 19,214 | 19,237 |
Derivative liabilities, at fair value | 0 | 123 |
Deferred rent and other liabilities | 10,025 | 9,794 |
Dividends payable | 5,836 | 3,675 |
Total liabilities | 1,917,960 | 1,908,368 |
Common stock, $0.01 par value per share, 300,000,000 shares authorized, 117,706,586 and 108,837,209 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively | 1,177 | 1,088 |
Additional paid-in capital | 2,829,490 | 2,723,678 |
Accumulated other comprehensive income (loss) | 1,930 | (123) |
Distributions in excess of accumulated earnings | (1,119,182) | (1,055,680) |
Total stockholders’ equity | 1,713,540 | 1,669,077 |
Non-controlling interests | 36,426 | 30,522 |
Total equity | 1,749,966 | 1,699,599 |
Total liabilities and equity | 3,667,926 | 3,607,967 |
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
LIABILITIES AND EQUITY | ||
Cumulative redeemable perpetual preferred stock | 79 | 79 |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | ||
LIABILITIES AND EQUITY | ||
Cumulative redeemable perpetual preferred stock | $ 46 | $ 35 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Prepaid expenses and other assets, due from related parties | $ 2,089 | $ 1,939 |
Accounts payable and accrued expenses, due to related parties | $ 1,252 | $ 273 |
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) | 117,706,586 | 108,837,209 |
Common stock, outstanding (in shares) | 117,706,586 | 108,837,209 |
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Preferred stock dividend rate | 7.50% | 7.50% |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, authorized (in shares) | 12,796,000 | 8,796,000 |
Preferred stock, issued (in shares) | 7,933,711 | 7,842,008 |
Preferred stock, outstanding (in shares) | 7,933,711 | 7,842,008 |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | ||
Preferred stock dividend rate | 7.375% | 7.375% |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock liquidation preference (in dollars per share) | $ 25 | $ 25 |
Preferred stock, authorized (in shares) | 11,536,000 | 3,680,000 |
Preferred stock, issued (in shares) | 4,594,498 | 3,535,700 |
Preferred stock, outstanding (in shares) | 4,594,498 | 3,535,700 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue from tenants | $ 81,577 | $ 74,934 | $ 160,764 | $ 149,498 |
Operating expenses: | ||||
Asset management fees to related party | 7,922 | 6,918 | 15,243 | 13,823 |
Property operating expense | 13,329 | 12,541 | 26,768 | 24,823 |
Impairment of real estate investments | 91 | 11,502 | 91 | 11,502 |
Acquisition, transaction and other costs | 136 | 721 | 178 | 1,173 |
Equity-based compensation | 5,283 | 3,247 | 9,630 | 6,458 |
General and administrative | 3,540 | 6,864 | 9,989 | 12,192 |
Depreciation and amortization | 32,428 | 35,443 | 64,747 | 69,778 |
Total operating expenses | 62,729 | 77,236 | 126,646 | 139,749 |
Operating income before gain on sale of real estate investments | 18,848 | (2,302) | 34,118 | 9,749 |
Gain on sale/exchange of real estate investments | 11 | 2,838 | 297 | 4,278 |
Operating income | 18,859 | 536 | 34,415 | 14,027 |
Other (expense) income: | ||||
Interest expense | (20,361) | (18,801) | (39,695) | (37,907) |
Other income | 20 | 61 | 44 | 133 |
Total other expense, net | (20,341) | (18,740) | (39,651) | (37,774) |
Net loss | (1,482) | (18,204) | (5,236) | (23,747) |
Net loss attributable to non-controlling interests | 2 | 20 | 8 | 29 |
Allocation for preferred stock | (5,925) | (3,619) | (11,588) | (7,238) |
Net loss attributable to common stockholders | (7,405) | (21,803) | (16,816) | (30,956) |
Other comprehensive income (loss): | ||||
Change in unrealized income on derivatives | (431) | 0 | 2,053 | 0 |
Comprehensive loss attributable to common stockholders | $ (7,836) | $ (21,803) | $ (14,763) | $ (30,956) |
Weighted-average shares outstanding - Basic (in shares) | 110,898,056 | 108,386,013 | 109,674,113 | 108,375,048 |
Net loss per share attributable to common stockholders — Basic ( in dollars per share) | $ (0.07) | $ (0.20) | $ (0.15) | $ (0.29) |
Weighted-average shares outstanding - Diluted (in shares) | 110,898,056 | 108,386,013 | 109,674,113 | 108,375,048 |
Net loss per share attributable to common stockholders — Diluted ( in dollars per share) | $ (0.07) | $ (0.20) | $ (0.15) | $ (0.29) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) | Total | Total Stockholders’ Equity | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive income (loss) | Distributions in excess of accumulated earnings | Non-controlling Interests | 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | 7.50% Series A Cumulative Redeemable Perpetual Preferred StockTotal Stockholders’ Equity | 7.50% Series A Cumulative Redeemable Perpetual Preferred StockPreferred Stock | 7.50% Series A Cumulative Redeemable Perpetual Preferred StockAdditional Paid-in Capital | 7.50% Series A Cumulative Redeemable Perpetual Preferred StockDistributions in excess of accumulated earnings | 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | 7.375% Series C Cumulative Redeemable Perpetual Preferred StockTotal Stockholders’ Equity | 7.375% Series C Cumulative Redeemable Perpetual Preferred StockPreferred Stock | 7.375% Series C Cumulative Redeemable Perpetual Preferred StockAdditional Paid-in Capital | 7.375% Series C Cumulative Redeemable Perpetual Preferred StockDistributions in excess of accumulated earnings |
Beginning Balance (in shares) at Dec. 31, 2019 | 6,917,230 | 108,475,266 | ||||||||||||||||
Beginning Balance at Dec. 31, 2019 | $ 1,702,230,000 | $ 1,683,331,000 | $ 69,000 | $ 1,085,000 | $ 2,615,089,000 | $ 0 | $ (932,912,000) | $ 18,899,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Stock, net (in shares) | 802,459 | |||||||||||||||||
Issuance of Stock, net | (90,000) | (90,000) | (90,000) | $ 19,609,000 | $ 19,609,000 | $ 8,000 | $ 19,601,000 | |||||||||||
Equity-based compensation (in shares) | 52,468 | |||||||||||||||||
Equity-based compensation | 6,458,000 | 528,000 | $ 0 | 528,000 | 5,930,000 | |||||||||||||
Dividends declared on Common Stock | (52,889,000) | (52,889,000) | (52,889,000) | |||||||||||||||
Dividends declared on Preferred Stock | (7,238,000) | (7,238,000) | $ (7,238,000) | |||||||||||||||
Distributions to non-controlling interest holders | (304,000) | (220,000) | (220,000) | (84,000) | ||||||||||||||
Net (loss) income | (23,747,000) | (23,718,000) | (23,718,000) | (29,000) | ||||||||||||||
Rebalancing of ownership percentage | 38,000 | 38,000 | (38,000) | |||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 7,719,689 | 108,527,734 | ||||||||||||||||
Ending Balance at Jun. 30, 2020 | 1,644,029,000 | 1,619,351,000 | $ 77,000 | $ 1,085,000 | 2,635,166,000 | 0 | (1,016,977,000) | 24,678,000 | ||||||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 108,475,266 | 7,719,689 | ||||||||||||||||
Beginning Balance at Mar. 31, 2020 | 1,685,902,000 | 1,664,096,000 | $ 1,085,000 | 2,634,953,000 | 0 | (972,019,000) | 21,806,000 | $ 77,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Stock, net | (42,000) | (42,000) | (42,000) | (64,000) | (64,000) | (64,000) | ||||||||||||
Equity-based compensation (in shares) | 52,468 | |||||||||||||||||
Equity-based compensation | 3,247,000 | 281,000 | 281,000 | 2,966,000 | ||||||||||||||
Dividends declared on Common Stock | (23,058,000) | (23,058,000) | (23,058,000) | |||||||||||||||
Dividends declared on Preferred Stock | (3,619,000) | (3,619,000) | (3,619,000) | |||||||||||||||
Distributions to non-controlling interest holders | (133,000) | (97,000) | (97,000) | (36,000) | ||||||||||||||
Net (loss) income | (18,204,000) | (18,184,000) | (18,184,000) | (20,000) | ||||||||||||||
Rebalancing of ownership percentage | 38,000 | 38,000 | (38,000) | |||||||||||||||
Ending Balance (in shares) at Jun. 30, 2020 | 7,719,689 | 108,527,734 | ||||||||||||||||
Ending Balance at Jun. 30, 2020 | 1,644,029,000 | 1,619,351,000 | $ 77,000 | $ 1,085,000 | 2,635,166,000 | 0 | (1,016,977,000) | 24,678,000 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2020 | 108,837,209 | 7,842,008 | 3,535,700 | |||||||||||||||
Beginning Balance at Dec. 31, 2020 | 1,699,599,000 | 1,669,077,000 | $ 1,088,000 | 2,723,678,000 | (123,000) | (1,055,680,000) | 30,522,000 | $ 79,000 | $ 35,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Stock, net (in shares) | 8,634,223 | 91,703 | 1,058,798 | |||||||||||||||
Issuance of Stock, net | 76,999,000 | 76,999,000 | $ 86,000 | 76,913,000 | 2,156,000 | 2,156,000 | $ 0 | 2,156,000 | $ 25,607,000 | $ 25,607,000 | $ 11,000 | $ 25,596,000 | ||||||
Equity-based compensation (in shares) | 293,599 | |||||||||||||||||
Equity-based compensation | 7,540,000 | 1,612,000 | $ 3,000 | 1,763,000 | (154,000) | 5,928,000 | ||||||||||||
Common stock repurchases (in shares) | (58,445) | |||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (559,000) | (559,000) | (559,000) | |||||||||||||||
Dividends declared on Common Stock | (46,097,000) | (46,097,000) | (46,097,000) | |||||||||||||||
Dividends declared on Preferred Stock | (7,453,000) | (7,453,000) | (7,453,000) | (4,380,000) | (4,380,000) | $ (4,380,000) | ||||||||||||
Distributions to non-controlling interest holders | (263,000) | (190,000) | (190,000) | (73,000) | ||||||||||||||
Net (loss) income | (5,236,000) | (5,228,000) | 2,053,000 | |||||||||||||||
Other comprehensive loss | 2,053,000 | 2,053,000 | (5,228,000) | (8,000) | ||||||||||||||
Rebalancing of ownership percentage | 0 | (57,000) | (57,000) | 57,000 | ||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 117,706,586 | 7,933,711 | 4,594,498 | |||||||||||||||
Ending Balance at Jun. 30, 2021 | 1,749,966,000 | 1,713,540,000 | $ 1,177,000 | 2,829,490,000 | 1,930,000 | (1,119,182,000) | 36,426,000 | $ 79,000 | $ 46,000 | |||||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 108,872,337 | 7,933,711 | 4,099,801 | |||||||||||||||
Beginning Balance at Mar. 31, 2021 | 1,689,099,000 | 1,655,659,000 | $ 1,089,000 | 2,740,648,000 | 2,361,000 | (1,088,559,000) | 33,440,000 | $ 79,000 | $ 41,000 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of Stock, net (in shares) | 8,634,223 | 0 | 494,697 | |||||||||||||||
Issuance of Stock, net | 77,088,000 | 77,088,000 | $ 86,000 | 77,002,000 | (46,000) | (46,000) | $ (46,000) | 12,130,000 | 12,130,000 | $ 5,000 | $ 12,125,000 | |||||||
Equity-based compensation (in shares) | 258,471 | |||||||||||||||||
Equity-based compensation | 3,278,000 | 314,000 | $ 2,000 | 380,000 | (68,000) | 2,964,000 | ||||||||||||
Common stock repurchases (in shares) | (58,445) | |||||||||||||||||
Common stock shares withheld upon vesting of restricted stock | (559,000) | (559,000) | (559,000) | |||||||||||||||
Dividends declared on Common Stock | (23,054,000) | (23,054,000) | (23,054,000) | |||||||||||||||
Dividends declared on Preferred Stock | $ (3,719,000) | $ (3,719,000) | $ (3,719,000) | $ (2,206,000) | $ (2,206,000) | $ (2,206,000) | ||||||||||||
Distributions to non-controlling interest holders | (132,000) | (96,000) | (96,000) | (36,000) | ||||||||||||||
Net (loss) income | (1,482,000) | (1,480,000) | (1,480,000) | (2,000) | ||||||||||||||
Other comprehensive loss | (431,000) | (431,000) | (431,000) | |||||||||||||||
Rebalancing of ownership percentage | 0 | (60,000) | (60,000) | 60,000 | ||||||||||||||
Ending Balance (in shares) at Jun. 30, 2021 | 117,706,586 | 7,933,711 | 4,594,498 | |||||||||||||||
Ending Balance at Jun. 30, 2021 | $ 1,749,966,000 | $ 1,713,540,000 | $ 1,177,000 | $ 2,829,490,000 | $ 1,930,000 | $ (1,119,182,000) | $ 36,426,000 | $ 79,000 | $ 46,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Dividends declared on common stock (in dollars per share) | $ 0.21 | $ 0.21 | $ 0.42 | $ 0.46 |
Dividends declared on preferred stock (in dollars per share) | $ 0.76 | |||
Shares forfeited (in shares) | 19,875 | |||
Shares forfeited, value | $ 136,000 | |||
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | ||||
Dividends declared on preferred stock (in dollars per share) | 0.47 | $ 0.38 | $ 0.94 | |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | ||||
Dividends declared on preferred stock (in dollars per share) | $ 0.53 | $ 0.99 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Net (loss) income | $ (5,236) | $ (23,747) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation | 44,511 | 45,381 |
Amortization of in-place lease assets | 19,208 | 23,337 |
Amortization of deferred leasing costs | 1,028 | 1,061 |
Amortization (including accelerated write-off) of deferred financing costs | 5,368 | 3,178 |
Amortization of mortgage discounts (premiums) on borrowings, net | (644) | (1,149) |
Accretion of market lease and other intangibles, net | (1,976) | (3,281) |
Equity-based compensation | 9,630 | 6,458 |
Gain on sale/exchange of real estate investments | (297) | (4,278) |
Impairment charges and goodwill impairment | 91 | 11,502 |
Payments of prepayment costs on mortgages | 0 | 271 |
Changes in assets and liabilities: | ||
Straight-line rent receivable | (3,627) | (7,872) |
Straight-line rent payable | 141 | 165 |
Prepaid expenses and other assets | (3,753) | (4,085) |
Accounts payable and accrued expenses | 682 | 3,264 |
Deferred rent and other liabilities | 231 | (961) |
Net cash provided by operating activities | 65,357 | 49,244 |
Cash flows from investing activities: | ||
Capital expenditures | (4,169) | (4,047) |
Investments in real estate and other assets | (65,987) | (102,222) |
Proceeds from sale of real estate investments | 2,929 | 6,785 |
Deposits for real estate investments | (2,846) | (2,205) |
Net cash used in investing activities | (70,073) | (101,689) |
Cash flows from financing activities: | ||
Proceeds from mortgage notes payable | 239,928 | 0 |
Payments on mortgage notes payable | (109,582) | (1,507) |
Proceeds from credit facility | 0 | 190,000 |
Payments on credit facility | (125,114) | (20,000) |
Payments of financing costs and deposits | (10,013) | (18,210) |
Payments of prepayment costs on mortgages | 0 | (271) |
Payments of prepayment costs on mortgages | (560) | 0 |
Distributions on LTIP Units and Class A Units | (263) | (304) |
Net cash provided by financing activities | 43,273 | 109,436 |
Net change in cash, cash equivalents and restricted cash | 38,557 | 56,991 |
Cash, cash equivalents and restricted cash beginning of period | 113,397 | 99,840 |
Cash, cash equivalents and restricted cash end of period | 151,954 | 156,831 |
Cash, cash equivalents and restricted cash end of period | ||
Cash and cash equivalents | 137,138 | 136,699 |
Restricted cash | 14,816 | 20,132 |
Supplemental Disclosures: | ||
Cash paid for interest, net of amounts capitalized | 35,510 | 36,355 |
Cash paid for income and franchise taxes | 1,063 | 660 |
Non-Cash Investing and Financing Activities: | ||
Proceeds from real estate sales used to pay off related mortgage notes payable | 0 | 5,586 |
Mortgage notes payable released in connection with disposition of real estate | 0 | (5,586) |
Increase in accounts payable related to 2021 OPP | 1,936 | 0 |
Accrued capital expenditures | 2,642 | 4,319 |
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on preferred stock | (7,410) | (6,919) |
Proceeds from issuance of preferred stock, net | 2,215 | 19,609 |
Non-Cash Investing and Financing Activities: | ||
Accrued stock offering costs | 8 | 210 |
Preferred stock dividend declared | 3,719 | 3,619 |
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | ||
Cash flows from financing activities: | ||
Dividends paid on preferred stock | (2,263) | 0 |
Proceeds from issuance of preferred stock, net | 25,605 | 0 |
Non-Cash Investing and Financing Activities: | ||
Accrued stock offering costs | 14 | 0 |
Preferred stock dividend declared | 2,118 | 0 |
Class A | ||
Cash flows from financing activities: | ||
Dividends paid on Class A common stock | (46,250) | (52,889) |
Class A common stock offering costs | 0 | (73) |
Proceeds from issuance of Class A common stock, net | 76,980 | 0 |
Non-Cash Investing and Financing Activities: | ||
Accrued stock offering costs | $ 8 | $ 0 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization American Finance Trust, Inc. (the “Company”), is an externally managed real estate investment trust for U.S. federal income tax purposes (“REIT”) focusing on acquiring and managing a diversified portfolio of primarily service-oriented and traditional retail and distribution-related commercial real estate properties located primarily in the United States. The Company’s assets consist 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, single-tenant service retail properties, defined as properties leased to tenants in the retail banking, restaurant, grocery, pharmacy, gas, convenience, fitness, and auto services sectors. As of June 30, 2021, the Company owned 939 properties, comprised of 19.9 million rentable square feet, which were 94.9% leased, including 906 single-tenant net leased commercial properties (864 of which are retail properties) and 33 multi-tenant retail properties. 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. American Finance Advisors, LLC (the “Advisor”) manages the Company’s day-to-day business with the assistance of the Company’s property manager, American Finance Properties, LLC (the “Property Manager”). The Advisor and the Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. The Company also reimburses these entities for certain expenses they incur in providing these services to the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 and six month periods ended June 30, 2021 and 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, 2020, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2021. 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 six months ended June 30, 2021. 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. Except for the OP, as of June 30, 2021 and December 31, 2020, the Company had no interests in entities that were not wholly owned. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable. Impacts of the COVID-19 Pandemic During the first quarter of 2020, the global COVID-19 pandemic that has spread around the world and to every state in the United States commenced. The pandemic has had and could continue to have an adverse impact on economic and market conditions, including a global economic slowdown, recession, or period of slow growth. The continued 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 June 30, 2021, 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 June 30, 2021 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 experienced delays in rent collections in the second, third and fourth quarters of 2020 and the first quarter of 2021. The Company took a proactive approach to achieve mutually agreeable solutions with its tenants and in some cases, in the second, third and fourth quarters of 2020 and the first and second quarters of 2021, the Company has executed several types of lease amendments. These agreements include deferrals and abatements and also may include extensions to the term of the leases. For accounting purposes, in accordance with ASC 842: Leases, normally a company would be required to assess a lease 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 (including leases for which the prior classification under ASC 840 was retained as part of the election to apply the package of practical expedients allowed upon the adoption of ASC 842, which does not apply to leases subsequently modified). However, in light of the COVID-19 pandemic in which many leases are being modified, the FASB and SEC provided relief that allowed 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. For COVID-19 relief qualified changes, there are two methods to potentially account for such rent deferrals or abatements under the relief, (1) as if the changes were originally contemplated in the lease contract or (2) as if the deferred payments are variable lease payments contained in the lease contract. For all other lease changes that did not qualify for FASB relief, the Company is required to apply modification accounting including assessing classification under ASC 842. Some, but not all of the Company’s lease modifications qualify for the FASB relief. In accordance with the relief provisions, instead of treating these qualifying leases as modifications, the Company has elected to treat the modifications as if previously contained in the lease and recast rents receivable prospectively (if necessary). Under that accounting, for modifications that were deferrals only, there would be no impact on overall rental revenue and for any abatement amounts that reduced total rent to be received, the impact would be recognized ratably over the remaining life of the lease. For leases not qualifying for this relief, the Company has applied modification accounting and determined that there were no changes in the current classification of its leases impacted by negotiations with its tenants. 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 June 30, 2021, these leases had an average remaining lease term of approximately 8.5 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, the 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. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. 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 over the next five years and 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 June 30, 2021: (In thousands) Future Base Rent Payments 2021 (remainder) $ 135,529 2022 268,361 2023 254,982 2024 237,982 2025 219,597 2026 202,654 Thereafter 1,178,480 $ 2,497,585 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 and six months ended June 30, 2021, such amounts were $0.4 million and $0.6 million, respectively, and for the three and six months ended June 30, 2020, such amounts were $0.1 million and $0.3 million, respectively. 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 leasing standard adopted on January 1, 2019 (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 not 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 beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. In the second, third and fourth quarters of 2020 and the first and second quarters of 2021, this assessment included 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. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties. In accordance with the lease accounting rules, the Company records uncollectable amounts as reductions in revenue from tenants. During the three months ended June 30, 2021 the Company recorded $0.5 million of uncollectable amounts during the period, not including a recovery of $0.8 million relating to a lease settlement fee from a tenant in one of the Company’s multi-tenant properties that terminated its lease. During the six months ended June 30, 2021, uncollectable amounts were $1.4 million, not including a recovery of $0.8 million relating to a lease settlement fee from a tenant in one of the Company’s multi-tenant properties that terminated its lease. Such amounts were $3.5 million and $4.7 million for the three and six months ended June 30, 2020, 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 the asset acquired to determine if the transaction is a business combination or 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 quarters ended June 30, 2021 and 2020. 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 June 30, 2021, one property located in Ellicott City, Maryland with a carrying value of $1.4 million was considered held for sale, and as of December 31, 2020, the Company had no properties classified as held for sale. 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 the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance 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. During the three and six months ended June 30, 2021 or year ended December 31, 2020, the Company had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. The Company is also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. 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 and 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 and six month periods ended June 30, 2021 and 2020 were asset acquisitions. For acquired properties with leases classified as operating leases, the Company allocates the purchase price 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. The Company estimates fair value using 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, fair market lease rates, discount rates, and land values per square foot. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. 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 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 Sale/Exchange of Real Estate Investments Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange. 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, five 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 of the lease 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. Upon termination of an above or below-market lease any unamortized amounts would be recognized in the period of termination. Equity-Based Compensation The Company has stock-based plans under which its directors, officers and other employees of the Advisor or its affiliates who are involved in providing services to the Company are eligible to receive awards. Awards granted thereunder are 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 the equity-based compensation line item of the consolidated statements of operations 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, $0.01 par value per share (“Class A common stock”) on The Nasdaq Global Select Market (“Nasdaq”) 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 were market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their grant date and that value was reflected as a charge to earnings evenly over the service period. The expense for the LTIP Units was included in the equity-based compensation line item of the consolidated statements of operations. The cumulative expense is reflected as part of non-controlling interest in the Company’s balance sheets and statements of equity. On May 4, 2021, the Company’s independent directors, acting as a group, authorized the issuance of a new award of LTIP Units after the performance period under the 2018 OPP expired on July 19, 2021, with the number of LTIP Units to be issued to the Advisor to be equal to the quotient of $72.0 million divided by the ten-trading day trailing average closing stock price of the Company’s Class A common stock for the ten trading days up to and including July 19, 2021 (the “Initial Share Price”). This resulted in $1.9 million of additional expense related to equity-based compensation during the three months ended June 30, 2021 and a corresponding liability was accrued as of June 30, 2021. On July 21, 2021, the Company entered into the multi-year outperformance agreement with the Advisor (the “2021 OPP”) pursuant to which the Advisor was granted an award of 8,528,885 LTIP Units, representing the quotient of $72.0 million divided by $8.4419, the Initial Share Price. In the event of a modification of any of the awards discussed above, 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. For additional information on these awards, see Note 12 — Equity-Based Compensation . Subsequent to June 30, 2021, (i) following the end of the performance period under the 2018 OPP on July 19, 2021, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned, and these LTIP Units were thus automatically forfeited, and (ii) following the compensation committee’s determination with respect to the 2018 OPP, the Company, the OP, and the Advisor entered into the 2021 OPP, pursuant to which the Advisor was granted a total of 8,528,885 LTIP Units pursuant to the 2021 OPP, based on a maximum award value of $72.0 million and the Initial Share Price, which was determinable on July 20, 2021. The award LTIP Units pursuant to the 2021 OPP will be subsequently classified as an equity award with the cumulative expense reflected as part of non-controlling interest in the Company’s consolidated balance sheets and equity statements. For additional information, see Note 14 — Subsequent Events . 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. 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 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. 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 Measure |
Real Estate Investments
Real Estate Investments | 6 Months Ended |
Jun. 30, 2021 | |
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. Six Months Ended March 31, (Dollar amounts in thousands) 2021 (2) 2020 Real estate investments, at cost: Land $ 13,331 $ 23,798 Buildings, fixtures and improvements 49,968 67,537 Total tangible assets 63,299 91,335 Acquired intangible assets and liabilities: (1) In-place leases 8,281 11,287 Below-market lease liabilities (5,593) (400) Total intangible assets, net 2,688 10,887 Consideration paid for acquired real estate investments, net of liabilities assumed $ 65,987 $ 102,222 Number of properties purchased 24 34 ________ (1) Weighted-average remaining amortization periods for in-place leases and below-market lease liabilities acquired during the six months ended June 30, 2021 were 13.1 years and 19.6 years, respectively, as of each property’s respective acquisition date. No above-market lease assets were acquired during the six months ended June 30, 2021. (2) Includes a non-property acquisition of a parcel adjacent to one of the Company’s multi-tenant properties. The following table presents amortization expense and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 In-place leases, included in depreciation and amortization (1) $ 9,558 $ 10,341 $ 19,208 $ 23,337 Above-market lease intangibles $ (601) $ (638) $ (1,290) $ (1,402) Below-market lease liabilities 1,657 2,940 3,296 4,709 Total included in revenue from tenants $ 1,056 $ 2,302 $ 2,006 $ 3,307 Below-market ground lease asset (2) $ 8 $ 8 $ 16 $ 16 Above-market ground lease liability (2) — — — (1) Total included in property operating expenses $ 8 $ 8 $ 16 $ 15 ______ (1) Includes approximately $3.3 million in accelerated write-offs in the six months ended June 30, 2020 as a result of tenant lease terminations. (2) 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 for intangible assets and liabilities for the next five years: (In thousands) 2021 (remainder) 2022 2023 2024 2025 In-place leases, to be included in depreciation and amortization $ 18,156 $ 33,779 $ 31,394 $ 28,745 $ 25,547 Above-market lease intangibles $ 1,146 $ 2,068 $ 1,765 $ 1,652 $ 1,288 Below-market lease liabilities (3,299) (6,368) (6,226) (6,031) (5,805) Total to be included in revenue from tenants $ (2,153) $ (4,300) $ (4,461) $ (4,379) $ (4,517) 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, of 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 June 30, 2021 one property in Ellicott City, Maryland was considered held for sale with a carrying value of $1.4 million, and as of December 31, 2020 there were no properties classified as held for sale. Real Estate Sales/Exchanges During the six months ended June 30, 2021, the Company sold five properties for an aggregate contract price of $3.1 million, resulting in a gain of $0.3 million, which is reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the six months ended June 30, 2021. During the six months ended June 30, 2020, the Company sold six properties leased to Truist Bank for an aggregate contract price of $13.3 million, exclusive of closing costs and related mortgage repayments. These sales resulted in aggregate gains of $4.3 million, which are reflected in gain on sale of real estate investments on the consolidated statement of operations and comprehensive loss for the six months ended June 30, 2020. 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 (ii) significant or sustained vacancy in the Company’s multi-tenant properties and (iii) changes to the Company’s expected holding period as a result of business decisions or non-recourse debt maturities. For all of its held for use properties, the Company had reconsidered the projected cash flows due to various performance indicators and where appropriate, and the Company evaluated 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. If a triggering event for held for use single-tenant properties is identified, the Company uses either a market approach or an income approach to estimate the future cash flows expected to be generated. The market 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, that the properties in the comparable sales used in the analysis share similar characteristics to the held for use properties, and that 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. Under the income approach, the Company evaluates the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company makes certain assumptions in this approach including, among others, the market and economic conditions, expected cash flow projections, intended holding periods and assessments of terminal values. 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. Impairment Charges The Company recorded an impairment charge of $0.1 million for the three and six months ended June 30, 2021 related to a vacant single-tenant held-for-use property in Brunswick, Georgia, which was recorded to adjust the property to its fair value as determined by a purchase and sale agreement which was terminated prior to June 30, 2021. The Company recorded an $11.5 million impairment charge for the three and six months ended June 30, 2020 related to one of its multi-tenant held -for-use properties which was recorded to adjust the property to its fair value as determined by the income approach described above. Tenant Improvements Write-Off During the second quarter of 2020, a tenant in the health club business in one of our multi-tenant properties declared bankruptcy and vacated its space while in the process of improving the space. The Company had already reimbursed $0.8 million to the tenant for these improvements. As a result of the tenant’s bankruptcy, improvements being made by the tenant were not paid for and the Company additionally accrued approximately $2.3 million to pay liens on the property by the tenant’s contractors. The Company determined that certain of the improvements no longer had any value in connection with any foreseeable replacement tenant and wrote off approximately $3.1 million which is recorded in depreciation and amortization expense in the consolidated statement of operations. |
Mortgage Notes Payable, Net
Mortgage Notes Payable, Net | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Mortgage Notes Payable, Net | Mortgage Notes Payable, Net The Company’s mortgage notes payable, net as of June 30, 2021 and December 31, 2020 consisted of the following: Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties June 30, December 31, June 30, Interest Rate Maturity Anticipated Repayment (In thousands) (In thousands) 2019 Class A-1 Net Lease Mortgage Notes 98 $ 118,530 $ 119,084 3.83 % Fixed May 2049 May 2026 2019 Class A-2 Net Lease Mortgage Notes 106 120,949 121,000 4.52 % Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 35 54,927 — 2.24 % Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 61 94,873 — 2.83 % Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 22 35,000 — 3.07 % Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 35 55,000 — 3.65 % Fixed May 2051 May 2031 Total Net Lease Mortgage Notes 357 479,279 240,084 SAAB Sensis I 1 5,986 6,217 6.01 % Fixed Apr. 2025 Apr. 2025 Truist Bank II — — (5) 9,560 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank III — — (5) 60,952 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank IV — — (5) 3,792 5.50 % Fixed Jul. 2031 Jul. 2021 Sanofi US I 1 125,000 125,000 3.27 % Fixed (4) Sep. 2025 Sep. 2025 Stop & Shop 4 45,000 45,000 3.50 % Fixed Jan. 2030 Jan. 2030 Column Financial Mortgage Notes 368 715,000 715,000 3.79 % Fixed Aug. 2025 Aug. 2025 Shops at Shelby Crossing 1 21,435 21,677 4.97 % Fixed Mar. 2024 Mar. 2024 Patton Creek — — 34,000 4.82 % Variable Dec. 2021 Dec. 2021 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 789 1,659,050 1,528,632 3.78 % (1) Deferred financing costs, net of accumulated amortization (2) (44,205) (38,760) Mortgage premiums and discounts, net (3) 209 926 Mortgage notes payable, net $ 1,615,054 $ 1,490,798 __________ (1) Calculated on a weighted-average basis for all mortgages outstanding as of June 30, 2021. (2) 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. (3) Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. (4) Mortgage is fixed by an interest rate swap agreement which fixes the effective interest rate at 3.27% (5) Mortgage was fully repaid with proceeds from the 2021 Net Lease Mortgage Notes discussed below. As of June 30, 2021 and December 31, 2020, the Company had pledged $2.8 billion 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 June 30, 2021 and December 31, 2020, $1.1 billion in real estate investments, at cost were included in the unencumbered asset pool comprising the borrowing base under the Company’s revolving unsecured corporate credit facility (the “Credit Facility”) ( see Note 5 — Credit Facility for more details). Therefore, this asset pool comprising the borrowing base under the Credit Facility 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 June 30, 2021 and thereafter: (In thousands) Future Principal Payments 2021 (remainder) $ 2,089 2022 4,711 2023 3,843 2024 22,287 2025 845,771 2026 116,866 Thereafter 663,483 $ 1,659,050 The Company’s mortgage notes payable agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of June 30, 2021, the Company was in compliance with all operating and financial covenants under its mortgage notes payable agreements. Net Lease Mortgage Notes On June 3, 2021, certain subsidiaries of the Company (the “2021 Issuers”) completed the issuance of $318.0 million aggregate principal amount of Net Lease Mortgage Notes (the “2021 Net Lease Mortgage Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The 2021 Net Lease Mortgage Notes are cross-collateralized with the $242.0 million in aggregate principal amount of Net Lease Mortgage Notes (the “2019 Net Lease Mortgage Notes” and, together with the 2021 Net Lease Mortgage Notes, the “Notes”) issued by certain other subsidiaries of the Company (the “2019 Issuers” and, together with the 2021 Issuers, the “Issuers”). The Notes were 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 Notes. The 2021 Net Lease Mortgage Notes were issued in six classes, Class A-1 (AAA), Class A-2 (AAA), Class A-3 (A), Class A-4 (A), Class B-1 (BBB) and Class B-2 (BBB). The Class A-1 (AAA) Notes were initially rated AAA (sf) by Standard & Poors and are comprised of $55.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 2.21%. The Class A-2 (AAA) Notes were initially rated AAA (sf) by Standard & Poors and are comprised of $95.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 2.79%. The Class A-3 (A) Notes were initially rated A (sf) by Standard & Poors and are comprised of $35.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 3.03%. The Class A-4 (A) Notes were initially rated A (sf) by Standard & Poors and are comprised of $55.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 3.60%. The Class B Notes are currently retained by the OP and are eliminated upon consolidation, and therefore not presented in the Company’s consolidated financial statements, but may be sold to unaffiliated third parties in the future. The Class B-1 (BBB) Notes were initially rated BBB (sf) by Standard & Poors and are comprised of $30.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2028 and an interest rate of 4.02%. The Class B-2 (BBB) Notes were initially rated BBB (sf) by Standard & Poors and are comprised of $48.0 million initial principal amount of 2021 Net Lease Mortgage Notes with an anticipated repayment date in May 2031 and an interest rate of 4.58%. The 2021 Net Lease Mortgage Notes have a rated final payment date in May 2051. The 2019 Net Lease Mortgage Notes were issued in two classes, Class A-1 (AAA) and Class A-2 (A). The Class A-1 (AAA) Notes are rated AAA (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount of 2019 Net Lease Mortgage Notes with an anticipated repayment date in May 2026 and an interest rate of 3.78%. The Class A-2 (a) Notes are rated A (sf) by Standard & Poors and are comprised of $121.0 million initial principal amount of 2019 Net Lease Mortgage Notes with an anticipated repayment date in May 2029 with an interest rate of 4.46%. The 2019 Net Lease Mortgage Notes have a rated final payment date in May 2049. The Notes may be redeemed at any time prior to their anticipated repayment date subject to payment of a make-whole premium. The 2021 Net Lease Mortgage Notes (excluding the Class B Notes) are collectively amortizing at a rate of approximately 0.86% per annum. The 2019 Net Lease Mortgage Notes are collectively amortizing at a rate of approximately 0.5% per annum. If any class of Notes is not paid in full at its respective anticipated repayment date, additional interest will begin to accrue on those Notes. The collateral pool for the Notes is comprised of 357 of the Company’s double- and triple-net leased single tenant properties, together with the related leases and certain other rights and interests. 17 of such properties were owned by the 2021 Issuers prior to the issuance of the 2021 Net Lease Mortgage Notes, 136 of such properties were transferred to the 2021 Issuers in connection with the issuance of the 2021 Net Lease Mortgage Notes, and 204 of such properties were already owned by the 2019 Issuers and securing the 2019 Net Lease Mortgage Notes. The net proceeds from the sale of the 2021 Net Lease Mortgage Notes were used to repay $74.6 million in indebtedness secured by mortgages on 101 individual properties and $80.1 million that was outstanding under the Credit Facility. Approximately $75.0 million of the remaining net proceeds were available to the Company for general corporate purposes. A total of 153 properties were added as part of the collateral pool securing the Notes, which are comprised of 108 properties which were removed from the borrowing base under the Credit Facility (reducing availability under the Credit Facility), 41 properties previously secured by mortgages and four previously unencumbered properties, two of which were recently acquired. The 357 properties that serve as part of the collateral pool for the Notes are diversified by industry as follows: gas and convenience at 28%, commercial banking at 15%, limited-service restaurants at 15%, car washes at 9%, full-service restaurants at 9%, kidney dialysis care at 9%, used car dealers at 6%, all other general merchandise stores at 3%, wholesale trade at 3%, warehouse clubs and supercenters at 2%, child day care services at 1%, pharmacies and drug stores at less than 1% and automotive parts and supply stores at less than 1%, weighted by allocated loan amount. The Issuers may release or exchange properties from the collateral pool securing the 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. |
Credit Facility
Credit Facility | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Facility | Note 5 — Credit Facility The aggregate total commitments under the Credit Facility were $540.0 million as of June 30, 2021. 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 June 30, 2021, 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 (i) 60% of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base, and (ii) a maximum amount of total unsecured indebtedness that could be incurr ed while maintaining a minimum unsecured interest coverage ratio with respect to the borrowing base, in each case, as of the determination date. As of June 30, 2021 the Company had a total borrowing capacity under the Credit Facility of $408.3 million based on the value of the borrowing base under the Credit Facility, and of this amount, $155.7 million was outstanding under the Credit Facility as of June 30, 2021 and $252.6 million remain ed available for future borrowings. The Company is also restricted from using proceeds from borrowing under the Credit Facility to accumulate or maintain cash or cash equivalents in excess of amounts necessary to meet current working capital requirements, as determined in good faith by the OP. Under the Credit Facility, in order for the Company to fund 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. Pursuant to the amendment to the Credit Facility in July 2020, from July 24, 2020 until delivery of the compliance certificate for the fiscal quarter ended June 30, 2021, the margin was 1.5% with respect to the Base Rate and 2.5% with respect to LIBOR regardless of the Company’s consolidated leverage ratio. The “floor” on LIBOR is 0.25%. As of June 30, 2021 and December 31, 2020, the weighted-average interest rate under the Credit Facility was 2.79% and 2.79%, respectively. In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to LIBOR in derivatives and other financial contracts. On March 5, 2021, the Financial Conduct Authority confirmed a partial extension of this deadline, announcing that it will cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021. The remaining USD LIBOR settings will continue to be published through June 30, 2023. The Company is not able to predict when there will be sufficient liquidity in the SOFR market. The Company is monitoring and evaluating the risks related to changes in LIBOR availability, which include potential changes in interest paid on debt and amounts received and paid on interest rate swaps. In addition, the value of debt or derivative instruments tied to LIBOR will also be impacted as LIBOR is limited and discontinued and contracts must be transitioned to a new alternative rate. While the Company expects LIBOR to be available in substantially its current form until at least the end of 2023, it is possible that LIBOR will become unavailable prior to that time. This could occur, for example, if a sufficient number of banks decline to make submissions to the LIBOR administrator. To transition from LIBOR under the Credit Facility, the Company will either utilize the Base Rate (as defined in the Credit Facility) or an alternative benchmark established by the agent in accordance with the terms of the Credit Facility, which will be SOFR if available or an alternate benchmark that is being widely used in the market at that time as selected by the agent. 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. Pursuant to the Credit Facility, subject to certain exceptions, the Company may not pay distributions, including cash dividends on equity securities (including the Company’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series A Preferred Stock”) and 7.375% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (“Series C 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. However, the Credit Facility also 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. Moreover, if applicable, during the continuance of an event of default under the Credit Facility, the Company may not pay dividends or other distributions in excess of the amount necessary for the Company to maintain its status as a REIT. As of June 30, 2021, the Company was in compliance with the operating and financial covenants under the Credit Facility. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 and 2020. Financial Instruments Measured at Fair Value on a Recurring Basis Derivative Instruments The Company’s derivative instruments are measured at fair value on a recurring basis. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with this derivative utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparty. However, as of June 30, 2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivatives valuation in its entirety is classified in Level 2 of the fair value hierarchy. The valuation of derivative instruments is determined using a discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments are incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties. 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. There were no impaired real estate investments held for sale as of June 30, 2021 and December 31, 2020. 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 at the time of impairment. The carrying value of these held for use impaired real estate investments held for use on the consolidated balance sheet represents their estimated fair value at the time of impairment. 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 June 30, 2021 and December 31, 2020, the carrying value of advances to the Company under the Credit Facility were $155.7 million. The fair value of the advances to the Company under the Credit Facility was $155.8 million and $278.8 million as of June 30, 2021 and December 31, 2020, respectively, due to the widening of the credit spreads during the current period. The carrying value of the Company’s mortgage notes payable as of June 30, 2021 and December 31, 2020 were $1.7 billion and $1.5 billion, respectively, and the fair value was $1.7 billion and $1.6 billion , respectively. 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 entered into an interest rate swap on September 1, 2020 for a notional amount of $125.0 million, which became effective on October 13, 2020, in order to fix the interest rate on a mortgage loan that was refinanced on September 4, 2020. The interest rate swap fixes interest on the mortgage at an effective interest rate of 3.26% and expires in July 2026. Additionally, in conjunction with the refinancing of a mortgage loan in December 2020, the Company entered into an interest rate cap agreement for a notional amount of $34.0 million. The fair value of this interest rate cap is insignificant and therefore is not shown on the consolidated balance sheet as of June 30, 2021 or December 31, 2020. The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheet as of June 30, 2021 and December 31, 2020. (In thousands) Balance Sheet Location June 30, 2021 December 31, 2020 Interest Rate “Pay-fixed” Swaps Derivative assets, at fair value $ 1,930 $ — Interest Rate “Pay-fixed” Swaps Derivative liabilities, at fair value $ — $ 123 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 uses interest rate swaps 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. The changes in the fair value of derivatives designated and that qualify as cash flow hedges are recorded in accumulated other comprehensive loss (“AOCI”) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that $0.2 million will be reclassified from other comprehensive loss as an increase to interest expense. As of June 30, 2021 and December 31, 2020 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk: June 30, 2021 December 31, 2020 Interest Rate Derivative Number of Notional Amount Number of Notional Amount Interest Rate “Pay-fixed” Swaps 1 $ 125,000 1 $ 125,000 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 and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Amount of gain (loss) recognized in AOCI on interest rate derivatives $ (502) $ — $ 1,919 $ — Amount of (loss) reclassified from AOCI into income as interest expense $ (71) $ — $ (134) $ — Total amount of interest expense presented in the consolidated income statements $ 20,361 $ 18,801 $ 39,695 $ 37,907 Non-Designated Hedges These derivatives are used to manage the Company’s exposure to interest rate movements, but do not meet the strict hedge accounting requirements to be classified as hedging instruments or derivatives that the Company has not elected to treat as hedges for purposes of administrative ease. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. The Company recorded an immaterial loss on non-designated hedging relationships. during the quarter ended June 30, 2021. The Company did not record any gains or losses during the quarter ended June 30, 2020 since the Company did not have any derivatives that were not designated as hedges of in qualifying hedging relationships during those years. As of June 30, 2021 the Company had the following outstanding derivatives that were not designated as hedges under qualifying hedging relationships. June 30, 2021 December 31, 2020 Interest Rate Derivative Number of Notional Amount Number of Notional Amount Interest Rate Cap 1 $ 34,000 1 $ 34,000 Offsetting Derivatives The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2021 and December 31, 2020. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Balance Sheet. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount June 30, 2021 $ 1,930 $ — $ — $ 1,930 $ — $ — 1,930 December 31, 2020 $ — $ (123) $ — $ (123) $ — $ — (123) Credit-risk-related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock As of June 30, 2021 and December 31, 2020, the Company had 117.7 million and 108.8 million shares, respectively, of Class A common stock outstanding including restricted shares of Class A common stock (“restricted shares”) and excluding LTIP Units. LTIP Units may ultimately be convertible into shares of Class A common stock in the future if certain conditions are met. In January, February and March of 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 common stock 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. The new common stock dividend rate became effective beginning with the Company’s April 1, 2020 dividend declaration. Historically, and through September 30, 2020, the Company declared dividends on its common stock based on monthly record dates and generally paid 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. On August 27, 2020, the Company’s board of directors approved a change in the Company’s Class A common stock dividend policy. The Company anticipates paying future dividends authorized by its board of directors on shares of Class A common stock on a quarterly basis in arrears on the 15th day of the first month following the end of each fiscal quarter (unless otherwise specified) to Class A common stockholders of record on the record date for such payment. This change affected the frequency of dividend payments only, and did not impact the annualized dividend rate on Class A common stock of $0.85. 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 June 30, 2021 and 2020 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 sold 8,634,223 shares of Class A common stock through its Class A Common Stock ATM program during the three and six months ended June 30, 2021, which generated $78.3 million of gross proceeds, and net proceeds of $77.0 million after commissions and fees of $1.3 million. The Company did not sell any shares under the Class A Common Stock ATM Program during the three and six months ended June 30, 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 12,796,000 as authorized shares of its Series A Preferred Stock, 120,000 as authorized shares of its Series B Preferred Stock, $0.01 par value per share (“Series B Preferred Stock”) and 11,536,000 as authorized shares of its Series C Preferred Stock as of June 30, 2021 and December 31, 2020. The Company had 7,933,711 and 7,842,008 shares of Series A Preferred Stock issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. No shares of Series B Preferred Stock were issued or outstanding as of June 30, 2021 or December 31, 2020. The Company had 4,594,498 and 3,535,700 shares of its Series C Preferred Stock issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. 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 2019 and was then increased again to $200.0 million in January 2021. The Company did not sell any shares of Series A Preferred Stock during the three months ended June 30, 2021. During the six months ended June 30, 2021, the Company sold 91,703 shares under the Series A Preferred Stock ATM Program for gross proceeds of $2.3 million and net proceeds of $2.3 million, after commissions paid of approximately $35,000. The Company did not sell any shares of Series A Preferred Stock during the three months ended June 30, 2020. During the six months ended June 30, 2020, the Company sold 802,459 shares of Series A Preferred Stock through the Series A Preferred Stock ATM Program for gross proceeds of $20.3 million and net proceeds of $20.0 million, before commissions paid of approximately $0.3 million. ATM Program — Series C Preferred Stock In January 2021, the Company established an “at the market” equity offering program for its Series C Preferred Stock (the “Series C 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 C Preferred Stock having an aggregate offering price of up to $200.0 million. During the three months ended June 30, 2021, the Company sold 494,697 shares under the Series C Preferred Stock ATM Program for gross proceeds of $12.3 million and net proceeds of $11.7 million, after commissions and fees paid of approximately $0.6 million. During the six months ended June 30, 2021, the Company sold 1,058,798 shares under the Series C Preferred Stock ATM Program for gross proceeds of $26.5 million and net proceeds of $25.6 million, after commissions and fees paid of approximately $0.9 million. Stockholder Rights Plan In April 2020 the Company announced that its board of directors approved a stockholder rights plan (the “Plan”) to protect the long-term interests of the Company. The Company adopted the Plan 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. 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 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 was set to expire on April 12, 2021, however, in February 2021, the Company amended the rights agreement to extend the expiration date of the rights under the plan from April 2021 to April 2024 unless earlier exercised, exchanged, amended, redeemed or terminated. Non-Controlling Interest Non-controlling interests resulted from the issuance of OP Units in conjunction with the merger with American Realty Capital-Retail Centers of America, Inc. (“RCA”) in February 2017 (the “Merger”) and were recognized at fair value as of the effective time of the Merger on February 16, 2017. In addition, under the 2018 OPP, the OP issued LTIP Units, which are also reflected as part of non-controlling interest as of June 30, 2021 and December 31, 2020. The LTIP Units issued pursuant to the 2021 OPP were not reflected as part of non-controlling interest as of June 30, 2021. See Note 12 — Equity Based Compensation - Multi-Year Outperformance Agreement for more information regarding the LTIP Units and related accounting. On May 4, 2021, the Company’s independent directors, acting as a group, authorized the issuance of a new award of LTIP Units pursuant to the 2021 OPP to the Advisor after the performance period under the 2018 OPP expired on July 19, 2021. This resulted in $1.9 million of additional expense related to equity-based compensation during the three months ended June 30, 2021 and a corresponding liability was accrued, which is included in accounts payable and accrued expenses on the consolidated balance sheet as of June 30, 2021. Accordingly, they are not yet reflected in non-controlling interest on the Company’s balance sheet or statement of equity as of June 30, 2021. For additional information, see Note 14 — Subsequent Events relating to the accounting impacts of (i) the end of the performance period under the 2018 OPP and the forfeiture of all LTIP Units awarded thereunder, and (ii) the beginning of the performance period under the 2021 OPP and the grant of an award of LTIP Units thereunder. As of June 30, 2021 and December 31, 2020, non-controlling interest is comprised of the following components: (In thousands) June 30, 2021 December 31, 2020 Non-controlling interest attributable to LTIP Units $ 34,245 $ 28,317 Non-controlling interest attributable to Class A Units 2,181 2,205 Total non-controlling interest $ 36,426 $ 30,522 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
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 seven of its properties. The ground leases have lease durations, including assumed renewals, ranging from 16.5 years to 34.2 years as of June 30, 2021. As of June 30, 2021, the Company’s balance sheet includes operating lease right-of-use assets and operating lease liabilities of $18.3 million and $19.2 million, respectively. In determining operating ROU assets and lease liabilities for the Company’s existing operating leases upon the initial adoption of the new lease guidance in 2019, as well as for new operating leases entered into after adoption, the Company estimated an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. Because 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 did not enter into any additional ground leases during the three months ended June 30, 2021. The Company’s operating ground leases have a weighted-average remaining lease term, including assumed renewals, of 27.5 years and a weighted-average discount rate of 7.5% as of June 30, 2021. For the three and six months ended June 30, 2021, the Company paid cash of $0.3 million and $0.7 million, respectively, for amounts included in the measurement of lease liabilities and recorded expense of $0.5 million and $0.9 million , respectively. F or the three and six months ended June 30, 2020, the Company paid cash of $0.3 million and $0.7 million recorded expense of $0.5 million and $0.9 million, respectively. The lease expense is recorded on a straight-line basis in property operating expenses in the consolidated statements of operations and comprehensive loss. The following table reflects the base cash rental payments due from the Company as of June 30, 2021: (In thousands) Future Base Rent Payments 2021 (remainder) $ 827 2022 1,532 2023 1,549 2024 1,560 2025 1,598 Thereafter 44,358 Total lease payments 51,424 Less: Effects of discounting (32,210) Total present value of lease payments $ 19,214 Litigation and Regulatory Matters 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, and both individuals who previously served as the Company’s chief executive officer and chair of the board of directors (the “Former Chairmen”). 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 the Former Chairmen 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 the Former Chairmen. The complaint seeks unspecified damages, rescission of the Company’s advisory agreement with the Advisor (the “Advisory Agreement”) (or severable portions thereof) which became effective when the Merger became effective, and a declaratory judgment that certain provisions of the 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, and the plaintiff appealed. 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, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. All of the directors immediately prior to the Merger, except for David Gong, currently serve as directors of the Company. The complaint alleged 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 asserted violations of Section 11 of the Securities Act of 1933, as amended (the “Securities Act”) against the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen— under Section 15 of the Securities Act. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement. 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 Company’s then effective distribution reinvestment plan, against the Company, AR Global, the Advisor, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The complaint alleged that the April and December 2016 registration statements pursuant to which class members purchased shares contained materially incomplete and misleading information. The complaint asserted violations of Section 11 of the Securities Act against the Company, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability against the Advisor, AR Global and the Former Chairmen under Section 15 of the Securities Act. The complaint sought unspecified damages and either rescission of the Company’s sale of stock or rescissory damages. 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, the Former Chairmen, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger. The complaint alleged 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 asserted violations of Section 11 of the Securities Act against the Company, the Company’s chief financial officer at the time of the Merger and each of the Company’s directors immediately prior to the Merger, violations of Section 12(a)(2) of the Securities Act against the Company and the Company’s current chief executive officer, president and chair of the board of directors, and control person liability under Section 15 of the Securities Act against the Advisor, AR Global, and the Former Chairmen. The complaint sought unspecified damages and rescission of the Company’s sale of stock pursuant to the registration statement. 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 St. Clair-Hibbard the motions to dismiss, 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. After the parties completed briefing on this motion, the United States Court of Appeals for the Second Circuit issued its decision affirming dismissal of the St. Clair-Hibbard action. Plaintiffs moved to amend their complaint, purportedly to limit it to claims still viable in spite of the results of the federal action. The proposed second amended complaint no longer contains direct claims against the Company. Instead, plaintiffs seek to pursue state law claims derivatively against the Advisor, AR Global, the Company’s initial chief executive officer and chair of the board of directors, the Company’s current directors and David Gong, a former director, with the Company as a nominal defendant. Plaintiffs’ motion to amend has been fully briefed, and oral argument was held in November 2020. The parties are now awaiting a decision from the Court. The Company believes that the proposed second amended complaint is without merit and intends to defend against it 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. There are no other material legal or regulatory proceedings pending or known to be contemplated against the Company. During the three months ended June 30, 2021 and 2020, the Company incurred legal costs related to the above litigation of approximately $4,000 and $0.3 million, respectively, and for the six months ended June 30, 2021 and 2020, the Company incurred legal costs related to the above litigation of approximately $30,000 and $0.5 million, respectively. A portion of these litigation costs are subject to a claim for reimbursement under the insurance policies maintained by the Company (the “Policies”), and during the three months ended March 31, 2020, reimbursements of $9,000 were received and recorded in other income in the consolidated statements of operations and comprehensive loss. There were no such reimbursements recorded thereafter. The Company may receive additional reimbursements in the future. However, the Policies are subject to other claims that have priority over the Company’s claim for reimbursement, and the Company therefore does not believe it is likely to recover any additional reimbursements. 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 The initial term of the Advisory Agreement expires on April 29, 2035. This term is automatically renewed for successive 20-year terms upon expiration unless the 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 Advisory Agreement or (b) any material breach of the 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 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. The Advisory Agreement grants the Company the right to internalize the services provided under the Advisory Agreement (“Internalization”) and to terminate the 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. 2019 Advisory Agreement Amendment On March 18, 2019, the Company entered into Amendment No.2 to the Advisory Agreement, by and among the OP and the Advisor. Amendment No.2 revised the section of the Advisory Agreement specifically related to reimbursable administrative service expenses, including reasonable salaries and wages, benefits and overhead of all 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 Advisory Agreement, by and among the OP and the Advisor. Amendment No.3 revised the section of the 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. 2021 Advisory Agreement Amendment On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement with the Advisor to extend the expiration of the modified quarterly thresholds established by Amendment No. 3 to the Advisory Agreement. The Company must reach these thresholds on a quarterly basis for the Advisor to receive the variable management fee from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021. 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, 2020. The Company incurred $5,000 and $19,000 of acquisition expenses and related cost reimbursements for the three and six months ended June 30, 2021, respectively, and $23,000 and $0.1 million for the three and six months ended June 30, 2020, respectively. Asset Management Fees and Incentive Variable Management Fees The Company pays the Advisor a base management fee, which includes a fixed and variable portion, and, if certain performance thresholds are met, an incentive variable management fee. Under the Advisory Agreement, the fixed portion of the base management fee is $24.0 million annually. 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 venture, (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 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. The Company incurred $7.9 million and $15.2 million during the three and six months ended June 30, 2021, respectively, and $6.9 million $13.8 million for the three and six months ended June 30, 2020, respectively, in base management fees (including both the fixed and variable portion). In addition, under the Advisory Agreement, the Company is required to pay the Advisor an incentive variable management fee. For the quarter ended March 31, 2020, 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 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 Advisory Agreement, for the quarters ending June 30, 2020, September 30, 2020 and December 31, 2020, the low and high thresholds were reduced from $0.275 and $0.3125, respectively, to $0.23 and $0.27, respectively. On January 13, 2021, the Company entered into Amendment No. 4 to the Advisory Agreement to extend the expiration of these thresholds from the end of the fiscal quarter ended December 31, 2020 to the end of the fiscal quarter ending December 31, 2021 in light of the continued economic impact of the COVID-19 pandemic. 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 incurred incentive variable management fees of $0.6 million and $0.7 million during the three and six months ended June 30, 2021, respectively. No incentive variable management fees were incurred during the three and six months ended June 30, 2020. 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 Net Lease Mortgage Notes, the Issuers have entered into the Property Management and Servicing Agreement (as amended from time to time, the “ABS Property Management Agreement”), with the Property Manager, KeyBank National Association (“KeyBank”), as back-up property manager, and Citibank, N.A. as indenture trustee. See Note 4 — Mortgage Notes Payable, Net for additional information regarding the Notes. 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 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 a one-time transition fee 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, unless they are subject to a separate agreement with the Property Manager. The Net Lease Property Management Agreement 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 a loan secured by four properties leased to Stop & Shop, the Company entered into a property management and leasing agreement with the Property Manager with respect to the four properties, 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. In July 2020, in connection with the loan agreement with Column Financial, Inc., all but one of the Company’s borrower subsidiaries entered into a new property management and leasing agreement with the Property Manager with respect to all but one of the mortgaged properties, all of which are double- and triple-net leased single-tenant properties. The Company’s other double- and triple-net leased single-tenant properties, including the one mortgaged property excluded from the new property management and leasing agreement, are managed by the Property Manager pursuant to the Net Lease Property Management Agreement. The new property management and leasing agreement is identical to the Net Lease Property Management Agreement, except that the new property management and leasing agreement does not permit the Property Manager to subcontract its duties to third parties. The current term of the Net Lease Property Management Agreement ends on October 1, 2021, and is automatically renewed for successive one-year terms unless terminated 60 days prior to the end of a term or terminated for cause. On November 4, 2020, in light of the investment to be made by the Property Manager and its affiliates in property management infrastructure for the benefit of the Company and its subsidiaries, the Company amended each of the Multi-Tenant Property Management Agreement and the Multi-Tenant Leasing Agreement to reflect that each agreement will expire on the later of (i) November 4, 2025 and (ii) the termination date of the Advisory Agreement. These agreements with the Property Manager may only be terminated for cause prior to the end of the term. Prior to the amendments, the term of these agreements would have ended on October 1, 2021, 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 Issuers are required to reimburse any of these payments or advances. Pursuant to the ABS Property Management Agreement, as amended and restated in connection with the issuance of the 2021 Net Lease Mortgage Notes in June 2021, for all properties that are not specially serviced, the Issuers are required to pay the Property Manager a monthly fee equal to the product of (i) one-twelfth of 0.25% and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of the properties that are a part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, for all properties that were not specially serviced, the Issuers were 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. 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 one-twelfth of 0.75% and (ii) the lower of (a) the aggregate allocated loan amounts and (b) the aggregate collateral value of all the specially serviced properties that are part of the collateral pool. Prior to the amendment and restatement of the ABS Property Management Agreement, the monthly fee for specially serviced properties was 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 has retained KeyBank as a sub-manager pursuant to a separate sub-management agreement pursuant to which KeyBank provides certain services that 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 were passed through and ultimately paid to Lincoln Retail REIT Services, LLC (“Lincoln”) as a result of the Advisor’s prior arrangements with Lincoln to provide services to the Advisor in connection with the Company’s multi-tenant retail properties that are not net leased. The Advisor’s agreement with Lincoln expired in February 2021 and was not renewed. The expiration of the agreement with Lincoln did not affect the responsibilities and obligations of the Advisor or the Property Manager to the Company under the Company’s agreements with them. These reimbursements are 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. During the three and six months ended June 30, 2021, the Company incurred $1.9 million and $4.2 million, respectively, of reimbursement expenses from to the Advisor providing administrative services and $2.2 million and $4.6 million of these expenses during the three and six months ended June 30, 2020, respectively. 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 a limit on certain limitations. Beginning in 2019, under Amendment No. 2 to the Advisory Agreement, 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”) for each fiscal year is subject to a limit that is equal to the greater of: (a) (the “Fixed Component”); and a (b) variable component (the “Variable Component”). Both the Fixed Component and the Variable Component increase by an annual cost of living adjustment equal to the greater of (x) 3.0% and (y) the CPI, as defined in the amendment for the prior year ended December 31. Initially, for the year ended December 31, 2019: (a) the Fixed Component was equal to $7.0 million; and (b) the Variable Component was equal to: (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%. If the Company sells real estate investments aggregating an amount equal to or more than 25% of Real Estate Cost 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 Advisory Agreement), then within 12 months following the disposition(s), the Advisory Agreement requires the Advisor and the Company to negotiate in good faith 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 refinancing and reinvesting the proceeds thereof in Investments, the Advisory Agreement requires these negotiations within 90 days thereof, in each case taking into account reasonable projections of reimbursable costs in light of the reduced assets of the Company. As part of this reimbursement, the Company paid approximately $2.7 million in 2019 to the Advisor or its affiliates as reimbursement for bonuses of employees of the Advisor or its affiliates who provided administrative services during such calendar year, prorated for the time spent working on matters relating to the Company. The Company does not reimburse the Advisor or its affiliates for any bonus amounts relating to time dedicated to the Company by Edward M. Weil, Jr., the Company’s Chief Executive Officer. The Advisor formally awarded 2019 bonuses to employees of the Advisor or its affiliates in September 2020 (the “2019 Bonus Awards”), which were comprised of cash and restricted shares (for additional information on the restricted shares issued to these employees, see Note 12 — Equity-Based Compensation) . The original $2.7 million estimate for bonuses recorded and paid to the Advisor in 2019 exceeded the cash portion of the 2019 Bonus Awards to be paid to employees of the Advisor or its affiliates by $1.4 million and to be reimbursed by the Company. As a result, during the three months ended September 30, 2020, the Company recorded a receivable from the Advisor of $1.4 million in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses. Pursuant to authorization by the independent members of the Company’s board of directors, the $1.4 million receivable is payable to the Company over a 10-month period from January 2021 through October 2021. During the three and six months ended June 30, 2021, approximately $0.4 million and $0.8 million, respectively, of this amount was received. During the three months ended June 30, 2021, the Advisor finalized the amounts and form of the 2020 bonuses previously estimated (the “2020 Bonus Awards”) to be paid to the employees of the Advisor or its affiliates who provided administrative services during such calendar year, prorated for the time spent working on matters relating to the Company. The 2020 Bonus Awards are paid over an eleven-month period from June 2021 to April 2022. The final amounts exceeded the amounts previously paid by the Company to the Advisor for estimated 2020 bonuses by approximately $1.4 million for the following reasons (i) forfeitures of bonuses related to employees of the Advisor or its affiliates who were terminated or resigned prior to payment (including the Company’s former chief financial officer), (ii) payment of a portion of bonuses in the form of restricted shares (which is recorded as equity-based compensation expense) and (iii) a general reduction in final bonuses for remaining personnel of the Advisor or its affiliates due to on-going negative impacts of the COVID-19 pandemic. As a result, during the three months ended June 30, 2021, the Company recorded a receivable from the Advisor of $1.4 million, which is recorded in prepaid expenses and other assets on the consolidated balance sheet and a corresponding reduction in general and administrative expenses. The Advisor paid the $1.4 million receivable to the Company in August 2021. Reimbursements for the cash portion of 2020 bonuses to employees of the Advisor or its affiliates were expensed and reimbursed on a monthly basis during 2020, and 2021 bonuses continue to be expensed and reimbursed on a monthly basis during 2021 in accordance with the cash bonus estimates provided by the Advisor. Generally, prior to the 2019 Bonus Awards, employee bonuses have been formally awarded to employees of the Advisor or its affiliates in March as an all-cash award and paid out by the Advisor in the year subsequent to the year in which services were rendered to the Company. 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 former arrangements with Lincoln: Three Months Ended June 30, Six Months Ended June 30, Payable (Receivable) as of (In thousands) 2021 2020 2021 2020 June 30, December 31, Non-recurring fees and reimbursements: Acquisition cost reimbursements (1) $ 5 $ 23 $ 19 $ 87 $ 5 $ 96 Ongoing fees: Asset management fees to related party 7,918 6,918 15,243 13,823 620 177 Property management and leasing fees (2) 1,631 1,230 6,075 2,700 627 — Professional fees and other reimbursements (3) 2,302 2,649 3,723 5,353 (86) (77) Professional fee credit due from Advisor (1,444) — (1,444) — (2,003) (4) (1,862) (4) Total related party operating fees and reimbursements $ 10,412 $ 10,820 $ 23,616 $ 21,963 $ (837) $ (1,666) ______ (1) Amounts for the six months ended June 30, 2021 and 2020 included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss. (2) Amounts for the six months ended June 30, 2021 and 2020 are included in property operating expenses in the consolidated statements of operations and comprehensive loss with the exception of approximately $2.0 million of leasing fees incurred in the six months ended June 30, 2021 which were capitalized, and are included in prepaid expenses and other assets in the consolidated balance sheet. Leasing fees are ultimately paid to a third party. (3) Amounts for the three and six months ended June 30, 2021 and 2020 are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. Includes amounts for directors and officers insurance. |
Economic Dependency
Economic Dependency | 6 Months Ended |
Jun. 30, 2021 | |
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 | 6 Months Ended |
Jun. 30, 2021 | |
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. Under the Individual Plan, the Company may only make awards to its 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, under the Advisor Plan the Company may only make awards 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, remained 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, expiring on July 19, 2028. 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. Holders of restricted shares may receive non-forfeitable 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. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Prior to June 30, 2020, the Company only granted restricted shares to the Company’s directors. However, during the third quarter of 2020, and the first and second quarters of 2021, the Company granted 309,475, 52,778 and 225,500 restricted shares, respectively, to employees of the Advisor or its affiliates who are involved in providing services to the Company, including the Company’s chief financial officer. No awards may be made to anyone who is also a partner, member or equity owner of the parent of the Advisor. The restricted shares granted to the Company’s directors vest on a straight-line basis over periods of 1 year to 5 years from the date of grant and 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 held by the Company’s directors 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. The restricted shares granted to employees of the Advisor or its affiliates vest in 25% increments on each of the first four anniversaries of the grant date. Except in connection with a change in control (as defined in the award agreement) of the Company, any unvested restricted shares will be forfeited if the holder’s employment with the Advisor terminates for any reason. Upon a change in control of the Company, 50% of the unvested restricted shares will immediately vest and the remaining unvested restricted shares will be forfeited. The following table reflects the activity of restricted shares for the three months ended June 30, 2021: Number of Shares of Common Stock Weighted-Average Grant Price Unvested, December 31, 2020 400,872 $ 7.62 Granted (1) 313,474 9.40 Vested (177,138) 8.32 Forfeited (19,875) 6.86 Unvested, June 30, 2021 517,333 8.49 ________ (1) Includes restricted shares granted to the Company’s former chief financial officer in February 2021 (see below for additional information). As of June 30, 2021, the Company had $3.6 million of unrecognized compensation cost related to unvested restricted share awards granted, which is expected to be recognized over a weighted-average period of 3.4 years. The fair value of the restricted shares is being expensed in accordance with the service period required. Compensation expense related to restricted shares is included in equity-based compensation on the accompanying consolidated statements of operations and comprehensive loss. Compensation expense related to restricted shares was approximately $0.4 million for the three months ended June 30, 2021 and $0.3 million for the three months ended June 30, 2020. The higher expense recorded in the first quarter of 2021 was due to the accelerated vesting of restricted shares previously awarded to the Company’s former chief financial officer, as well as expense from an additional grant of restricted shares awarded to the Company’s former chief financial officer in February 2021 (see additional discussion below). On February 26, 2021, the Company’s board of directors approved an amendment to the award agreement for 69,875 restricted shares previously awarded to the Company’s former chief financial officer. These restricted shares had been scheduled to vest in 25% increments on each of the first four anniversaries of the grant date (September 15, 2020), however, in accordance with the amendment, these shares fully vested upon the effectiveness of the resignation of the Company’s former chief financial officer on April 9, 2 021. This was treated as a modification of the award of these restricted shares and, in addition to accelerating the original expense, the Company was also required to calculate excess of the new value of those awards on the date of modification over the fair value of the awards immediately prior to the amendment and record such excess as expense through April 9, 2021. In addition, also on February 26, 2021, the Comp any’s board of directors granted the Company’s former chief financial officer an additional award of 52,778 restricted shares that also fully vested on upon the effectiveness of her resignation on April 9, 2021. The acceleration of vesting of the prior grant and the new grant resulted in approximately $1.1 million of increased equity-based compensation expense recorded during the six months ended June 30, 2021. 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 June 30, 2021 or 2020. Multi-Year Outperformance Agreements 2021 OPP On May 4, 2021, the Company’s independent directors, acting as a group, authorized an award of LTIP Units under the 2021 OPP after the performance period under the 2018 OPP expired on July 19, 2021, and, on July 21, 2021, the Company, the OP and the Advisor entered into the 2021 OPP (see below for additional information on the 2018 OPP, including information on the LTIP Units granted and earned thereunder). Based on a maximum award value of $72.0 million and the Initial Share Price, which was determinable on July 20, 2021, the Advisor was granted a total of 8,528,885 LTIP Units pursuant to the 2021 OPP. These LTIP Units may be earned and become vested based on the Company’s total shareholder return (“TSR”), including both share price appreciation and reinvestment of Class A common stock dividends, compared to the Initial Share Price over a performance period commencing on July 20, 2021 and ending on the earliest of (i) July 20, 2024, (ii) the effective date of any Change of Control (as defined in the Advisor Plan) and (iii) the effective date of any termination of the Advisor’s services as the Company’s advisor. The amortization of the fair value of the LTIP Units that were granted will be recorded evenly over the requisite service period which is approximately 38.5 months from May 4, 2021, the date that the Company’s independent board of directors approved the award of LTIP Units under the 2021 OPP, through July 20, 2024, the end of the performance period. As of June 30, 2021, the number of LTIP Units to be granted under the 2021 OPP was not yet determined because the Initial Share Price was not determinable until July 20, 2021. Accordingly, as of June 30, 2021 the award of LTIP Units under the 2021 OPP was classified as a liability award and a liability of approximately $1.9 million was reflected in equity based compensation expense and accounts payable as of that date representing the pro rata share of the June 30, 2021 estimated value accrued over the service period from May 4, 2021 (date of grant) to July 20, 2024 (end of the performance period). As of July 20, 2021, the Initial Share Price and the number of LTIP Units to be granted under the 2021 OPP became known and the award of LTIP Units under the 2021 OPP will be reclassified as an equity award with any change in value and cumulative effect thereof, reflected income and equity statements at that time. 2018 OPP 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 30th 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 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 was 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 July 19, 2021. The LTIP Units issued pursuant to the 2018 OPP could be earned by the Advisor based on the Company’s achievement of threshold, target and maximum performance goals based on the Company’s absolute and relative TSR over a three-year performance period that ended on July 19, 2021. Prior to the issuance of LTIP Units pursuant to the 2021 OPP, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company or the OP. Compensation Expense - 2021 OPP and 2018 OPP During the three and six months ended June 30, 2021, the Company recorded equity-based compensation expense related to the LTIP Units of $4.9 million and $7.9 million, respectively, which includes $1.9 million of additional expense relating to the 2021 OPP. As LTIP Units awarded under the 2021 OPP had not been issued as of June 30, 2021, a liability has been recorded until their issuance, which is included in accounts payable and accrued expenses in the unaudited consolidated balance sheet. These expenses are recorded in equity-based compensation in the unaudited consolidated statements of operations and comprehensive loss. As of June 30, 2021, the Company had $0.6 million of unrecognized compensation expense related to the LTIP Units awarded under the 2018 OPP which is expected to be recognized over a period of 0.1 years, and $37.2 million of unrecognized compensation expense related to the LTIP Units awarded under the 2021 OPP which is expected to be recognized over a period of 3.1 years. LTIP Units Distributions/Redemptions The rights of the Advisor as the holder of the LTIP Units are governed by the terms of the LTIP Units set forth in the agreement of limited partnership of the OP. Holders of LTIP Units are 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. Distributions paid on a Class A Unit are equal to dividends paid on a share of Class A common stock. Distributions paid on LTIP Units 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. The Advisor is entitled to a priority catch-up distribution on each earned LTIP Unit equal to 90% of the aggregate distributions paid on Class A Units during the applicable performance period. Any LTIP Units that are earned become entitled to receive the same distributions paid on Class A Units. If and when the Advisor’s capital account with respect to an earned LTIP Unit is equal to the capital account balance of a Class A Unit, the Advisor, as the holder of the earned LTIP Unit, in its sole discretion, is 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. For the three months ended June 30, 2021 and 2020, the Company paid distributions on the LTIP Units of $0.1 million and $0.1 million, respectively, which is recorded in the unaudited consolidated statement of changes in equity. Performance Measures As indicated above, on July 19, 2021, at the end of the performance period, the compensation committee of the Company’s board of directors determined that none of the 4,496,796 LTIP Units under the 2018 OPP had been earned. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company or the OP. With respect to one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the Company’s achievement of absolute TSR levels as shown in the table below. Performance Level Absolute TSR Percentage of LTIP Units Earned Number of LTIP Units Earned Below Threshold Less than 18 % 0 % 0 Threshold 18 % 25 % 1,066,110.625 Target 24 % 50 % 2,132,221.250 Maximum 36 % or higher 100 % 4,264,442.500 If the Company’s absolute TSR is more than 18% but less than 24%, or more than 24% but less than 36%, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively. With respect to the remaining one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group(consisting of Broadstone Net Lease, Inc., Office Properties Income Trust, RPT Realty and Spirit Realty Capital, Inc. as of the last day of the performance period as follows: Performance Level Relative TSR Excess Percentage of LTIP Units Earned Number of LTIP Units Earned Below Threshold Less than -600 Basis points 0 % 0 Threshold -600 Basis points 25 % 1,066,110.625 Target 0 Basis points 50 % 2,132,221.250 Maximum +600 Basis points 100 % 4,264,442.500 If the relative TSR excess is more than -600 basis points but less than zero basis points, or more than zero basis points but less than +600 basis points, the number of LTIP Units that become earned is determined using linear interpolation as between those tiers, respectively. Other Terms In the case of a Change of Control or a termination of the Advisor without Cause (as defined in the Advisory Agreement), the number of LTIP Units that become earned will be calculated 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 prorated to reflect a performance period of less than three years but without prorating the number of LTIP Units that may become earned to reflect the shortened performance period. In the case of a termination of the Advisor for Cause, the number of LTIP Units that become earned will be calculated based on actual performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR and the number of LTIP Units that may become earned each prorated to reflect a performance period of less than three years. Pursuant to the terms of the Advisor Plan, the LTIP Units will be administered by the Company’s board or a committee thereof, defined as the “Committee” in the Advisor Plan. Promptly following the performance period, the Committee will, except in certain circumstances, determine the number of LTIP Units earned (if any) based on calculations prepared by an independent consultant engaged by the Committee and as approved by the Committee in its reasonable and good faith discretion. The Committee also must approve the transfer of any LTIP Units or any Class A Units into which LTIP Units may be converted in accordance with the terms of the agreement of limited partnership of the OP. Any LTIP Units that are not earned will automatically be forfeited effective as of the end of the performance period and neither the Company nor the OP will be required to pay any future consideration in respect thereof. 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. If the Company did so, there would be 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 six months ended June 30, 2021 and 2020. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the basic and diluted net loss per share computations: Three Months Ended June 30, Six Months Ended June 30, (In thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss attributable to common stockholders — Basic and Diluted $ (7,405) $ (21,803) $ (16,816) $ (30,956) Weighted-average shares outstanding — Basic and Diluted 110,898,056 108,386,013 109,674,113 108,375,048 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.07) $ (0.20) $ (0.15) $ (0.29) 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. If dilutive, 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 June 30, 2021 and 2020 based on shares that would be issued if the balance sheet date were the end of the measurement period. No LTIP Unit share equivalents were included in the computation for the three and six months ended June 30, 2021 and 2020 because no LTIP Units would have been earned based on the trading price of Class A common stock including any cumulative dividends paid (since inception of the OPP) at June 30, 2021 and 2020. If dilutive, conditionally issuable shares relating to the 2021 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 June 30, 2021 based on shares that would be issued if the balance sheet date were the end of the measurement period. The number of LTIP Units to be granted under the 2021 OPP was as yet undetermined as of June 30, 2021 since the Initial Share Price and number of LTIP Units to be granted under the 2021 OPP were not determinable until July 20, 2021. The number of LTIP Units to be granted under the 2021 OPP was not estimated since conditionally issuable shares relating to the 2021 OPP award are excluded from EPS because the Company is operating at a loss and inclusion would be anti-dilutive. 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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unvested restricted shares (1) 403,999 131,331 402,354 121,252 Class A Units (2) 172,921 172,921 172,921 172,921 LTIP Units (3) 4,496,796 4,496,796 4,496,796 4,496,796 Total 5,073,716 4,801,048 5,072,071 4,790,969 _______ (1) Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 517,334 and 127,032 unvested restricted shares outstanding as of June 30, 2021 and 2020, respectively. (2) Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of June 30, 2021 and 2020. (3) Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of June 30, 2021 and 2020. Does not include 8,528,885 LTIP Units issued to the Advisor pursuant to the 2021 OPP on July 21, 2021. For more information see Note 12 — Multi-Year Outperformance Agreements— 2021 LTIP Unit Award . Prior to the issuance of LTIP Units pursuant to the 2021 OPP, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
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 were not any material events that have occurred that would require adjustments to, or disclosures in, the consolidated financial statements except those stated below: Acquisitions Subsequent to June 30, 2021 Subsequent to June 30, 2021, the Company acquired 13 properties at an aggregate contract purchase price of $56.5 million. These acquisitions were funded with net proceeds from our equity ATM programs. 2018 LTIP Award Upon the end of the measurement period on July 19, 2021, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 LTIP Award Agreement had been earned under either the absolute or relative thresholds. These LTIP Units were thus automatically forfeited effective as of July 19, 2021, without the payment of any consideration by the Company. On that date, the Company reclassified amounts reflected in non-controlling interest for these LTIP Units to additional paid in capital on its balance sheet and statement of equity. 2021 LTIP Award On July 21, 2021, the Company and the Advisor entered into the 2021 OPP. Based on a maximum award value of $72.0 million and the Initial Share Price of $8.4419, which was determinable on July 20, 2021, the Advisor was granted a total of 8,528,885 LTIP Units pursuant to the 2021 OPP. On July 20, 2021, the award of LTIP Units under the 2021 OPP was reclassified from a liability award to an equity award. The fair value of the award as of July 20, 2021 was determined to be $40.8 million. 2020 Bonus Award The Company received its $1.4 million receivable from the Advisor relating to the overpayment of 2020 Bonus Awards in August, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
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 and six month periods ended June 30, 2021 and 2020 are not necessarily indicative of the results for the entire year or any subsequent interim periods. |
Principles of Consolidation | 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. Except for the OP, as of June 30, 2021 and December 31, 2020, the Company had no interests in entities that were not wholly owned. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, and fair value measurements, as applicable. |
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 June 30, 2021, these leases had an average remaining lease term of approximately 8.5 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, the 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. Under ASC 842, the Company elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For comparative purposes, the Company also elected to reflect prior revenue and reimbursements reported under ASC 842 also on a single line. 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 over the next five years and 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 June 30, 2021: (In thousands) Future Base Rent Payments 2021 (remainder) $ 135,529 2022 268,361 2023 254,982 2024 237,982 2025 219,597 2026 202,654 Thereafter 1,178,480 $ 2,497,585 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 and six months ended June 30, 2021, such amounts were $0.4 million and $0.6 million, respectively, and for the three and six months ended June 30, 2020, such amounts were $0.1 million and $0.3 million, respectively. 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 leasing standard adopted on January 1, 2019 (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 not 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 beginning on January 1, 2019, in accordance with new accounting rules, on the accompanying consolidated statements of operations and comprehensive income (loss) in the period the related costs are incurred, as applicable. In the second, third and fourth quarters of 2020 and the first and second quarters of 2021, this assessment included 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. The assessment included all of the Company’s tenants with a focus on the Company’s multi-tenant retail properties which have been more negatively impacted by the COVID-19 pandemic than the Company’s single-tenant properties. |
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 the asset acquired to determine if the transaction is a business combination or 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 quarters ended June 30, 2021 and 2020. 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 June 30, 2021, one property located in Ellicott City, Maryland with a carrying value of $1.4 million was considered held for sale, and as of December 31, 2020, the Company had no properties classified as held for sale. 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 the Company continued to account for them as operating leases under the transition guidance. The Company evaluates new leases originated after the adoption date (by the Company or by a predecessor lessor/owner) pursuant to the new guidance 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. During the three and six months ended June 30, 2021 or year ended December 31, 2020, the Company had no leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules. The Company is also the lessee under certain land leases which were previously classified prior to adoption of lease accounting and will continue to be classified as operating leases under transition elections unless subsequently modified. 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 and 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 and six month periods ended June 30, 2021 and 2020 were asset acquisitions. For acquired properties with leases classified as operating leases, the Company allocates the purchase price 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. The Company estimates fair value using 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, fair market lease rates, discount rates, and land values per square foot. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. 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 |
Gain on Sale/Exchange of Real Estate Investments | Gain on Sale/Exchange of Real Estate Investments Gains on sales of rental real estate are not considered sales to customers and are generally recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610-20”). In accordance with ASC 845-10, Accounting for Non-Monetary Transactions, if a nonmonetary exchange has commercial substance, the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain it, and a gain or loss shall be recognized on the exchange. |
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, five 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 of the lease 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 | 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. Upon termination of an above or below-market lease any unamortized amounts would be recognized in the period of termination. |
Equity-Based Compensation | Equity-Based Compensation The Company has stock-based plans under which its directors, officers and other employees of the Advisor or its affiliates who are involved in providing services to the Company are eligible to receive awards. Awards granted thereunder are 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 the equity-based compensation line item of the consolidated statements of operations 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, $0.01 par value per share (“Class A common stock”) on The Nasdaq Global Select Market (“Nasdaq”) 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 were market-based awards with a related required service period. In accordance with ASC 718, the LTIP Units were valued at their grant date and that value was reflected as a charge to earnings evenly over the service period. The expense for the LTIP Units was included in the equity-based compensation line item of the consolidated statements of operations. The cumulative expense is reflected as part of non-controlling interest in the Company’s balance sheets and statements of equity. |
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 AccountingFor 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted as of January 1, 2020: 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. 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. Pending Adoption: In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815) . The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and amends the guidance for the derivatives scope exception for contracts in an entity's own equity. The standard also amends and makes targeted improvements to the related earnings per share guidance. The new standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The standard allows for either modified or full retrospective transition methods. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . Topic 848 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in Topic 848 is optional and may be elected over the period March 12, 2020 through December 31, 2022 as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to (i) the assertion that its hedged forecasted transactions remain probable and (ii) the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of the Company’s derivatives, which will be consistent with its past presentation. The Company will continue to evaluate the impact of the guidance and may apply other elections, as applicable, as additional changes in the market occur. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Lessor, Operating Lease, Payments to be Received, Maturity | As of June 30, 2021: (In thousands) Future Base Rent Payments 2021 (remainder) $ 135,529 2022 268,361 2023 254,982 2024 237,982 2025 219,597 2026 202,654 Thereafter 1,178,480 $ 2,497,585 |
Real Estate Investments (Tables
Real Estate Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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. Six Months Ended March 31, (Dollar amounts in thousands) 2021 (2) 2020 Real estate investments, at cost: Land $ 13,331 $ 23,798 Buildings, fixtures and improvements 49,968 67,537 Total tangible assets 63,299 91,335 Acquired intangible assets and liabilities: (1) In-place leases 8,281 11,287 Below-market lease liabilities (5,593) (400) Total intangible assets, net 2,688 10,887 Consideration paid for acquired real estate investments, net of liabilities assumed $ 65,987 $ 102,222 Number of properties purchased 24 34 ________ (1) Weighted-average remaining amortization periods for in-place leases and below-market lease liabilities acquired during the six months ended June 30, 2021 were 13.1 years and 19.6 years, respectively, as of each property’s respective acquisition date. No above-market lease assets were acquired during the six months ended June 30, 2021. (2) Includes a non-property acquisition of a parcel adjacent to one of the Company’s multi-tenant properties. |
Finite-lived Intangible Assets Amortization Expense | The following table presents amortization expense and adjustments to revenue from tenants and property operating expenses for intangible assets and liabilities during the periods presented: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 In-place leases, included in depreciation and amortization (1) $ 9,558 $ 10,341 $ 19,208 $ 23,337 Above-market lease intangibles $ (601) $ (638) $ (1,290) $ (1,402) Below-market lease liabilities 1,657 2,940 3,296 4,709 Total included in revenue from tenants $ 1,056 $ 2,302 $ 2,006 $ 3,307 Below-market ground lease asset (2) $ 8 $ 8 $ 16 $ 16 Above-market ground lease liability (2) — — — (1) Total included in property operating expenses $ 8 $ 8 $ 16 $ 15 ______ (1) Includes approximately $3.3 million in accelerated write-offs in the six months ended June 30, 2020 as a result of tenant lease terminations. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization expense and adjustments to revenue from tenants for intangible assets and liabilities for the next five years: (In thousands) 2021 (remainder) 2022 2023 2024 2025 In-place leases, to be included in depreciation and amortization $ 18,156 $ 33,779 $ 31,394 $ 28,745 $ 25,547 Above-market lease intangibles $ 1,146 $ 2,068 $ 1,765 $ 1,652 $ 1,288 Below-market lease liabilities (3,299) (6,368) (6,226) (6,031) (5,805) Total to be included in revenue from tenants $ (2,153) $ (4,300) $ (4,461) $ (4,379) $ (4,517) |
Mortgage Notes Payable, Net (Ta
Mortgage Notes Payable, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company’s mortgage notes payable, net as of June 30, 2021 and December 31, 2020 consisted of the following: Outstanding Loan Amount as of Effective Interest Rate as of Portfolio Encumbered Properties June 30, December 31, June 30, Interest Rate Maturity Anticipated Repayment (In thousands) (In thousands) 2019 Class A-1 Net Lease Mortgage Notes 98 $ 118,530 $ 119,084 3.83 % Fixed May 2049 May 2026 2019 Class A-2 Net Lease Mortgage Notes 106 120,949 121,000 4.52 % Fixed May 2049 May 2029 2021 Class A-1 Net-Lease Mortgage Notes 35 54,927 — 2.24 % Fixed May 2051 May 2028 2021 Class A-2 Net-Lease Mortgage Notes 61 94,873 — 2.83 % Fixed May 2051 May 2031 2021 Class A-3 Net-Lease Mortgage Notes 22 35,000 — 3.07 % Fixed May 2051 May 2028 2021 Class A-4 Net-Lease Mortgage Notes 35 55,000 — 3.65 % Fixed May 2051 May 2031 Total Net Lease Mortgage Notes 357 479,279 240,084 SAAB Sensis I 1 5,986 6,217 6.01 % Fixed Apr. 2025 Apr. 2025 Truist Bank II — — (5) 9,560 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank III — — (5) 60,952 5.50 % Fixed Jul. 2031 Jul. 2021 Truist Bank IV — — (5) 3,792 5.50 % Fixed Jul. 2031 Jul. 2021 Sanofi US I 1 125,000 125,000 3.27 % Fixed (4) Sep. 2025 Sep. 2025 Stop & Shop 4 45,000 45,000 3.50 % Fixed Jan. 2030 Jan. 2030 Column Financial Mortgage Notes 368 715,000 715,000 3.79 % Fixed Aug. 2025 Aug. 2025 Shops at Shelby Crossing 1 21,435 21,677 4.97 % Fixed Mar. 2024 Mar. 2024 Patton Creek — — 34,000 4.82 % Variable Dec. 2021 Dec. 2021 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 789 1,659,050 1,528,632 3.78 % (1) Deferred financing costs, net of accumulated amortization (2) (44,205) (38,760) Mortgage premiums and discounts, net (3) 209 926 Mortgage notes payable, net $ 1,615,054 $ 1,490,798 __________ (1) Calculated on a weighted-average basis for all mortgages outstanding as of June 30, 2021. (2) 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. (3) Mortgage premiums or discounts are amortized as an increase or reduction to interest expense over the remaining terms of the respective mortgages. (4) Mortgage is fixed by an interest rate swap agreement which fixes the effective interest rate at 3.27% (5) Mortgage was fully repaid with proceeds from the 2021 Net Lease Mortgage Notes discussed below. |
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 June 30, 2021 and thereafter: (In thousands) Future Principal Payments 2021 (remainder) $ 2,089 2022 4,711 2023 3,843 2024 22,287 2025 845,771 2026 116,866 Thereafter 663,483 $ 1,659,050 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below presents the fair value of the Company’s derivative financial instrument as well as its classification on the consolidated balance sheet as of June 30, 2021 and December 31, 2020. (In thousands) Balance Sheet Location June 30, 2021 December 31, 2020 Interest Rate “Pay-fixed” Swaps Derivative assets, at fair value $ 1,930 $ — Interest Rate “Pay-fixed” Swaps Derivative liabilities, at fair value $ — $ 123 |
Schedule of Interest Rate Derivatives | As of June 30, 2021 and December 31, 2020 the Company had the following derivatives that were designated as cash flow hedges of interest rate risk: June 30, 2021 December 31, 2020 Interest Rate Derivative Number of Notional Amount Number of Notional Amount Interest Rate “Pay-fixed” Swaps 1 $ 125,000 1 $ 125,000 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 and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, (In thousands) 2021 2020 2021 2020 Amount of gain (loss) recognized in AOCI on interest rate derivatives $ (502) $ — $ 1,919 $ — Amount of (loss) reclassified from AOCI into income as interest expense $ (71) $ — $ (134) $ — Total amount of interest expense presented in the consolidated income statements $ 20,361 $ 18,801 $ 39,695 $ 37,907 June 30, 2021 December 31, 2020 Interest Rate Derivative Number of Notional Amount Number of Notional Amount Interest Rate Cap 1 $ 34,000 1 $ 34,000 |
Offsetting Liabilities | The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the Balance Sheet. Gross Amounts Not Offset on the Balance Sheet (In thousands) Gross Amounts of Recognized Assets Gross Amounts of Recognized (Liabilities) Gross Amounts Offset on the Balance Sheet Net Amounts of Assets (Liabilities) Presented on the Balance Sheet Financial Instruments Cash Collateral Received (Posted) Net Amount June 30, 2021 $ 1,930 $ — $ — $ 1,930 $ — $ — 1,930 December 31, 2020 $ — $ (123) $ — $ (123) $ — $ — (123) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Non-Controlling Interest | As of June 30, 2021 and December 31, 2020, non-controlling interest is comprised of the following components: (In thousands) June 30, 2021 December 31, 2020 Non-controlling interest attributable to LTIP Units $ 34,245 $ 28,317 Non-controlling interest attributable to Class A Units 2,181 2,205 Total non-controlling interest $ 36,426 $ 30,522 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021: (In thousands) Future Base Rent Payments 2021 (remainder) $ 827 2022 1,532 2023 1,549 2024 1,560 2025 1,598 Thereafter 44,358 Total lease payments 51,424 Less: Effects of discounting (32,210) Total present value of lease payments $ 19,214 |
Related Party Transactions an_2
Related Party Transactions and Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 former arrangements with Lincoln: Three Months Ended June 30, Six Months Ended June 30, Payable (Receivable) as of (In thousands) 2021 2020 2021 2020 June 30, December 31, Non-recurring fees and reimbursements: Acquisition cost reimbursements (1) $ 5 $ 23 $ 19 $ 87 $ 5 $ 96 Ongoing fees: Asset management fees to related party 7,918 6,918 15,243 13,823 620 177 Property management and leasing fees (2) 1,631 1,230 6,075 2,700 627 — Professional fees and other reimbursements (3) 2,302 2,649 3,723 5,353 (86) (77) Professional fee credit due from Advisor (1,444) — (1,444) — (2,003) (4) (1,862) (4) Total related party operating fees and reimbursements $ 10,412 $ 10,820 $ 23,616 $ 21,963 $ (837) $ (1,666) ______ (1) Amounts for the six months ended June 30, 2021 and 2020 included in acquisition and transaction related expenses in the consolidated statements of operations and comprehensive loss. (2) Amounts for the six months ended June 30, 2021 and 2020 are included in property operating expenses in the consolidated statements of operations and comprehensive loss with the exception of approximately $2.0 million of leasing fees incurred in the six months ended June 30, 2021 which were capitalized, and are included in prepaid expenses and other assets in the consolidated balance sheet. Leasing fees are ultimately paid to a third party. (3) Amounts for the three and six months ended June 30, 2021 and 2020 are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. Includes amounts for directors and officers insurance. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021: Number of Shares of Common Stock Weighted-Average Grant Price Unvested, December 31, 2020 400,872 $ 7.62 Granted (1) 313,474 9.40 Vested (177,138) 8.32 Forfeited (19,875) 6.86 Unvested, June 30, 2021 517,333 8.49 ________ |
Share-based Compensation Arrangements by Share-based Payment Award, Performance-Based Units | Performance Level Absolute TSR Percentage of LTIP Units Earned Number of LTIP Units Earned Below Threshold Less than 18 % 0 % 0 Threshold 18 % 25 % 1,066,110.625 Target 24 % 50 % 2,132,221.250 Maximum 36 % or higher 100 % 4,264,442.500 With respect to the remaining one-half of the LTIP Units granted under the 2021 OPP, the number of LTIP Units that become earned (if any) will be determined as of the last day of the performance period based on the difference (expressed in terms of basis points, whether positive or negative, as shown in the table below) between the Company’s absolute TSR on the last day of the performance period relative to the average TSR of a peer group(consisting of Broadstone Net Lease, Inc., Office Properties Income Trust, RPT Realty and Spirit Realty Capital, Inc. as of the last day of the performance period as follows: Performance Level Relative TSR Excess Percentage of LTIP Units Earned Number of LTIP Units Earned Below Threshold Less than -600 Basis points 0 % 0 Threshold -600 Basis points 25 % 1,066,110.625 Target 0 Basis points 50 % 2,132,221.250 Maximum +600 Basis points 100 % 4,264,442.500 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, Six Months Ended June 30, (In thousands, except share and per share amounts) 2021 2020 2021 2020 Net loss attributable to common stockholders — Basic and Diluted $ (7,405) $ (21,803) $ (16,816) $ (30,956) Weighted-average shares outstanding — Basic and Diluted 110,898,056 108,386,013 109,674,113 108,375,048 Net loss per share attributable to common stockholders — Basic and Diluted $ (0.07) $ (0.20) $ (0.15) $ (0.29) |
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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Unvested restricted shares (1) 403,999 131,331 402,354 121,252 Class A Units (2) 172,921 172,921 172,921 172,921 LTIP Units (3) 4,496,796 4,496,796 4,496,796 4,496,796 Total 5,073,716 4,801,048 5,072,071 4,790,969 _______ (1) Weighted-average number of shares of unvested restricted shares outstanding for the periods presented. There were 517,334 and 127,032 unvested restricted shares outstanding as of June 30, 2021 and 2020, respectively. (2) Weighted-average number of Class A Units outstanding for the periods presented. There were 172,921 Class A Units outstanding as of June 30, 2021 and 2020. (3) Weighted-average number of LTIP Units outstanding for the periods presented. There were 4,496,796 LTIP Units outstanding as of June 30, 2021 and 2020. Does not include 8,528,885 LTIP Units issued to the Advisor pursuant to the 2021 OPP on July 21, 2021. For more information see Note 12 — Multi-Year Outperformance Agreements— 2021 LTIP Unit Award . Prior to the issuance of LTIP Units pursuant to the 2021 OPP, the compensation committee of the board of directors of the Company determined that none of the 4,496,796 of the LTIP Units subject to the 2018 OPP had been earned. |
Organization - (Details)
Organization - (Details) ft² in Millions | Jun. 30, 2021ft²property |
Operations [Line Items] | |
Number of real estate properties | 939 |
Area of real estate property (sqft) | ft² | 19.9 |
Percentage of property leased | 94.90% |
Net Leased Commercial Properties | |
Operations [Line Items] | |
Number of real estate properties | 906 |
Net Leased Retail Properties | |
Operations [Line Items] | |
Number of real estate properties | 864 |
Stabilized Core Retail Properties | |
Operations [Line Items] | |
Number of real estate properties | 33 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 21, 2021USD ($)$ / sharesshares | Jul. 19, 2021shares | May 04, 2021USD ($)day | Aug. 30, 2018USD ($)day$ / shares | Jun. 30, 2021USD ($)property$ / shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)property$ / shares | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)property$ / shares | Jul. 19, 2018$ / shares |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Weighted average remaining lease term | 8 years 6 months | 8 years 6 months | ||||||||
Contingent rental income | $ 400 | $ 100 | $ 600 | $ 300 | ||||||
Bad debt expense (recovery) | 3,500 | 4,700 | ||||||||
Assets held for sale | $ 1,439 | $ 1,439 | $ 0 | |||||||
Number of real estate properties | property | 939 | 939 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Equity-based compensation | $ 5,283 | $ 3,247 | $ 9,630 | $ 6,458 | ||||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 16.0114 | |||||||||
2021 OPP | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Equity-based compensation | 1,900 | |||||||||
2018 LTIP Unit Award | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Consecutive trading days | day | 10 | 10 | ||||||||
Equity-based compensation | 4,900 | 7,900 | ||||||||
2018 LTIP Unit Award | Subsequent Event | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Forfeited (in shares) | shares | 4,496,796 | |||||||||
2018 LTIP Unit Award | American Realty Capital Advisors | Advisor | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Director compensation, restricted stock | $ 72,000 | $ 72,000 | ||||||||
2018 LTIP Unit Award | 2021 OPP | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Equity-based compensation | 1,900 | |||||||||
2021 OPP | American Realty Capital Advisors | Advisor | Subsequent Event | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Director compensation, restricted stock | $ 72,000 | |||||||||
Granted (in shares) | shares | 8,528,885 | |||||||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 8.4419 | |||||||||
Class A | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Impaired real estate investments held for sale | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Assets held for sale | $ 1,400 | $ 1,400 | ||||||||
Number of real estate properties | property | 1 | 1 | 0 | |||||||
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 | |||||||||
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 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - (Schedule of Future Minimum Rental Payments) (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Future Minimum Payments Receivable under Topic 842 | |
2021 (remainder) | $ 135,529 |
2021 | 268,361 |
2022 | 254,982 |
2023 | 237,982 |
2024 | 219,597 |
2025 | 202,654 |
Thereafter | 1,178,480 |
Total | $ 2,497,585 |
Real Estate Investments - (Asse
Real Estate Investments - (Assets Acquired and Liabilities Assumed) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($)property | |
Real estate investments, at cost: | ||
Land | $ 13,331 | $ 23,798 |
Buildings, fixtures and improvements | 49,968 | 67,537 |
Total tangible assets | 63,299 | 91,335 |
Below-market lease liabilities | (5,593) | (400) |
Total intangible assets, net | 2,688 | 10,887 |
Consideration paid for acquired real estate investments, net of liabilities assumed | $ 65,987 | $ 102,222 |
Number of properties purchased | property | 24 | 34 |
In-place leases | ||
Real estate investments, at cost: | ||
Acquired intangible assets | $ 8,281 | $ 11,287 |
Weighted-average amortization period | 13 years 1 month 6 days | |
Below market leases | ||
Real estate investments, at cost: | ||
Weighted-average amortization period | 19 years 7 months 6 days |
Real Estate Investments - (Summ
Real Estate Investments - (Summary of Amortization Expense and Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases | $ 19,208 | $ 23,337 | ||
Depreciation and Amortization | In-place leases | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases | $ 9,558 | $ 10,341 | 19,208 | 23,337 |
Accelerated write-offs | 3,300 | |||
Rental Income | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total included in revenue from tenants | 1,056 | 2,302 | 2,006 | 3,307 |
Rental Income | Above-market lease intangibles | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases | 601 | 638 | 1,290 | 1,402 |
Rental Income | Below-market lease liabilities | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Accretion of leases | 1,657 | 2,940 | 3,296 | 4,709 |
Property Operating Expenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Accretion of leases | 8 | 8 | 16 | 15 |
Property Operating Expenses | Below-market ground lease asset | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Accretion of leases | 8 | 8 | 16 | 16 |
Property Operating Expenses | Above-market ground lease liability | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of leases | $ 0 | $ 0 | $ 0 | $ 1 |
Real Estate Investments - (Leas
Real Estate Investments - (Lease Amortization) (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Depreciation and Amortization | In-place leases | |
Finite-Lived Intangible Assets [Line Items] | |
2021 (remainder) | $ 18,156 |
2022 | 33,779 |
2023 | 31,394 |
2024 | 28,745 |
2025 | 25,547 |
Rental Income | |
Intangible assets: | |
2021 (remainder) | (2,153) |
2022 | (4,300) |
2023 | (4,461) |
2024 | (4,379) |
2025 | (4,517) |
Rental Income | Above-market leases | |
Finite-Lived Intangible Assets [Line Items] | |
2021 (remainder) | 1,146 |
2022 | 2,068 |
2023 | 1,765 |
2024 | 1,652 |
2025 | 1,288 |
Rental Income | Below-market lease liabilities | |
Below Market Lease [Abstract] | |
2021 (remainder) | (3,299) |
2022 | (6,368) |
2023 | (6,226) |
2024 | (6,031) |
2025 | $ (5,805) |
Real Estate Investments - (Narr
Real Estate Investments - (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($)property | Dec. 31, 2020USD ($)property | |
Business Acquisition [Line Items] | |||||
Number of real estate properties | property | 939 | 939 | |||
Assets held for sale | $ 1,439 | $ 1,439 | $ 0 | ||
Gain on sale/exchange of real estate investments | 11 | $ 2,838 | 297 | $ 4,278 | |
Impairment of real estate investments | $ 91 | 11,502 | $ 91 | $ 11,502 | |
Leasehold Improvements | |||||
Business Acquisition [Line Items] | |||||
Payments for tenant improvements | 800 | ||||
Payments for leasing costs, commissions, and tenant improvements | 2,300 | ||||
Impaired real estate investments held for sale | |||||
Business Acquisition [Line Items] | |||||
Number of real estate properties | property | 1 | 1 | 0 | ||
Assets held for sale | $ 1,400 | $ 1,400 | |||
Assets Sold | |||||
Business Acquisition [Line Items] | |||||
Number of properties sold | property | 5 | ||||
Aggregate contract sale price | $ 3,100 | ||||
Gain on sale/exchange of real estate investments | $ 300 | ||||
Assets Sold | SunTrust Bank | |||||
Business Acquisition [Line Items] | |||||
Number of properties sold | property | 6 | ||||
Aggregate contract sale price | $ 13,300 | ||||
Gain on sale/exchange of real estate investments | $ 4,300 | ||||
Depreciation and Amortization | Leasehold Improvements | |||||
Business Acquisition [Line Items] | |||||
Financing receivable, allowance for credit loss, writeoff | $ 3,100 |
Mortgage Notes Payable, Net - (
Mortgage Notes Payable, Net - (Summary of Mortgage Notes Payable) (Details) - Mortgage notes payable and premiums, net $ in Thousands | Jun. 30, 2021USD ($)property | Jun. 03, 2021property | Dec. 31, 2020USD ($) | Oct. 13, 2020 |
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 789 | |||
Outstanding Loan Amount | $ 1,659,050 | $ 1,528,632 | ||
Effective interest rate | 3.78% | |||
Deferred financing costs, net of accumulated amortization | $ (44,205) | (38,760) | ||
Mortgage premiums, net | 209 | 926 | ||
Mortgage notes payable, net | $ 1,615,054 | 1,490,798 | ||
Net Lease Mortgage Note | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 357 | 357 | ||
Outstanding Loan Amount | $ 479,279 | 240,084 | ||
2019 Class A-1 Net Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 98 | |||
Outstanding Loan Amount | $ 118,530 | 119,084 | ||
Effective interest rate | 3.83% | |||
2019 Class A-2 Net Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 106 | |||
Outstanding Loan Amount | $ 120,949 | 121,000 | ||
Effective interest rate | 4.52% | |||
2021 Class A-1 Net-Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 35 | |||
Outstanding Loan Amount | $ 54,927 | 0 | ||
Effective interest rate | 2.24% | |||
2021 Class A-2 Net-Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 61 | |||
Outstanding Loan Amount | $ 94,873 | 0 | ||
Effective interest rate | 2.83% | |||
2021 Class A-3 Net-Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 22 | |||
Outstanding Loan Amount | $ 35,000 | 0 | ||
Effective interest rate | 3.07% | |||
2021 Class A-4 Net-Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 35 | |||
Outstanding Loan Amount | $ 55,000 | 0 | ||
Effective interest rate | 3.65% | |||
Column Financial Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 368 | |||
Outstanding Loan Amount | $ 715,000 | 715,000 | ||
Effective interest rate | 3.79% | |||
Mortgage Loan II | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 12 | |||
Outstanding Loan Amount | $ 210,000 | 210,000 | ||
Effective interest rate | 4.25% | |||
Mortgage Loan III | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 22 | |||
Outstanding Loan Amount | $ 33,400 | 33,400 | ||
Effective interest rate | 4.12% | |||
SAAB Sensis I | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 1 | |||
Outstanding Loan Amount | $ 5,986 | 6,217 | ||
Effective interest rate | 6.01% | |||
Truist Bank II | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 0 | |||
Outstanding Loan Amount | $ 0 | 9,560 | ||
Effective interest rate | 5.50% | |||
Truist Bank III | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 0 | |||
Outstanding Loan Amount | $ 0 | 60,952 | ||
Effective interest rate | 5.50% | |||
Truist Bank IV | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 0 | |||
Outstanding Loan Amount | $ 0 | 3,792 | ||
Effective interest rate | 5.50% | |||
Sanofi US I | Sanofi US I | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 1 | |||
Outstanding Loan Amount | $ 125,000 | 125,000 | ||
Effective interest rate | 3.27% | 3.26% | ||
Stop & Shop | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 4 | |||
Outstanding Loan Amount | $ 45,000 | 45,000 | ||
Effective interest rate | 3.50% | |||
Shops at Shelby Crossing | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 1 | |||
Outstanding Loan Amount | $ 21,435 | 21,677 | ||
Effective interest rate | 4.97% | |||
Patton Creek | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 0 | |||
Outstanding Loan Amount | $ 0 | 34,000 | ||
Effective interest rate | 4.82% | |||
Bob Evans I | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 23 | |||
Outstanding Loan Amount | $ 23,950 | $ 23,950 | ||
Effective interest rate | 4.71% |
Mortgage Notes Payable, Net -_2
Mortgage Notes Payable, Net - (Narrative) (Details) | Jun. 03, 2021USD ($)property | Jun. 30, 2021USD ($)property | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
2021 OPP | ||||
Debt Instrument [Line Items] | ||||
Unrecognized compensation costs | $ 37,200,000 | |||
Weighted average period for recognition | 3 years 1 month 6 days | |||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Repayments of debt | $ 80,100,000 | |||
Amended Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Collateral amount | $ 1,100,000,000 | $ 1,100,000,000 | ||
Mortgage notes payable and premiums, net | ||||
Debt Instrument [Line Items] | ||||
Collateral amount | $ 2,800,000,000 | $ 2,800,000,000 | ||
Encumbered Properties | property | 789 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 242,000,000 | |||
Encumbered Properties | property | 357 | 357 | ||
Net proceeds from public equity offering | $ 75,000,000 | |||
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 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Gas and Convenience | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 28.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Commercial Banking | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 15.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Limited-Service Restaurants | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 15.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Car Washes | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 9.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Full-Service Restaurants | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 9.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Kidney Dialysis Care | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 9.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Used Car Dealers | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 6.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | All Other General Merchandise Stores | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 3.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Wholesale Trade | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 3.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Warehouse Clubs And Supercenters | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 2.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Child Day Care Services | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 1.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Pharmacies and Drug Stores | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 1.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Automotive Parts and Supply Stores | ||||
Debt Instrument [Line Items] | ||||
Industry sector of mortgages by percentage | 1.00% | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Transferred To New Issuers Prior To The Closing Date | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 17 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Transferred To New Issuers On The Issuance Of The Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 136 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Owned By The Existing Issuers And Securing The Existing Notes | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 204 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Individual Properties Secured By Mortgages To Repay Indebtedness | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 101 | |||
Repayments of debt | $ 74,600,000 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Added As Part Of The Collateral Pool | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 153 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Removed From Borrowing Base | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 108 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Previously Secured By Mortgages | ||||
Debt Instrument [Line Items] | ||||
Encumbered Properties | property | 41 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Previously Unencumbered | ||||
Debt Instrument [Line Items] | ||||
Unencumbered properties | property | 4 | |||
Mortgage notes payable and premiums, net | Net Lease Mortgage Note | Properties Recently Acquired | ||||
Debt Instrument [Line Items] | ||||
Unencumbered properties | property | 2 | |||
Mortgage notes payable and premiums, net | 2019 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 | 98 | |||
Mortgage notes payable and premiums, net | 2019 Class A-1 Net Lease Mortgage Notes | Standard & Poor's, AAA Rating | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 55,000,000 | |||
Stated interest rate | 2.21% | |||
Mortgage notes payable and premiums, net | 2019 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 | |||
Mortgage notes payable and premiums, net | 2019 Class A-2 Net Lease Mortgage Notes | Standard & Poor's, AAA Rating | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 95,000,000 | |||
Stated interest rate | 2.79% | |||
Mortgage notes payable and premiums, net | Class A-3 Net Lease Mortgage Note | Standard & Poor's, A Rating | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 35,000,000 | |||
Stated interest rate | 3.03% | |||
Mortgage notes payable and premiums, net | Class A-4 Net Lease Mortgage Note | Standard & Poor's, A Rating | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 55,000,000 | |||
Stated interest rate | 3.60% | |||
Mortgage notes payable and premiums, net | Class B-1 Net Lease Mortgage Note | Standard & Poor's, BBB Rating | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 30,000,000 | |||
Stated interest rate | 4.02% | |||
Mortgage notes payable and premiums, net | Class B-2 Net Lease Mortgage Note | Standard & Poor's, BBB Rating | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 48,000,000 | |||
Stated interest rate | 4.58% | |||
Mortgage notes payable and premiums, net | 2021 Net Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 318,000,000 | |||
Debt instrument, amortization rate | 0.86% | |||
Mortgage notes payable and premiums, net | 2019 Net Lease Mortgage Notes | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, amortization rate | 0.50% |
Mortgage Notes Payable, Net -_3
Mortgage Notes Payable, Net - (Future Minimum Payments) (Details) - Mortgage notes payable and premiums, net - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Future Principal Payments | ||
2021 (remainder) | $ 2,089 | |
2022 | 4,711 | |
2023 | 3,843 | |
2024 | 22,287 | |
2025 | 845,771 | |
2026 | 116,866 | |
Thereafter | 663,483 | |
Future Principal Payments | $ 1,659,050 | $ 1,528,632 |
Credit Facility - (Details)
Credit Facility - (Details) - USD ($) | Jul. 24, 2020 | Nov. 04, 2019 | Apr. 26, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2018 |
Debt Instrument [Line Items] | ||||||
Credit facility | $ 155,742,000 | $ 280,857,000 | ||||
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock dividend rate | 7.50% | 7.50% | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | ||||||
Debt Instrument [Line Items] | ||||||
Preferred stock dividend rate | 7.375% | 7.375% | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | $ 155,700,000 | |||||
Revolving credit facility | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 2.79% | 2.79% | ||||
Revolving credit facility | Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 540,000,000 | |||||
Additional borrowing capacity, accordion feature | $ 500,000,000 | $ 375,000,000 | ||||
Increased aggregate total commitments | $ 125,000,000 | |||||
Percentage of the value of the pool of eligible unencumbered real estate assets comprising the borrowing base that is available for future borrowings under credit facility | 60.00% | |||||
Total borrowing base | $ 408,300,000 | |||||
Amount remaining available but undrawn | 252,600,000 | |||||
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 | Four Consecutive Fiscal Quarters | ||||||
Debt Instrument [Line Items] | ||||||
Dividends as percent of modified FFO maximum in rolling four quarter period | 95.00% | |||||
Revolving credit facility | Credit Facility | Two Consecutive Fiscal Quarters | ||||||
Debt Instrument [Line Items] | ||||||
Dividends as percent fo modified FFO maximum in individual quarter over two consecutive quarters | 105.00% | |||||
Revolving credit facility | Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 1.50% | |||||
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 | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 2.50% | |||||
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% | |||||
Revolving credit facility | Credit Facility | London Interbank Offered Rate (LIBOR) Floor | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on interest rate | 0.25% |
Fair Value Measurements - (Fair
Fair Value Measurements - (Fair Value of Financial Instruments) (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value | Gross mortgage notes payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial instruments | $ 1,700 | $ 1,600 |
Level 3 | Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit facility, fair value disclosure | 155.7 | 155.7 |
Level 3 | Carrying Amount | Gross mortgage notes payable | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of financial instruments | 1,700 | 1,500 |
Level 3 | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Lines of credit facility, fair value disclosure | $ 155.8 | $ 278.8 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - (Narrative) (Details) - USD ($) | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Oct. 13, 2020 | |
Derivative [Line Items] | ||||
Gain (loss) on derivative | $ 0 | |||
Gross mortgage notes payable | ||||
Derivative [Line Items] | ||||
Effective interest rate | 3.78% | |||
Sanofi US I | Sanofi US I | Gross mortgage notes payable | ||||
Derivative [Line Items] | ||||
Effective interest rate | 3.27% | 3.26% | ||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Notional amount | $ 125,000,000 | |||
Cash flow hedge loss to be reclassified within twelve months | $ 200,000 | |||
Interest Rate Swap | Cash Flow Hedging | Derivatives designated as hedging instruments: | ||||
Derivative [Line Items] | ||||
Notional amount | 125,000,000 | $ 125,000,000 | ||
Derivative assets, at fair value | 1,930,000 | 0 | ||
Interest Rate Swap | Fair Value | Cash Flow Hedging | Derivatives designated as hedging instruments: | ||||
Derivative [Line Items] | ||||
Derivative assets, at fair value | $ 1,900,000 | |||
Interest Rate Cap | ||||
Derivative [Line Items] | ||||
Notional amount | $ 34,000,000 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - (Schedule of Derivative Instruments in Statement of Financial Position) (Details) - Cash Flow Hedging - Derivatives designated as hedging instruments: - Interest Rate Swap - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Derivative assets, at fair value | $ 1,930 | $ 0 |
Derivative liabilities, at fair value | $ 0 | $ 123 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - (Schedule of Interest Rate Derivatives) (Details) $ in Thousands | Jun. 30, 2021USD ($)derivative | Dec. 31, 2020USD ($)derivative | Oct. 13, 2020USD ($) |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Notional amount | $ 125,000 | ||
Interest Rate Cap | |||
Derivative [Line Items] | |||
Notional amount | $ 34,000 | ||
Not Designated as Hedging Instrument | Interest Rate Cap | |||
Derivative [Line Items] | |||
Number of instruments | derivative | 1 | 1 | |
Notional amount | $ 34,000 | $ 34,000 | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest Rate Swap | |||
Derivative [Line Items] | |||
Number of instruments | derivative | 1 | 1 | |
Notional amount | $ 125,000 | $ 125,000 |
Derivatives and Hedging Activ_6
Derivatives and Hedging Activities - (Derivative Instruments, Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative [Line Items] | ||||
Total amount of interest expense presented in the consolidated income statements | $ 20,361 | $ 18,801 | $ 39,695 | $ 37,907 |
Cash Flow Hedging | Interest rate swaps - assets | ||||
Derivative [Line Items] | ||||
Amount of gain (loss) recognized in AOCI on interest rate derivatives | (502) | 0 | 1,919 | 0 |
Cash Flow Hedging | Interest Expense | Interest rate swaps - assets | ||||
Derivative [Line Items] | ||||
Amount of (loss) reclassified from AOCI into income as interest expense | $ (71) | $ 0 | $ (134) | $ 0 |
Derivatives and Hedging Activ_7
Derivatives and Hedging Activities - (Offsetting Derivatives) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 1,930 | |
Gross Amounts of Recognized (Liabilities) | $ (123) | |
Derivative assets, at fair value | 1,930 | 0 |
Net Amounts of Assets (Liabilities) Presented on the Balance Sheet | 0 | (123) |
Net Amount | $ 1,930 | |
Net Amount | $ (123) |
Stockholders' Equity - (Common
Stockholders' Equity - (Common Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Mar. 31, 2020 | Mar. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | May 31, 2019 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||
Common stock, outstanding (in shares) | 117,706,586 | 117,706,586 | 108,837,209 | ||||||
Dividends declared on common stock, annualized rate (in dollars per share) | $ 0.85 | $ 1.10 | |||||||
Dividends (in usd per share) | $ 0.0916667 | $ 0.0708333 | $ 0.0916667 | $ 0.0916667 | |||||
Class A | |||||||||
Class of Stock [Line Items] | |||||||||
Gross consideration received | $ 78,300 | ||||||||
Sale of stock, consideration received on transaction (up to) | 77,000 | ||||||||
Class A common stock offering costs | 76,980 | $ 0 | |||||||
Commissions paid | $ (1,300) | ||||||||
Class A Common Stock ATM Program | Class A | |||||||||
Class of Stock [Line Items] | |||||||||
Sale Of stock, maximum offering amount | $ 200,000 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, outstanding (in shares) | 117,700,000 | 117,700,000 | 108,800,000 | ||||||
Issuance of Stock, net (in shares) | 8,634,223 | 8,634,223 |
Stockholders' Equity - (Preferr
Stockholders' Equity - (Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jan. 31, 2021 | Oct. 31, 2019 | May 31, 2019 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Apr. 30, 2020 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized (in shares) | 12,796,000 | 12,796,000 | 8,796,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, issued (in shares) | 7,933,711 | 7,933,711 | 7,842,008 | |||||
Preferred stock, outstanding (in shares) | 7,933,711 | 7,933,711 | 7,842,008 | |||||
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock | Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of Stock, net (in shares) | 0 | 91,703 | 802,459 | |||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized (in shares) | 120,000 | 120,000 | 120,000 | 1 | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, issued (in shares) | 0 | 0 | 0 | |||||
Preferred stock, outstanding (in shares) | 0 | 0 | 0 | |||||
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized (in shares) | 11,536,000 | 11,536,000 | 3,680,000 | |||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, issued (in shares) | 4,594,498 | 4,594,498 | 3,535,700 | |||||
Preferred stock, outstanding (in shares) | 4,594,498 | 4,594,498 | 3,535,700 | |||||
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of Stock, net (in shares) | 494,697 | 1,058,798 | ||||||
7.375% Series C Cumulative Redeemable Perpetual Preferred Stock | Series C Preferred Stock ATM Program | ||||||||
Class of Stock [Line Items] | ||||||||
Sale Of stock, maximum offering amount | $ 200,000 | |||||||
Sale of stock, consideration received on transaction (up to) | $ 11,700 | $ 25,600 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,058,798 | |||||||
Gross consideration received | 12,300 | $ 26,500 | ||||||
Commissions paid | $ 600 | $ 900 | ||||||
Series A Cumulative Redeemable Perpetual Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, issued (in shares) | 7,933,711 | 7,933,711 | 7,842,008 | |||||
Preferred stock, outstanding (in shares) | 7,933,711 | 7,933,711 | 7,842,008 | |||||
Series A Cumulative Redeemable Perpetual Preferred Stock | Series A Preferred Stock ATM Program | ||||||||
Class of Stock [Line Items] | ||||||||
Sale Of stock, maximum offering amount | $ 200,000 | $ 100,000 | $ 50,000 | |||||
Sale of stock, consideration received on transaction (up to) | $ 2,300 | $ 20,000 | ||||||
Sale of stock, number of shares issued in transaction (in shares) | 91,703 | 802,459 | ||||||
Gross consideration received | $ 2,300 | $ 20,300 | ||||||
Commissions paid | $ 35 | $ 300 |
Stockholders' Equity - (Stockho
Stockholders' Equity - (Stockholder Rights Plan) (Details) - $ / shares | 1 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Percentage of ownership after transaction | 4.90% | ||
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | |
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, authorized (in shares) | 1 | 120,000 | 120,000 |
Preferred stock dividend rate | 0.10% | ||
Preferred stock, exercise price (in dollars per share) | $ 35 |
Stockholders_ Equity (Non-Contr
Stockholders’ Equity (Non-Controlling Interest) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Noncontrolling Interest [Line Items] | ||
Non-controlling interests | $ 36,426 | $ 30,522 |
LTIP Units | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interests | 34,245 | 28,317 |
Class A Units | ||
Noncontrolling Interest [Line Items] | ||
Non-controlling interests | $ 2,181 | $ 2,205 |
Commitments and Contingencies -
Commitments and Contingencies - (Narrative) (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)property | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |||||
Operating lease right-of-use assets | $ 18,299,000 | $ 18,299,000 | $ 18,546,000 | ||
Operating lease liabilities | $ 19,214,000 | $ 19,214,000 | $ 19,237,000 | ||
Weighted average remaining lease term | 8 years 6 months | 8 years 6 months | |||
Legal fees | $ 4,000 | $ 300,000 | $ 30,000 | $ 500,000 | |
Insurance recoveries | $ 0 | 9,000 | |||
Land | |||||
Loss Contingencies [Line Items] | |||||
Number of ground leases | property | 7 | ||||
Weighted average remaining lease term | 27 years 6 months | 27 years 6 months | |||
Weighted average discount rate | 7.50% | 7.50% | |||
Operating lease payments | $ 300,000 | 300,000 | $ 700,000 | 700,000 | |
Operating lease cost | $ 500,000 | $ 500,000 | $ 900,000 | $ 900,000 | |
Minimum | Land | |||||
Loss Contingencies [Line Items] | |||||
Term of contract | 16 years 6 months | 16 years 6 months | |||
Maximum | Land | |||||
Loss Contingencies [Line Items] | |||||
Term of contract | 34 years 2 months 12 days | 34 years 2 months 12 days |
Commitments and Contingencies_2
Commitments and Contingencies - (Future Minimum Ground Lease Payments) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Future Minimum Base Rent Payments, Topic 842 | ||
2021 (remainder) | $ 827 | |
2022 | 1,532 | |
2023 | 1,549 | |
2024 | 1,560 | |
2025 | 1,598 | |
Thereafter | 44,358 | |
Total lease payments | 51,424 | |
Less: Effects of discounting | (32,210) | |
Total present value of lease payments | $ 19,214 | $ 19,237 |
Related Party Transactions an_3
Related Party Transactions and Arrangements (Narrative) (Details) | Mar. 30, 2020$ / shares | May 30, 2019 | Mar. 19, 2019USD ($)quarter | Jul. 03, 2018$ / shares | Sep. 06, 2016USD ($)$ / shares | Dec. 31, 2019 | Jun. 30, 2021USD ($)agreement | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)agreement | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 18, 2019 | Dec. 31, 2017USD ($)agreementproperty |
Related Party Transaction [Line Items] | ||||||||||||||
Renewal term | 1 year | 1 year | ||||||||||||
Termination notice period | 60 days | |||||||||||||
Ineligible termination period | 60 days | |||||||||||||
Total commissions and fees from the Dealer Manager | $ 7,922,000 | $ 6,918,000 | $ 15,243,000 | $ 13,823,000 | ||||||||||
General and administrative | 3,540,000 | 6,864,000 | $ 9,989,000 | 12,192,000 | ||||||||||
Advisor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Advisory agreement, renewal term | 20 years | |||||||||||||
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 | Contact Purchase Price, All Of Portfolio Costs | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Acquisition fees and acquisition related expenses | 4.50% | |||||||||||||
Advisor | American Realty Capital Advisors | Contract Purchase Price, All Assets Acquired | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Acquisition fees and acquisition related expenses | 4.50% | |||||||||||||
Termination Fees for Agreement | Advisor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity issued fair value | $ 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 | |||||||||||||
Acquisition cost reimbursements | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total commissions and fees from the Dealer Manager | 5,000 | 23,000 | $ 19,000 | 87,000 | ||||||||||
Base Management Fee - Thereafter | Advisor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity issued fair value | $ 24,000,000 | |||||||||||||
Transaction multiplier | 0.0062 | |||||||||||||
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] | ||||||||||||||
Transaction multiplier | 0.0047 | |||||||||||||
Base management fee | Advisor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Management fee expense | 7,900,000 | 6,900,000 | 15,200,000 | 13,800,000 | ||||||||||
Asset management fees to related party | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total commissions and fees from the Dealer Manager | 7,918,000 | 6,918,000 | 15,243,000 | 13,823,000 | ||||||||||
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] | ||||||||||||||
Equity issued fair value | $ 600,000 | 0 | $ 700,000 | 0 | ||||||||||
Property Management Fee | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Number of property management agreements | agreement | 4 | 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% | |||||||||||||
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] | ||||||||||||||
Equity issued fair value | $ 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 | $ 1,900,000 | $ 2,200,000 | $ 4,200,000 | $ 4,600,000 | ||||||||||
Salaries, Wages, Benefits and Overhead | Advisor | American Realty Capital Advisors | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Equity issued fair value | $ 7,000,000 | $ 2,700,000 | ||||||||||||
Reimbursement of executive salary annual cost of living adjustment | 3.00% | |||||||||||||
Reimbursement of executive salary variable component, number of quarters | quarter | 4 | |||||||||||||
Reimbursement of executive salary variable component, multiplier | 0.20% | |||||||||||||
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 | |||||||||||||
Proceeds from related party | 400,000 | $ 800,000 | ||||||||||||
Salaries, Wages, Benefits and Overhead | Advisor | American Realty Capital Advisors | Prepaid Expenses and Other Current Assets | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accounts receivable payable, period | 10 months | |||||||||||||
Base Management Monthly Fee | Advisor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party fee, quarterly payments, percent of net proceeds from equity financing | 0.10417% | |||||||||||||
Professional fee credit due from Advisor | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
General and administrative | $ 1,400,000 | $ 1,400,000 |
Related Party Transactions an_4
Related Party Transactions and Arrangements - (Summary of Fees, Expenses and Related Payables) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||||
Total related party operating fees and reimbursements | $ 7,922 | $ 6,918 | $ 15,243 | $ 13,823 | |
Related party payable (receivable) | $ (500) | ||||
General and administrative | 3,540 | 6,864 | 9,989 | 12,192 | |
Salaries, Wages, Benefits and Overhead | Advisor | American Realty Capital Advisors | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 400 | $ 800 | |||
Salaries, Wages, Benefits and Overhead | Advisor | American Realty Capital Advisors | Prepaid Expenses and Other Current Assets | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable payable, period | 10 months | ||||
Total related party operating fees and reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Total related party operating fees and reimbursements | 10,412 | 10,820 | $ 23,616 | 21,963 | |
Related party payable (receivable) | (837) | (837) | (1,666) | ||
Acquisition cost reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Total related party operating fees and reimbursements | 5 | 23 | 19 | 87 | |
Related party payable (receivable) | 5 | 5 | 96 | ||
Asset management fees to related party | |||||
Related Party Transaction [Line Items] | |||||
Total related party operating fees and reimbursements | 7,918 | 6,918 | 15,243 | 13,823 | |
Related party payable (receivable) | 620 | 620 | 177 | ||
Property management and leasing fees | |||||
Related Party Transaction [Line Items] | |||||
Total related party operating fees and reimbursements | 1,631 | 1,230 | 6,075 | 2,700 | |
Related party payable (receivable) | 627 | 627 | 0 | ||
Capitalized leasing fees | 2,000 | 2,000 | |||
Professional fees and other reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Total related party operating fees and reimbursements | 2,302 | 2,649 | 3,723 | 5,353 | |
Related party payable (receivable) | (86) | (86) | (77) | ||
Professional fee credit due from Advisor | |||||
Related Party Transaction [Line Items] | |||||
Professional fee credit due from Advisor | (1,444) | $ 0 | (1,444) | $ 0 | |
Related party payable (receivable) | (2,003) | (2,003) | (1,862) | ||
General and administrative | 1,400 | $ 1,400 | |||
Due from related parties | $ 600 | $ 600 |
Equity-Based Compensation - (Na
Equity-Based Compensation - (Narrative) (Details) | Jul. 21, 2021USD ($)$ / sharesshares | Jul. 19, 2021shares | May 04, 2021USD ($)day | Feb. 26, 2021shares | Aug. 30, 2018USD ($)day$ / shares | Jul. 03, 2018 | Jun. 30, 2021USD ($)shares | Mar. 31, 2021shares | Sep. 30, 2020shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($)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 | $ 5,283,000 | $ 3,247,000 | $ 9,630,000 | $ 6,458,000 | ||||||||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 16.0114 | |||||||||||||
Dividends payable | $ 132,000 | 133,000 | 263,000 | $ 304,000 | ||||||||||
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 | ||||||||||||
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 | |||||||||||||
Share-based Compensation - Restricted Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Units granted (in shares) | shares | 225,500 | 52,778 | 309,475 | |||||||||||
Percentage of LTIP Units Earned | 25.00% | |||||||||||||
Share-based Compensation - Restricted Shares | Minimum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 1 year | |||||||||||||
Share-based Compensation - Restricted Shares | Maximum | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 5 years | |||||||||||||
Share-based Compensation - Restricted Shares | Share-based Payment Arrangement, Employee | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Percentage of LTIP Units Earned | 50.00% | |||||||||||||
Share-based Compensation - Restricted Shares | Directors | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting period | 1 year | |||||||||||||
Director compensation, restricted stock | $ 85,000 | |||||||||||||
LTIP Unit | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Percentage of entitled distributions | 10.00% | |||||||||||||
Dividends payable | $ 100,000 | 100,000 | ||||||||||||
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 | |||||||||||||
2018 LTIP Unit Award | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation costs | 600,000 | $ 600,000 | ||||||||||||
Weighted average period for recognition | 1 month 6 days | |||||||||||||
Equity-based compensation | 4,900,000 | $ 7,900,000 | ||||||||||||
Consecutive trading days | day | 10 | 10 | ||||||||||||
Share-based compensation — restricted shares | $ 32,000,000 | $ 10,900,000 | $ 8,100,000 | |||||||||||
Requisite service period (in years) | 3 years | |||||||||||||
2018 LTIP Unit Award | Subsequent Event | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Forfeited (in shares) | shares | 4,496,796 | |||||||||||||
2018 LTIP Unit Award | Advisor | American Realty Capital Advisors | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Director compensation, restricted stock | $ 72,000,000 | $ 72,000,000 | ||||||||||||
2021 OPP | Advisor | American Realty Capital Advisors | Subsequent Event | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Units granted (in shares) | shares | 8,528,885 | |||||||||||||
Director compensation, restricted stock | $ 72,000,000 | |||||||||||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 8.4419 | |||||||||||||
2018 Equity Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Plan term | 10 years | |||||||||||||
Restricted Share Plan | Share-based Compensation - Restricted Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Units granted (in shares) | shares | 313,474 | |||||||||||||
Unrecognized compensation costs | 3,600,000 | $ 3,600,000 | ||||||||||||
Weighted average period for recognition | 3 years 4 months 24 days | |||||||||||||
Equity-based compensation | 400,000 | $ 300,000 | ||||||||||||
Forfeited (in shares) | shares | 19,875 | |||||||||||||
Restricted Share Plan | Share-based Compensation - Restricted Shares | Former Chief Financial Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Units granted (in shares) | shares | 69,875 | |||||||||||||
Percentage of LTIP Units Earned | 25.00% | |||||||||||||
Equity-based compensation | $ 1,100,000 | |||||||||||||
Restricted Share Plan, Additional Award | Share-based Compensation - Restricted Shares | Former Chief Financial Officer | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Units granted (in shares) | shares | 52,778 | |||||||||||||
2021 OPP | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Unrecognized compensation costs | 37,200,000 | $ 37,200,000 | ||||||||||||
Weighted average period for recognition | 3 years 1 month 6 days | |||||||||||||
Equity-based compensation | $ 1,900,000 | |||||||||||||
Requisite service period (in years) | 38 months 16 days | |||||||||||||
2021 OPP | 2018 LTIP Unit Award | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Equity-based compensation | $ 1,900,000 |
Equity-Based Compensation - (Su
Equity-Based Compensation - (Summary of Unvested Restricted Stock Activity) (Details) - Share-based Compensation - Restricted Shares - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | |
Number of Shares of Common Stock | ||||
Granted (in shares) | 225,500 | 52,778 | 309,475 | |
Restricted Share Plan | ||||
Number of Shares of Common Stock | ||||
Unvested - Beginning balance (in shares) | 400,872 | 400,872 | ||
Granted (in shares) | 313,474 | |||
Vested (in shares) | (177,138) | |||
Forfeited (in shares) | (19,875) | |||
Unvested - Ending balance (in shares) | 517,333 | 517,333 | ||
Weighted-Average Grant Price | ||||
Unvested - Beginning balance (in dollars per share) | $ 7.62 | $ 7.62 | ||
Granted (in dollars per share) | 9.40 | |||
Vested (in dollars per share) | 8.32 | |||
Forfeited (in dollars per share) | 6.86 | |||
Unvested - Ending balance (in dollars per share) | $ 8.49 | $ 8.49 |
Equity-Based Compensation - (Sc
Equity-Based Compensation - (Schedule of LTIP Vesting Scenarios) (Details) - 2021 LTIP Unit Award | May 04, 2021shares |
Below Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 18.00% |
Percentage of LTIP Units Earned | 0.00% |
Number of LTIP Units Earned | 0 |
Below Threshold | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | (6.00%) |
Percentage of LTIP Units Earned | 0.00% |
Number of LTIP Units Earned | 0 |
Threshold | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 18.00% |
Percentage of LTIP Units Earned | 25.00% |
Number of LTIP Units Earned | 10,661.10625 |
Threshold | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | (6.00%) |
Percentage of LTIP Units Earned | 25.00% |
Number of LTIP Units Earned | 10,661.10625 |
Target | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 24.00% |
Percentage of LTIP Units Earned | 50.00% |
Number of LTIP Units Earned | 21,322.21250 |
Target | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 0.00% |
Percentage of LTIP Units Earned | 50.00% |
Number of LTIP Units Earned | 21,322.21250 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Absolute TSR | 36.00% |
Percentage of LTIP Units Earned | 100.00% |
Number of LTIP Units Earned | 42,644.42500 |
Maximum | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 6.00% |
Percentage of LTIP Units Earned | 100.00% |
Number of LTIP Units Earned | 42,644.42500 |
Minimum | Threshold | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | (6.00%) |
Minimum | Target | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 0.00% |
Maximum | Target | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 0.00% |
Maximum | Maximum | Peer Group | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Relative TSR Excess | 6.00% |
Net Loss Per Share - (Schedule
Net Loss Per Share - (Schedule of Basic and Diluted Net Income (Loss) Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders — Basic | $ (7,405) | $ (21,803) | $ (16,816) | $ (30,956) |
Net loss attributable to common stockholders — Diluted | $ (7,405) | $ (21,803) | $ (16,816) | $ (30,956) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted-average shares outstanding - Basic (in shares) | 110,898,056 | 108,386,013 | 109,674,113 | 108,375,048 |
Weighted-average shares outstanding - Diluted (in shares) | 110,898,056 | 108,386,013 | 109,674,113 | 108,375,048 |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net loss per share attributable to common stockholders — Basic ( in dollars per share) | $ (0.07) | $ (0.20) | $ (0.15) | $ (0.29) |
Net loss per share attributable to common stockholders — Diluted ( in dollars per share) | $ (0.07) | $ (0.20) | $ (0.15) | $ (0.29) |
Net Loss Per Share - (Schedul_2
Net Loss Per Share - (Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares | Jul. 21, 2021 | Jul. 19, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive shares (in shares) | 5,073,716 | 4,801,048 | 5,072,071 | 4,790,969 | |||||
Class A units outstanding (in shares) | 172,921 | 172,921 | 172,921 | 172,921 | |||||
Unvested restricted shares | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Granted (in shares) | 225,500 | 52,778 | 309,475 | ||||||
Unvested restricted shares | Restricted Share Plan | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Shares outstanding (in shares) | 517,334 | 127,032 | 517,334 | 127,032 | |||||
Unvested restricted shares (in shares) | 517,333 | 517,333 | 400,872 | ||||||
Granted (in shares) | 313,474 | ||||||||
Forfeited (in shares) | 19,875 | ||||||||
LTIP Unit | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Unvested restricted shares (in shares) | 4,496,796 | 4,496,796 | 4,496,796 | 4,496,796 | |||||
2021 OPP | American Realty Capital Advisors | Advisor | Subsequent Event | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Granted (in shares) | 8,528,885 | ||||||||
2018 LTIP Unit Award | Subsequent Event | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Forfeited (in shares) | 4,496,796 | ||||||||
Unvested restricted shares | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive shares (in shares) | 403,999 | 131,331 | 402,354 | 121,252 | |||||
Class A Units | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||
Antidilutive shares (in shares) | 172,921 | 172,921 | 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 | 4,496,796 | 4,496,796 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Aug. 05, 2021USD ($) | Jul. 21, 2021USD ($)$ / sharesshares | Jul. 20, 2021USD ($) | Jul. 19, 2021shares | May 04, 2021USD ($) | Aug. 30, 2018USD ($)$ / shares | Aug. 05, 2021USD ($)property |
Subsequent Event [Line Items] | |||||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 16.0114 | ||||||
2018 LTIP Unit Award | American Realty Capital Advisors | Advisor | |||||||
Subsequent Event [Line Items] | |||||||
Director compensation, restricted stock | $ 72 | $ 72 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of real estate properties acquired | property | 13 | ||||||
Payments to acquire real estate | $ 56.5 | ||||||
Subsequent Event | Advisor | |||||||
Subsequent Event [Line Items] | |||||||
Decrease in accounts receivable, related parties | $ 1.4 | ||||||
Subsequent Event | 2018 LTIP Unit Award | |||||||
Subsequent Event [Line Items] | |||||||
Forfeited (in shares) | shares | 4,496,796 | ||||||
Subsequent Event | 2021 OPP | American Realty Capital Advisors | Advisor | |||||||
Subsequent Event [Line Items] | |||||||
Director compensation, restricted stock | $ 72 | ||||||
Ten-day trailing average closing price (in dollars per share) | $ / shares | $ 8.4419 | ||||||
Granted (in shares) | shares | 8,528,885 | ||||||
Fair value of equity award | $ 40.8 |