Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39443 | |
Entity Registrant Name | NETSTREIT Corp. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 84-3356606 | |
Entity Address, Address Line One | 5910 N. Central Expressway | |
Entity Address, Address Line Two | Suite 1600 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75206 | |
City Area Code | 972 | |
Local Phone Number | 200-7100 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | NTST | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,979,176 | |
Entity Central Index Key | 0001798100 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Real estate, at cost: | ||
Land | $ 168,214 | $ 83,996 |
Buildings and improvements | 320,684 | 140,057 |
Total real estate, at cost | 488,898 | 224,053 |
Less accumulated depreciation | (6,703) | (132) |
Real estate held for investment, net | 482,195 | 223,921 |
Assets held for sale | 32,599 | 8,532 |
Cash, cash equivalents and restricted cash | 137,010 | 169,319 |
Acquired lease intangible assets, net | 67,459 | 28,846 |
Other assets, net | 6,006 | 3,304 |
Total assets | 725,269 | 433,922 |
Liabilities: | ||
Term loan, net | 174,048 | 173,913 |
Lease intangible liabilities, net | 16,645 | 4,672 |
Liabilities related to assets held for sale | 919 | 189 |
Accounts payable, accrued expenses and other liabilities | 4,950 | 2,716 |
Total liabilities | 196,562 | 181,490 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common stock, $0.01 par value, 400,000,000 shares authorized; 25,734,474 and 8,860,760 shares issued and outstanding; as of September 30, 2020 and December 31, 2019, respectively | 257 | 89 |
Additional paid-in capital | 452,911 | 164,416 |
(Deficit)/Retained earnings | (5,984) | 28 |
Accumulated other comprehensive loss | (110) | 0 |
Total shareholders’ equity | 447,074 | 164,533 |
Noncontrolling interests | 81,633 | 87,899 |
Total equity | 528,707 | 252,432 |
Total liabilities and equity | $ 725,269 | $ 433,922 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 25,734,474 | 8,860,760 |
Common stock, shares outstanding | 25,734,474 | 8,860,760 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Rental revenue (including reimbursable) | $ 9,652 | $ 4,786 | $ 22,277 | $ 16,203 |
Operating expenses | ||||
Property | 624 | 293 | 1,344 | 853 |
General and administrative | 4,109 | 956 | 7,841 | 2,915 |
Depreciation and amortization | 4,692 | 2,660 | 10,153 | 8,065 |
Provisions for impairment | 363 | 2,839 | 1,773 | 6,268 |
Transaction costs | 1,241 | 3 | 2,969 | 76 |
Total operating expenses | 11,029 | 6,751 | 24,080 | 18,177 |
Other income (expense) | ||||
Interest expense, net | (1,018) | (2,449) | (3,815) | (8,349) |
Gain on sales of real estate | 54 | 1,674 | 1,070 | 5,773 |
Gain on forfeited earnest money deposit | 0 | 0 | 250 | 0 |
Total other expense | (964) | (775) | (2,495) | (2,576) |
Net loss | (2,341) | (2,740) | (4,298) | (4,550) |
Net loss attributable to noncontrolling interests | (263) | 0 | (799) | 0 |
Net loss attributable to common shareholders | (2,078) | (2,740) | (3,499) | (4,550) |
Cumulative preferred stock dividends and redemption premium | 36 | 0 | 42 | 0 |
Net loss attributable to common shareholders | $ (2,114) | (2,740) | $ (3,541) | (4,550) |
Amounts available to common shareholders per common share: | ||||
Basic (in dollars per share) | $ (0.11) | $ (0.26) | ||
Diluted (in dollars per share) | $ (0.11) | $ (0.26) | ||
Weighted average common shares: | ||||
Basic (in shares) | 18,825,389 | 13,771,457 | ||
Diluted (in shares) | 18,825,389 | 13,771,457 | ||
Unrealized (loss) gain on derivatives, net | $ (128) | 0 | $ (128) | 55 |
Total comprehensive loss | (2,469) | (2,740) | (4,426) | (4,495) |
Comprehensive loss attributable to noncontrolling interests | (281) | 0 | (817) | 0 |
Comprehensive loss attributable to common shareholders | $ (2,188) | $ (2,740) | $ (3,609) | $ (4,495) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (4,298) | $ (4,550) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 10,153 | 8,065 |
Amortization of deferred financing costs | 464 | 775 |
Amortization of above/below-market assumed debt | 0 | (13) |
Noncash revenue adjustments | 1,077 | 1,174 |
Stock-based compensation expense | 1,753 | 0 |
Gain on sale of real estate | (1,070) | (5,773) |
Gain on forfeited earnest money deposit | (250) | 0 |
Provisions for impairment | 1,773 | 6,268 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed: | ||
Other assets, net | (4,323) | 432 |
Accounts payable, accrued expenses and other liabilities | 2,313 | (1,080) |
Lessee improvement obligations | (1,893) | 0 |
Net cash provided by operating activities | 5,699 | 5,298 |
Cash flows from investing activities | ||
Acquisitions of real estate | (327,338) | (1,232) |
Real estate improvements | (1,268) | (450) |
Earnest money deposits | (43) | 0 |
Purchase of computer equipment | (51) | 0 |
Proceeds from sale of real estate held for investment | 11,778 | 70,353 |
Net cash (used in) provided by investing activities | (316,922) | 68,671 |
Cash flows from financing activities | ||
Issuance of common stock in initial public offering, net | 227,321 | 0 |
Issuance of common stock in private offering, net | 54,559 | 0 |
Issuance of preferred stock, net | 104 | 0 |
Payment of preferred stock dividends | (8) | 0 |
Payment of common stock dividends | (2,430) | 0 |
Payment of OP unit distributions | (419) | 0 |
Redemption of preferred stock, net | (138) | 0 |
Proceeds from term loans | 0 | 708 |
Principal payments on term loans | 0 | (53,811) |
Principal payments on mortgages payable | 0 | (14,756) |
Proceeds under revolving credit facility | 50,000 | 0 |
Repayments under revolving credit facility | (50,000) | 0 |
Deferred financing costs | (75) | (199) |
Partners’ contributions | 0 | 537 |
Partners’ distributions | 0 | (5,526) |
Net cash provided by (used in) financing activities | 278,914 | (73,047) |
Net change in cash and cash equivalents | (32,309) | 922 |
Cash, cash equivalents and restricted cash at beginning of the period | 169,319 | 1,950 |
Cash, cash equivalents and restricted cash at end of the period | 137,010 | 2,872 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 3,484 | 7,557 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Redemption of OP units and issuance of common stock upon initial public offering | 5,030 | 0 |
Reclassification of deferred offering expenses to additional paid-in capital upon initial public offering | 4,171 | 0 |
Dividends declared on restricted stock | 41 | 0 |
Cash flow hedge change in fair value | $ (128) | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Equity - USD ($) $ in Thousands | Total | Preferred Stock Issuance, REIT Status | Private Placement | Shareholders’ Equity | Shareholders’ EquityPreferred Stock Issuance, REIT Status | Shareholders’ EquityPrivate Placement | Preferred stock | Preferred stockPreferred Stock Issuance, REIT Status | Common stock | Common stockPrivate Placement | Additional Paid-in Capital | Additional Paid-in CapitalPrivate Placement | (Deficit)/ Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Partners’ Capital |
Beginning balance at Dec. 31, 2018 | $ 82,748 | $ 82,748 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Partners’ contribution | 537 | 537 | ||||||||||||||
Partners’ distribution | (3,600) | (3,600) | ||||||||||||||
Net income (loss) | (3,076) | (3,076) | ||||||||||||||
Other comprehensive income (loss) | 24 | 24 | ||||||||||||||
Ending balance at Mar. 31, 2019 | 76,633 | 76,633 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Other comprehensive income (loss) | 24 | 24 | ||||||||||||||
Net income (loss) | (3,076) | (3,076) | ||||||||||||||
Beginning balance at Dec. 31, 2018 | 82,748 | 82,748 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Net income (loss) | (4,550) | |||||||||||||||
Ending balance at Sep. 30, 2019 | 73,264 | 73,264 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | (4,550) | |||||||||||||||
Beginning balance at Mar. 31, 2019 | 76,633 | 76,633 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Partners’ contribution | 0 | |||||||||||||||
Partners’ distribution | (1,926) | (1,926) | ||||||||||||||
Net income (loss) | 1,266 | 1,266 | ||||||||||||||
Other comprehensive income (loss) | 31 | 31 | ||||||||||||||
Ending balance at Jun. 30, 2019 | 76,004 | 76,004 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Other comprehensive income (loss) | 31 | 31 | ||||||||||||||
Net income (loss) | 1,266 | 1,266 | ||||||||||||||
Partners’ contribution | 0 | |||||||||||||||
Partners’ distribution | 0 | |||||||||||||||
Net income (loss) | (2,740) | (2,740) | ||||||||||||||
Other comprehensive income (loss) | 0 | |||||||||||||||
Ending balance at Sep. 30, 2019 | 73,264 | 73,264 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Other comprehensive income (loss) | 0 | |||||||||||||||
Net income (loss) | (2,740) | (2,740) | ||||||||||||||
Net income (loss) | (1,552) | $ (1,127) | $ (1,127) | $ (425) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 8,860,760 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | 252,432 | 164,533 | $ 0 | $ 89 | $ 164,416 | 28 | $ 0 | 87,899 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of stock (in shares) | 125 | 2,936,885 | ||||||||||||||
Issuance of stock | $ 125 | $ 58,003 | $ 125 | $ 58,003 | $ 125 | $ 29 | $ 57,974 | |||||||||
Offering and related costs of preferred stock | (21) | (21) | (21) | |||||||||||||
Offering and related costs of common stock | (3,444) | (3,444) | (3,444) | |||||||||||||
Net income (loss) | (1,552) | (1,127) | (1,127) | (425) | ||||||||||||
Ending balance at Mar. 31, 2020 | 305,543 | 218,069 | $ 104 | $ 118 | 218,946 | (1,099) | 0 | 87,474 | 0 | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 125 | 11,797,645 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Net income (loss) | (4,298) | |||||||||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | 8,860,760 | ||||||||||||||
Beginning balance at Dec. 31, 2019 | 252,432 | 164,533 | $ 0 | $ 89 | 164,416 | 28 | 0 | 87,899 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Net income (loss) | (4,298) | |||||||||||||||
Ending balance at Sep. 30, 2020 | 528,707 | 447,074 | $ 0 | $ 257 | 452,911 | (5,984) | (110) | 81,633 | 0 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 25,734,474 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Net income (loss) | (405) | (294) | (294) | (111) | ||||||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 125 | 11,797,645 | ||||||||||||||
Beginning balance at Mar. 31, 2020 | 305,543 | 218,069 | $ 104 | $ 118 | 218,946 | (1,099) | 0 | 87,474 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Dividends declared and paid on preferred stock | (6) | (6) | (6) | |||||||||||||
Net income (loss) | (405) | (294) | (294) | (111) | ||||||||||||
Ending balance at Jun. 30, 2020 | 305,132 | 217,769 | $ 104 | $ 118 | 218,946 | (1,399) | 0 | 87,363 | 0 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 125 | 11,797,645 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||
Net income (loss) | (2,341) | (2,078) | (2,078) | (263) | ||||||||||||
Other comprehensive income (loss) | (128) | (110) | (110) | (18) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Issuance of stock (in shares) | 13,681,561 | |||||||||||||||
Issuance of stock | 246,268 | 246,268 | $ 136 | 246,132 | ||||||||||||
Offering and related costs of common stock | (18,947) | (18,947) | (18,947) | |||||||||||||
Dividends declared and paid on preferred stock | (2) | (2) | (2) | |||||||||||||
Dividends and distributions declared on common stock and OP units | (2,849) | (2,430) | (2,430) | (419) | ||||||||||||
Dividends declared on restricted stock | (41) | (41) | (41) | |||||||||||||
Redemption of preferred stock upon initial public offering | (138) | (138) | $ (104) | (34) | ||||||||||||
Redemption of preferred stock upon initial public offering (in shares) | (125) | |||||||||||||||
Redemption of OP Units and issuance of common stock in initial public offering | 0 | 5,030 | $ 3 | 5,027 | (5,030) | |||||||||||
Redemption of OP Units and issuance of common stock in initial public offering (in shares) | 255,268 | |||||||||||||||
Stock-based compensation | 1,753 | 1,753 | 1,753 | |||||||||||||
Other comprehensive income (loss) | (128) | (110) | (110) | (18) | ||||||||||||
Net income (loss) | (2,341) | (2,078) | (2,078) | (263) | ||||||||||||
Ending balance at Sep. 30, 2020 | $ 528,707 | $ 447,074 | $ 0 | $ 257 | $ 452,911 | $ (5,984) | $ (110) | $ 81,633 | $ 0 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | 25,734,474 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business NETSTREIT Corp. (“Successor” or the “Company”) was incorporated on October 11, 2019 as a Maryland corporation and commenced operations on December 23, 2019. The Company conducts its operations through NETSTREIT, L.P., a Delaware limited partnership (the “Operating Partnership”). NETSTREIT GP, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. The Company elected to be treated and to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its short taxable year ended December 31, 2019 upon the filing of its U.S. federal income tax return for such taxable year. Additionally, the Operating Partnership formed NETSTREIT Management TRS, LLC (“NETSTREIT TRS”), which together with the Company jointly elected to be treated as a taxable REIT subsidiary under Section 856(a) of the Internal Revenue Code of 1986, as amended, (the “Code”) for U.S. federal income tax purposes. The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an "UPREIT") and is an internally managed real estate company that acquires, owns and manages a diversified portfolio of single-tenant, retail commercial real estate leased on a long-term basis to high credit quality tenants across the United States. As of September 30, 2020, the Company owned 189 properties, located in 37 states. Private Offering and Formation Transactions On December 23, 2019, the Company completed a series of transactions (collectively the “Private Offering”) pursuant to which the Company sold 8,860,760 shares of common stock at $19.75 per share in a private placement under Rule 144A and Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Private Offering, the Company completed the formation transactions described below. On January 30, 2020, the initial purchaser in the Private Offering exercised its over-allotment option to purchase 2,936,885 shares of the Company’s common stock, which were delivered on February 6, 2020. The Company contributed the net proceeds of $219.0 million from the Private Offering to the Operating Partnership in exchange for 11,797,645 Class A Operating Partnership Units (“OP Units”). Upon completion of the Private Offering and the over-allotment option, non-controlling interest holders owned approximately 27.4% of the Operating Partnership (the Operating Partnership issued total Class A and Class B OP Units of 15,449,794 and 796,870, respectively). Concurrently with the closing of the Private Offering, EverSTAR Income and Value Fund V, LP, a Delaware limited partnership (the “Predecessor”), was merged with and into the Operating Partnership, with the Operating Partnership surviving, and the continuing investors in the Operating Partnership receiving an aggregate of 3,652,149 Class A OP Units, other than the Chief Executive Officer of the Company, who received 8,884 Class B OP Units, and an affiliate of the Predecessor’s general partner, which received 287,234 Class B OP Units. The Operating Partnership entered into a contribution agreement with EBA EverSTAR LLC, a Texas limited liability company, to internalize the Company’s management infrastructure, whereby EBA EverSTAR LLC contributed 100% of the membership interests in EBA EverSTAR Management, LLC, a Texas limited liability company and the manager of the Predecessor, to the Operating Partnership in exchange for 500,752 Class B OP Units. In connection with the internalization, EBA EverSTAR Management, LLC was re-domiciled in Delaware and its name was changed to NETSTREIT Management, LLC. A 0.01% interest in NETSTREIT Management, LLC was issued to NETSTREIT TRS. Concurrently with the consummation of the Private Offering, the Company entered into a $175.0 million term loan and $250.0 million revolving credit facility. On December 23, 2019, in connection with the acquisition of the Predecessor, the Company fully drew down on its term loan and used the proceeds to acquire the Predecessor, which concurrently settled its outstanding debt facilities. As part of the acquisition, the Company did not assume any obligations under the Predecessor’s then outstanding debt facilities. Series A Preferred Stock To maintain the Company’s status as a REIT, on January 27, 2020, the Company issued and sold 125 shares of 12.0% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), for $1,000 per share to accredited investors pursuant to Regulation D under the Securities Act. The shares of Series A Preferred Stock may be redeemed solely at the Company’s option for consideration equal to $1,000 per share, plus accrued and unpaid dividends thereon to and including the date fixed for redemption, plus a redemption premium as follows (i) until December 31, 2021, $100 and (ii) thereafter, no redemption premium. The Company redeemed all 125 outstanding shares of Series A Preferred Stock upon the completion of the initial public offering. See "Note 9 - Shareholders’ Equity, Partners’ Capital and Preferred Equity." Initial Public Offering On August 17, 2020, the Company completed the initial public offering of its common stock. The Company sold 12,244,732 shares of common stock and selling stockholders sold 255,268 shares of common stock at a price of $18.00 per share. The Company's common stock began trading on the New York Stock Exchange under the symbol "NTST" on August 13, 2020. On September 16, 2020, the Company issued an additional 1,436,829 shares of its common stock pursuant to the underwriters' over-allotment option in connection with the Company's initial public offering. The net proceeds to the Company from the initial public offering was $227.3 million, which is net of transaction costs and |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net loss is reduced by the portion of net loss attributable to non-controlling interests. For the periods prior to December 23, 2019, the accompanying condensed consolidated financial statements represent the historical financial information of the Predecessor. For the periods after December 23, 2019, the accompanying consolidated financial statements represent the historical financial information of the Successor. As a result of the Company’s formation transactions, the consolidated financial statements after December 23, 2019 are presented on a new basis of accounting pursuant to Accounting Standards Codification 805, Business Combinations. Interim Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited condensed consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements included in the Company's registration statement on Form S-11 and notes thereto as of and for the year ended December 31, 2019, which provide a more complete understanding of the Company’s accounting policies, financial position, operating results, business properties, and other matters. In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30, 2020 and 2019 are not necessarily indicative of the results for the full year. Noncontrolling Interests The Company presents noncontrolling interests, which represents OP Units, and classifies such interests as a component of permanent equity, separate from the Company's common stock shareholders' equity. Noncontrolling interests were created as part of an asset acquisition and recognized at fair value as of the date of the transaction. Effective with the Company’s initial public offering, each limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its OP Units for cash, based upon the value of an equivalent number of shares of the Company’s common stock at the time of the redemption, or, at the Company’s election, shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of the Company’s common stock. The election to pay cash or issue common stock is solely within the control of the Company to satisfy a noncontrolling interest holder's redemption request. Net income or loss of the Operating Partnership is allocated to its noncontrolling interests based on the noncontrolling interests' ownership percentages in the Operating Partnership. Ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units outstanding at the balance sheet date. Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments, and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Further, the uncertainty over the ultimate impact COVID-19 will have on the global economy and the Company’s business makes any estimates and assumptions as of September 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to conform with current period presentation of transactions costs within the condensed consolidated financial statements. Transaction costs were previously included within the caption "general and administrative". Risk and Uncertainties COVID-19 On March 11, 2020, the World Health Organization announced a new strain of coronavirus ("COVID-19”) was reported worldwide, resulting in COVID-19 being declared a pandemic, and on March 13, 2020 the U.S. President announced a National Emergency relating to the disease. COVID-19 and the measures taken to limit its spread are negatively impacting the economy across many industries, including industries in which our tenants operate. The impacts may continue and increase in severity as the duration of the pandemic lengthens. As a result, the Company is not yet able to determine the full impact of COVID-19 on its operations and therefore whether any such impact will be material. However, the Company’s operations and cash flows during the three and nine months ended September 30, 2020 were not materially impacted by COVID-19. As of October 29, 2020, the Company has collected 100.0% of October rent payments. In addition, the Company has not provided for any abatements or deferrals after August 1, 2020. The Company also adopted an optional remote-work policy and other physical distancing policies for its corporate office. The Company does not anticipate these policies to have any adverse impact on its ability to continue to operate its business. Transitioning to a remote-work environment has not had a material adverse impact on the Company's general ledger system, internal controls or controls and procedures related to its financial reporting process. Real Estate Held for Investment Real estate is recorded and stated at cost less any provision for impairment. Assets are recognized at fair value at acquisition date. The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition. Under Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, buildings, site improvements and tenant improvements. Intangible assets include the value of in-place leases and above-market leases and intangible liabilities include below-market leases. The fair value of the tangible assets of an acquired property with an in-place operating lease is determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases is determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases based on the specific characteristics of each tenant’s lease. The Company estimates the cost to execute leases with terms similar to the remaining lease terms of the in-place leases, including leasing commissions, legal and other related expenses. The fair value of above-market or below-market leases is recorded based on the net present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company’s estimate of the fair market lease rate for the corresponding in-place lease, measured over the remaining non-cancelable term of the lease including any below-market fixed rate renewal options for below-market leases. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including real estate valuations prepared by independent valuation firms. The Company also considers information and other factors including market conditions, the industry that the tenant operates in, characteristics of the real estate; e.g., location, size, demographics, value and comparative rental rates; tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business. Additionally, the Company considers information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets and liabilities acquired. Depreciation and Amortization Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets: Buildings 13 – 35 years Building improvements 15 years Tenant improvements Shorter of the term of the related lease or useful life Acquired in-place leases Remaining terms of the respective leases Assembled workforce 3 years Computer equipment 3 years Total depreciation and amortization expense was $4.7 million and $2.7 million during the three months ended September 30, 2020 and 2019, respectively. Total depreciation and amortization expense was $10.2 million and $8.1 million during the nine months ended September 30, 2020 and 2019, respectively. Depreciation expense on real estate held for investment and computer equipment was $3.2 million and $2.2 million during the three months ended September 30, 2020 and 2019, respectively. Depreciation expense on real estate held for investment and computer equipment was $7.0 million and $6.5 million during the nine months ended September 30, 2020 and 2019, respectively. Amortization expense on acquired in-place lease and assembled workforce intangible assets, and leasing commission costs were $1.4 million and $0.5 million during the three months ended September 30, 2020 and 2019. Amortization expense on acquired in-place lease and assembled workforce intangible assets, and leasing commission costs were $3.1 million and $1.6 million during the nine months ended September 30, 2020 and 2019. Repairs and maintenance are charged to operations as incurred; major renewals and betterments that extend the useful life or improve the operating capacity of the asset are capitalized. Upon the sale or disposition of a property, the asset and the related accumulated depreciation are removed from the condensed consolidated balance sheets with the difference between the proceeds received, net of sales costs, and the carrying value of the asset group recorded as a gain or loss on sale, subject to impairment considerations. Assets Held for Sale Properties classified as held for sale, including the related intangibles, on the condensed consolidated balance sheets include only those properties available for immediate sale in their present condition, which are actively being marketed, and for which management believes that it is probable that a sale of the property will be completed within one year. Properties held for sale are carried at the lower of cost or fair value, less estimated selling costs. No depreciation expense or amortization expense is recognized on properties held for sale and the related intangible assets or liabilities once they have been classified as such. Only disposals representing a strategic shift in operations are presented as discontinued operations. Accordingly, we have not reclassified results of operations for properties disposed during the year or held for sale as discontinued operations, as these events are a normal part of the Company’s operations and do not represent strategic shifts in the Company’s operations. As of September 30, 2020 and December 31, 2019, there were eight and two properties, respectively, classified as held for sale. Impairment of Long-Lived Assets The Company reviews for impairment whenever indicators of impairment exist, including giving consideration to factors related to the COVID-19 outbreak. If indicators are present, the Company will prepare a projection of the undiscounted future cash flows of the property, excluding interest charges, and determine if the carrying amount of the real estate is recoverable. When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair market value. The Company estimates fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and with regard to assets held for sale, based on the negotiated selling price, less estimated costs of disposal. The following table summarizes the provision for impairment during the periods indicated below (in thousands): Successor Predecessor Successor Predecessor Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Total provision for impairment $ 363 $ 2,839 $ 1,773 $ 6,268 Number of properties: (1) Classified as held for sale 2 4 4 5 Disposed within the period — — 1 1 (1) Includes properties that are impaired and/(or) impaired and held for sale as of the end of the respective periods. Cash, Cash Equivalents and Restricted Cash The Company considers all cash balances, money market accounts and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Restricted cash includes cash restricted for property tenant improvements and cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Code. The Company’s bank balances as of September 30, 2020 and December 31, 2019 include certain amounts over the Federal Deposit Insurance Corporation limits. Revenue Recognition and Related Matters The Company’s rental revenue is primarily related to rent received from tenants under leases accounted for as operating leases. Rent from leases that have fixed and determinable rent increases is recognized on a straight-line basis over the non-cancellable initial term of the lease and reasonably certain renewal periods, from the later of the date of the commencement of the lease or the date of acquisition of the property subject to the lease. The difference between rental revenue recognized and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of other assets in the consolidated balance sheets. Variable lease revenues include tenant reimbursements, lease termination fees, changes in the index or market-based indices after the inception of the lease or percentage rents. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred. The Company and its Predecessor recognized variable lease revenue related to tenant reimbursements and lease termination fees for the periods presented. Capitalized above-market and below-market lease values are amortized on a straight-line basis as a reduction or increase of rental revenue as appropriate over the remaining non-cancellable terms of the respective leases. In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which was added to the ASC under Topic 606 (“ASC 606”) (“ASU 2014-09”). ASC 606 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. As the Company’s revenues are primarily generated through leasing arrangements, and the Company has elected the lessor practical expedient to report income on one line within its condensed consolidated statements of operations and comprehensive loss from the associated lease for all existing and new leases under ASU 2016-02, “Leases (ASC 842)”, the Company’s revenues fall outside the scope of this standard. An allowance for doubtful accounts is provided against the portion of accounts receivable, net including straight-line rents, which is estimated to be uncollectible, which includes a portfolio-based reserve and reserves for specific disputed amounts. Such allowances are reviewed each period based upon recovery experience and the specific facts of each outstanding amount. Stock-Based Compensation The Company has a share-based compensation award program for our employees and directors. Stock-based compensation expense associated with these awards is recognized in general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. We measure stock-based compensation at the estimated fair value on the grant date and recognize the amortization of stock-based compensation expense over the requisite service or performance period. Transaction Costs Represents costs incurred by the Company to facilitate the private offering and formation transactions and the initial public offering. These costs were $0.9 million and $2.2 million during the three and nine months ended September 30, 2020, respectively, with no costs in 2019. In addition, transaction costs include expenses associated with abandoned acquisitions and other acquisition related activity. Acquisition related expenses were $0.3 million and $0.8 million for the three and nine months ended September 30, 2020, respectively, and $0.1 million for both the three and nine months ended September 30, 2019. Income Taxes The Company elected to be treated and qualify as a REIT for U.S. federal income tax purposes beginning with its short taxable year ended December 31, 2019 upon the filing of its U.S. federal income tax return for such taxable year. To qualify as a REIT, the Company must meet certain organizational, income, asset and distribution tests. Accordingly, the Company will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions of all of its taxable income to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution and share ownership tests. To maintain the status of a REIT, the Company is required to declare and pay a dividend of $0.2 million relating to its 2019 fiscal period by December 31, 2020. Accordingly, the Company declared and paid a $2.8 million dividend in the second half of 2020 which was inclusive of the $0.2 million obligation for 2019. The Company made a joint election with NETSTREIT TRS for it to be treated as a taxable REIT subsidiary which may be subject to U.S. federal, state, and local income taxes on its taxable income. In general, NETSTREIT TRS may perform services for tenants of the Company, hold assets that the Company cannot hold directly and may engage in any real estate or non-real estate-related business. As of September 30, 2020, the Company has no provision for state, local or federal income taxes in its condensed consolidated financial statements. Earnings Per Share Earnings per common share has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings per Share. Basic earnings per share (“EPS”) are computed by dividing net loss allocated to common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. No effect is shown for any securities that are anti-dilutive. Net loss allocated to common shareholders represents net loss less income allocated to participating securities and non-controlling interests. None of the Company’s equity awards are participating securities. Fair Value Measurement Fair value measurements are utilized in the accounting of the Company’s assets acquired and liabilities acquired in an asset acquisition and also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company uses the following inputs in its fair value measurements: – Level 2 inputs for its debt and derivative financial instrument fair value disclosures. See "Note 6 - Debt" and "Note 7 - Derivative Financial Instruments," respectively; and – Level 2 and Level 3 inputs when assessing the fair value of assets and liabilities acquired in connection with real estate acquisitions. See "Note 4 - Acquisition and Disposition of Real Estate." The fair value of the Company’s cash, cash equivalents and restricted cash (including money market accounts), other assets and accounts payable, accrued expenses and other liabilities approximate their carrying value because of the short-term nature of these instruments. Provisions for impairments recognized in the three and nine months ended September 30, 2020 and 2019 related to assets held for sale and the impairment was determined based on the negotiated selling price, less costs of disposal, compared to the carrying value of the property. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. The Company is exposed to credit risk with respect to cash held at various financial institutions, access to its credit facilities, and amounts due or payable under derivative contracts. The credit risk exposure with regard to the Company’s cash, credit facilities, and derivative instruments is spread among a diversified group of investment grade financial institutions. The Company’s rental revenues are derived from 56 separate tenants leasing 190 total properties for the three and nine months ended September 30, 2020. For the three months ended September 30, 2020, one tenant, 7-Eleven, accounted for 12.2% of rental revenue. For the nine months ended September 30, 2020, there were no tenants with rental revenue that exceeded 10%. The Predecessor’s rental revenues are derived from 41 separate tenants leasing 104 total properties and 47 separate tenants leasing 124 total properties for the three and nine months ended September 30, 2019, respectively. For the three months ended September 30, 2019, two tenants, CVS and Dollar General, accounted for 11.5% and 10.8% of rental revenue, respectively. For the nine months ended September 30, 2019, one tenant, CVS, accounted for 13.1% of the rental revenue. Segment Reporting The Company considers each one of its properties to be an operating segment, none of which meets the threshold for a reportable segment. The Company allocates resources and assesses operating performance based on individual property needs. All of the Company’s operating segments meet the aggregation criteria, and thus, the Company reports one segment, rental operations. There were no intersegment sales during the periods presented. Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of this new guidance. On January 1, 2020, the Company adopted ASU 2016-13. The adoption of this standard has not materially impacted the Company's condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This new guidance modified the disclosure requirements on fair value measurements. Public entities are required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities will no longer be required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions, including eliminating "at a minimum" from the phrase "an entity shall disclose at a minimum" to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifying that materiality is an appropriate consideration when evaluating disclosure requirements. On January 1, 2020, the Company adopted ASU 2018-13. The adoption of this standard has not materially impacted the Company's condensed consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU 2018-17”). ASU 2018-17 is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. On January 1, 2020, the Company adopted ASU 2018-17. The adoption of this standard has not materially impacted the Company’s condensed consolidated financial statements. In April 2020, the FASB issued a question and answer document, “Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic” focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 global pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. Entities can elect to not evaluate whether certain concessions provided by lessors to mitigate the effects of COVID-19 on lessees are lease modifications. Entities that make this election can then elect to apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. For all leases when the Company is a lessor, the Company elected to not evaluate whether certain concessions that do not result in a substantial increase in the Company’s rights as the lessor or the obligations of the lessee provided to mitigate the effects of COVID-19 on tenants are lease modifications, further electing to account for the concession as if it were contemplated as part of the existing contract. On April 1, 2020, the Company adopted this guidance and determined that it has not materially impacted the Company's condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models currently required. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption will be permitted. The adoption of this standard will not materially impact the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 "Topic 848: Reference Rate Reform." ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. On July 1, 2020, the Company has elected to apply the hedge accounting expedients related to probability and 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 derivatives consistent with past presentation. The Company determined these elections have not materially impacted the Company's condensed consolidated financial statements. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases The Company acquires, owns and manages commercial single-tenant lease properties, with the majority being long-term triple-net leases where the tenant is generally responsible for all improvements and contractually obligated to pay all operating costs (such as real estate taxes, utilities and repairs and maintenance costs). As of September 30, 2020, the Company owned 189 single-tenant retail net leased properties spanning 37 states, with tenants representing 55 different brands or concepts across 23 retail sectors. As of September 30, 2020, the remaining terms of leases range from 2-35 years. The Company’s property leases have been classified as operating leases and some have scheduled rent increases throughout the lease term. All lease-related income is reported as a single line item, rental revenue (including reimbursable), in the condensed consolidated statements of operations and comprehensive loss and is presented net of provision for doubtful accounts. The following table provides a disaggregation of lease income recognized under ASC 842 (in thousands): Successor Predecessor Successor Predecessor Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Rental revenue Fixed lease income (1) $ 8,975 $ 4,724 $ 20,833 $ 16,134 Variable lease income (2) 458 167 1,104 555 Other rental revenue: Above/below market lease amortization 219 (105) 340 (486) Rental revenue (including reimbursables) $ 9,652 $ 4,786 $ 22,277 $ 16,203 (1) Fixed lease income includes contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term. (2) Variable lease income primarily includes tenant reimbursements for real estate taxes, insurance, common area maintenance, lease termination fees, and the write-off of doubtful accounts. |
Acquisition and Disposition of
Acquisition and Disposition of Real Estate | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Acquisition and Disposition of Real Estate | Acquisition and Disposition of Real Estate Acquisitions During the nine months ended September 30, 2020, the Company acquired 98 properties for a total purchase price of $327.3 million, inclusive of $3.6 million of capitalized acquisition costs. The acquisitions were all accounted for as asset acquisitions. An allocation of the purchase price and acquisition costs paid for the completed acquisitions is as follows (in thousands): For the Nine Months Ended September 30, 2020 Land $ 98,587 Buildings 166,177 Site improvements 22,580 Tenant improvements 6,065 Lease in-place intangible assets 44,708 Lease above-market intangible assets 4,172 Construction-in-progress assets 270 Fuel equipment 156 342,715 Liabilities assumed Lease below-market intangible liabilities (13,484) Accounts payable, accrued expense and other liabilities (1,893) Purchase price (including acquisition costs) $ 327,338 During the nine months ended September 30, 2019, the Company acquired one property for a total purchase price of $1.2 million, inclusive of $0.1 million of capitalized acquisition costs. The acquisition was accounted for as an asset acquisition. Dispositions During the three months ended September 30, 2020, the Company sold one property for a total sales price, net of disposal costs, of $1.9 million, recognizing a gain on sale of $0.1 million. During the nine months ended September 30, 2020, the Company sold three properties for a total sales price, net of disposal costs, of $11.8 million, recognizing a gain on sale of $1.1 million. During 2019, the Company entered into an agreement to sell one property to a third-party and received a nonrefundable $0.3 million earnest money deposit, which upon termination of the agreement in the first quarter of 2020, was recognized as a gain. During the three months ended September 30, 2019, the Predecessor sold five properties for a total sales price, net of disposal costs, of $11.4 million, recognizing a gain on sale of $1.7 million. During the nine months ended September 30, 2019, the Predecessor sold 24 properties for a total sales price, net of disposal costs, of $70.4 million, recognizing a gain on sale of $5.8 million. |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Gross Accumulated Amortization Net Carrying Amount Gross Accumulated Amortization Net Carrying Amount Assets: In-place leases $ 61,609 $ (2,782) $ 58,827 $ 20,763 $ (56) $ 20,707 Above-market leases 8,322 (337) 7,985 7,286 (13) 7,273 Assembled workforce 873 (226) 647 873 (7) 866 Total Intangible assets $ 70,804 $ (3,345) $ 67,459 $ 28,922 $ (76) $ 28,846 Liabilities: Below-market leases $ 17,322 $ (677) $ 16,645 $ 4,682 $ (10) $ 4,672 The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of September 30, 2020 and as of December 31, 2019 by category and in total, were as follows: Years Remaining September 30, 2020 December 31, 2019 In-place leases 10.8 10.5 Above-market leases 12.8 15.3 Below-market leases 10.2 13.2 Assembled workforce 2.2 3.0 The Company records amortization of in-place lease assets to amortization expense, and records net amortization of above-market and below-market lease intangibles to rental revenue. The following amounts in the accompanying condensed consolidated statements of operations and comprehensive loss related to the amortization of intangibles assets and liabilities for all property and ground leases (in thousands): Successor Predecessor Successor Predecessor Three months ended September 30, 2020 Three months ended September 30, 2019 Nine months ended September 30, 2020 Nine months ended September 30, 2019 Amortization: Amortization of in-place leases $ 1,364 $ 509 $ 2,895 $ 1,576 Amortization of assembled workforce 73 — 219 — $ 1,437 $ 509 $ 3,114 $ 1,576 Net adjustment to rental revenue: Above-market lease assets (122) (205) (370) (803) Below-market lease liabilities 341 100 710 317 $ 219 $ (105) $ 340 $ (486) The following table provides the projected amortization of in-place lease assets and assembled workforce intangible assets to amortization expense, and the net amortization of above-market and below-market lease intangibles to rental revenue as of September 30, 2020, for the next five years and thereafter (in thousands): Remainder of 2020 2021 2022 2023 2024 Thereafter In-place leases $ 1,475 $ 5,899 $ 5,872 $ 5,833 $ 5,743 $ 34,005 Assembled workforce 73 291 283 — — — Amortization expense $ 1,548 $ 6,190 $ 6,155 $ 5,833 $ 5,743 $ 34,005 Above-market lease assets 173 693 678 673 669 5,099 Below-market lease liabilities (351) (1,402) (1,402) (1,395) (1,380) (10,715) Net adjustment to rental revenue $ (178) $ (709) $ (724) $ (722) $ (711) $ (5,616) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following (in thousands): September 30, 2020 December 31, 2019 Term loan: Term Loan (due December 23, 2024) $ 175,000 $ 175,000 Less: Unamortized discount and debt issuance costs (952) (1,087) $ 174,048 $ 173,913 In December 2019, the Company entered into a senior credit facility consisting of (i) a $175.0 million senior secured term loan (“Term Loan”) and (ii) a $250.0 million senior secured revolving credit facility (“Revolver”, and collectively with the Term Loan, the “Credit Facility”). Wells Fargo Securities, LLC is lead arranger and bookrunner and Wells Fargo Bank, National Association is administrative agent under the Credit Facility (the “Administrative Agent”). The Term Loan matures on December 23, 2024 and the Revolver matures on December 23, 2023, subject to extension up to one year. The Credit Facility is secured by a first priority perfected security interest in and lien on all existing and future equity interests of the Company’s direct and indirect subsidiaries of any Eligible Property (as defined in the Credit Facility) owned by the Company or any of the Company’s subsidiaries. The Credit Facility also provides that the Administrative Agent has the option to release the collateral securing the Credit Facility upon delivery of satisfactory evidence from the Company that Collateral Release Requirements (as defined in the Credit Facility) have been met, which requirements include, among others, conditions related to the unencumbered asset value and asset diversification of the Company. Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings. For so long as the Credit Facility is secured, the interest rates under the Credit Facility are based on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of Term Loan either (i) LIBOR, plus a margin ranging from 1.25% to 2.25%, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Facility), plus a margin ranging from 0.25% to 1.25%, based on the Company’s consolidated total leverage ratio and (B) in the case of Revolving Loans either (i) LIBOR, plus a margin ranging from 1.35% to 2.30%, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Facility), plus a margin ranging from 0.35% to 1.30%, based on the Company’s consolidated total leverage ratio. To the extent the Administrative Agent releases the collateral in connection with the Company’s satisfaction of the Collateral Release Requirements, the interest rates under the Credit Facility will be based on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of Term Loan either (i) LIBOR, plus a margin ranging from 1.15% to 1.60%, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Facility), plus a margin ranging from 0.15% to 0.60%, based on the Company’s consolidated total leverage ratio and (B) in the case of Revolving Loans either (i) LIBOR, plus a margin ranging from 1.20% to 1.80%, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Facility), plus a margin ranging from 0.20% to 0.80%, based on the Company’s consolidated total leverage ratio. The Company is required to pay a Revolver facility fee at an annual rate of 0.15% of the unused capacity if usage exceeds 50% of the total available facility, or 0.25% of the unused facility if usage does not exceed 50%. Loans from the Revolver are generally restricted if, among other things, the proposed usage of the proceeds from the loan do not meet certain criteria as outlined in the Credit Facility Agreement, if an event of default exists, or if the requested loan will create an event of default. Loans from the Revolver may not exceed the total revolving commitments. During the second quarter, the Company entered into an amendment to the Credit Facility to amend and redefine its debt covenant calculations. The Company incurred and capitalized less than $0.1 million of financing costs relating to this amendment, which has been pro-rated to the Term Loan and Revolver based on their respective borrowing capacities. Deferred financing costs are being amortized over the remaining terms of each respective loan. Term Loan deferred financing costs of $1.1 million, of which $1.0 million and $1.1 million is unamortized at September 30, 2020 and December 31, 2019, respectively, is included within Term Loan, net on the condensed consolidated balance sheets. Revolver deferred financing costs of $1.6 million, of which $1.3 million and $1.6 million is unamortized at September 30, 2020 and December 31, 2019, respectively, is included within other assets on the condensed consolidated balance sheets. Total deferred financing costs amortized on the Term Loan and Revolver for the three and nine months ended September 30, 2020 were $0.2 million and $0.5 million, respectively. This is included in Interest expense on the Company’s condensed consolidated statements of operations and comprehensive loss. Total deferred financing costs amortized on the Predecessor’s debt facilities for the three and nine months ended September 30, 2019 were $0.3 million and $0.8 million, respectively. This is included in interest expense on the Predecessor’s condensed consolidated statements of operations and comprehensive loss. As of September 30, 2020, and December 31, 2019, the Term Loan had an effective interest rate of 1.46% and 3.28%, respectively, which is reflective of the interest rate hedge as described in "Note 7 - Derivative Financial Instruments." The weighted average interest rate on the Term Loan was 2.17% for the nine months ended September 30, 2020. The Company incurred interest expense in connection with the Term Loan for the three and nine months ended September 30, 2020 of $0.6 million and $2.9 million, respectively. The Predecessor incurred interest expense of $2.2 million and $7.6 million in connection with its debt facilities for the three and nine months ended September 30, 2019, respectively. The fair value of the Company’s Term Loan is determined based on the expected future payments discounted at risk-adjusted rates. The Company assessed that the carrying value materially approximates the estimated fair value of the Term Loan at September 30, 2020 and December 31, 2019. The Company incurred interest expense on the Revolver for the three and nine months ended September 30, 2020 of $0.1 million, with a weighted average interest rate of 1.53%. As of September 30, 2020 and December 31, 2019, the Company had no borrowings under the Revolver. The Company also incurred interest expense in connection with unused capacity for the three and nine months ended September 30, 2020 of $0.1 million and $0.4 million, respectively. The Company was in compliance with all of its debt covenants as of September 30, 2020 and expects to be in compliance for the following twelve-month period. |
Derivative Financial Instrument
Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses interest rate derivative contracts to manage its exposure to changes in interest rates on its variable rate debt. These derivatives are considered cash flow hedges and are recorded on a gross basis at fair value. Assessments of hedge effectiveness are performed quarterly using either a qualitative or quantitative approach. The Company recognizes the entire change in the fair value in Accumulated Other Comprehensive Loss ("AOCL") and the change is reflected as cash flow hedge changes in fair value in the supplemental disclosures of non-cash investing and financing activities in the condensed consolidated statement of cash flows. Effective September 28, 2020, such derivatives were used to hedge the variable cash flows associated with Term Loan. Amounts will subsequently be reclassified to earnings when the hedged item affects earnings. The Company does not enter into derivative contracts for speculative or trading purposes and does not have derivative netting arrangements. The Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company evaluates counterparty credit risk through monitoring the creditworthiness of counterparties, which includes review of debt ratings and financial performance. To mitigate credit risk, the Company enters into agreements with counterparties it considers credit-worthy, such as large financial institutions with favorable credit ratings. The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Number of Instruments Notional Interest Rate Derivatives September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 Interest rate swaps 4 — $ 175,000 $ — The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 (in thousands): Derivative Assets Derivative Liabilities Fair Value at Fair Value at Derivatives Designated as Hedging Instruments: Balance Sheet Location September 30, 2020 December 31, 2019 Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swaps Other assets, net $ — $ — Accounts payable, accrued expenses and other liabilities $ 128 $ — Total $ — $ — $ 128 $ — The following table presents the effect of the Company's interest rate swaps on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019 (in thousands): Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Total Amount of Interest Expense, Net, Presented in the Consolidated Statements of Operations and Comprehensive Loss Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 2020 2019 For the Three Months Ended September 30 Interest Rate Products $ (129) $ — Interest expense, net $ (1) $ — $ (1,018) $ (2,449) Total $ (129) $ — $ (1) $ — $ (1,018) $ (2,449) For the Nine Months Ended September 30 Interest Rate Products $ (129) $ 55 Interest expense, net $ (1) $ 55 $ (3,815) $ (8,349) Total $ (129) $ 55 $ (1) $ 55 $ (3,815) $ (8,349) The valuation of these instruments is determined using widely accepted valuation techniques including 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, and uses observable market-based inputs, including interest rate curves. To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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 its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The table below presents the Company’s derivative liabilities measured at fair value on a recurring basis as of September 30, 2020, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Level 1 Level 2 Level 3 Total Fair Value September 30, 2020 Liabilities Derivative liabilities $ — $ 128 $ — $ 128 |
Supplemental Detail for Certain
Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets | Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets Other assets, net consist of the following (in thousands): September 30, 2020 December 31, 2019 Earnest money deposit $ 1,143 $ 1,100 Deferred financing costs, net 1,299 1,552 Accounts receivable, net 1,276 625 Deferred rent receivable 1,406 15 Other assets 882 12 $ 6,006 $ 3,304 Accounts payable, accrued expenses and other liabilities consists of the following (in thousands): September 30, 2020 December 31, 2019 Accrued expenses $ 1,777 $ 438 Accrued bonus 1,296 — Prepaid rent 1,183 607 Accounts payable 404 1,165 Other liabilities 290 506 $ 4,950 $ 2,716 |
Shareholders_ Equity, Partners_
Shareholders’ Equity, Partners’ Capital and Preferred Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders’ Equity, Partners’ Capital and Preferred Equity | Shareholders’ Equity, Partners’ Capital and Preferred Equity Common Stock Total net proceeds to the Company from the Company's initial public offering was $227.3 million which is net of underwriting discounts and offering costs of $18.9 million. The initial public offering resulted in the issuance of 13,681,561 shares of common stock. The Company's initial public offering also resulted in the non-controlling interest conversion of 255,236 of operating partnership units into common stock. Preferred Equity The Company redeemed all 125 outstanding shares of Series A Preferred Stock upon the completion of the initial public offering in August 2020 for approximately $0.1 million. As of September 30, 2020, there are no shares of preferred stock outstanding. Dividends The Company declared and paid a cash dividend of $0.10 per share for the third quarter of 2020. The dividend totaled $2.8 million and was paid on September 25, 2020 to shareholders of record as of September 15, 2020. Non-controlling Interest Non-controlling interest represent non-controlling holders of OP Units in the Operating Partnership. As of September 30, 2020 and December 31, 2019, non-controlling interest represents 14.0% and 33.4%, respectively. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation Under the NETSTREIT Corp. 2019 Omnibus Incentive Compensation Plan (the “Omnibus Incentive Plan”), which became effective on December 23, 2019, 2,094,976 shares of common stock are reserved for issuance. The Omnibus Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted shares, restricted stock units, long-term incentive plan units, dividend equivalent rights, and other share-based, share-related or cash-based awards, including performance-based awards, to employees, directors and consultants, with each grant evidenced by an award agreement providing the terms of the award. The Omnibus Incentive Plan is administered by the Compensation Committee of the Board of Directors. As of September 30, 2020, the only stock-based compensation granted by the Company were restricted stock units. Performance and Service Based Restricted Stock Units Pursuant to the Omnibus Incentive Plan, the Company made performance-based restricted stock unit grants to certain employees and non-employee directors. The performance condition required the Company to effectively file a shelf registration statement. Up until the point of filing the registration statement, performance was not deemed probable and accordingly, no restricted stock units had the capability of vesting and no stock-based compensation expense was recorded. As a result of the Company's initial public offering in August 2020, the performance condition was satisfied and the Company recorded a stock-based compensation expense catch-up adjustment of $1.4 million. The vesting terms of these grants are specific to the individual grant and vest in equal annual installments over the next three The following table summarizes performance and service based restricted stock unit activity for the period ended September 30, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested restricted stock grants outstanding as of December 31, 2019 168,353 $ 19.75 Granted during the period 85,441 19.75 Forfeited during the period (11,391) 19.75 Vested during the period — — Unvested restricted stock grants outstanding as of September 30, 2020 242,403 $ 19.75 For the three and nine months ended September 30, 2020, the Company recognized $1.7 million in stock-based compensation expense. No stock-based compensation expense was recognized in 2019. These amounts are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. As of September 30, 2020 and December 31, 2019, the remaining unamortized stock-based compensation expense totaled $3.1 million and $3.3 million, respectively. These units are subject to graded vesting and amortization is recognized ratably for each vesting tranche over the service period of each applicable award. The weighted average grant date fair value of unvested restricted units is calculated as the per share price determined in the Private Offering. Service Based Restricted Stock Units Pursuant to the Omnibus Incentive Plan, the Company made service-based restricted stock unit grants to certain employees and non-employee directors in connection with the initial public offering. The vesting terms of these grants are specific to the individual grant and vest in equal annual installments over the next three The following table summarizes service based restricted stock unit activity for the period ended September 30, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested restricted stock grants outstanding as of December 31, 2019 — $ — Granted during the period 169,793 18.00 Forfeited during the period — — Vested during the period — — Unvested restricted stock grants outstanding as of September 30, 2020 169,793 $ 18.00 For the three and nine months ended September 30, 2020, the Company recognized less than $0.1 million in stock-based compensation expense. No stock-based compensation expense was recognized in 2019. These amounts are included in general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. As of September 30, 2020, the remaining unamortized stock-based compensation expense totaled $3.0 million. There was no unamortized stock-based compensation expense as of the end of December 31, 2019. Amortization is recognized on a straight-line basis over the service period of each applicable award. The weighted average grant date fair value of service based unvested restricted units is calculated as the per share price determined in the initial public offering. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareThe table below provides net loss and the number of weighted average common shares and common share equivalents used in the computations of “basic” net loss per share and "dilutive" net loss per share for the three and nine months ended September 30, 2020. (in thousands, except share and per share data) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Numerator: Net loss from continuing operations $ (2,341) $ (4,298) Net loss from continuing operations, attributable to noncontrolling interest 263 799 Cumulative preferred stock dividends and redemption premium (36) (42) Net loss from continuing operations attributable to common shares, basic and diluted $ (2,114) $ (3,541) Denominator: Weighted average common shares outstanding, basic 18,825,389 13,771,457 Effect of dilutive shares for diluted net income per common share — — Weighted average common shares outstanding, diluted 18,825,389 13,771,457 Net loss available to common shareholders per common share, basic and diluted $ (0.11) $ (0.26) For the three and nine months ended September 30, 2020, diluted net loss per share attributable to common shareholders excludes approximately 24,302 and 8,101 weighted average unvested restricted shares, respectively, as these shares are anti-dilutive. In addition, the Company has non-controlling interest in the form of operating partnership units which are convertible into common stock. As of September 30, 2020 and December 31, 2019, there were 4,193,751 and 4,449,019 of OP Units outstanding, respectively. Subsequent to September 30, 2020, 2,244,702 of OP Units converted into shares of common stock on a one-for-one basis. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation and Regulatory Matters In the ordinary course of business, from time to time, the Company may be subject to litigation, claims and regulatory matters, none of which are currently outstanding, which the Company believes could have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations, liquidity or cash flows. Environmental Matters The Company is subject to environmental regulations related to the ownership of real estate. The cost of complying with the environmental regulations was not material to the Company or Predecessor’s results of operations for any of the periods presented. The Company is not aware of any environmental condition on any of its properties that is likely to have a material adverse effect on the condensed consolidated financial statements when the fair value of such liability can be reasonably estimated and is required to be recognized. Commitments At September 30, 2020, the Company did not have any commitments for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related-Party Transactions The Company did not enter into any related-party transactions during the three and nine months ended September 30, 2020. The Predecessor’s fees paid and accrued to the benefit of related parties for the three and nine months ended September 30, 2019 are as follows (amounts in thousands): Entity Transaction Type For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 EverSTAR IVF V GP, LLC Asset management fees $ 693 $ 2,162 EBA EverSTAR, LLC Disposition fees 154 840 EBA EverSTAR, LLC Acquisition fees — 18 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent events have been evaluated through October 29, 2020, the date these condensed consolidated financial statements were issued: Acquisition and Disposition of Real Estate Subsequent to September 30, 2020, the Company acquired five properties for a total purchase price, including transaction costs, of $8.8 million. In addition, the Company disposed of two properties classified as held for sale as of September 30, 2020 for a total sales price, net of disposal costs, of $4.4 million with a net gain on sale of assets of $1.1 million. OP Unit Conversions to Common Stock There were 2,244,702 OP Units that converted into shares of common stock on a one-for-one basis subsequent to September 30, 2020. Common Stock Dividend On October 27, 2020, the Company's Board of Directors declared a cash dividend of $0.20 per share for the fourth quarter of 2020. The dividend will be paid on December 15, 2020 to shareholders of record on December 1, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Interim Unaudited Financial Information | Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net loss is reduced by the portion of net loss attributable to non-controlling interests. For the periods prior to December 23, 2019, the accompanying condensed consolidated financial statements represent the historical financial information of the Predecessor. For the periods after December 23, 2019, the accompanying consolidated financial statements represent the historical financial information of the Successor. As a result of the Company’s formation transactions, the consolidated financial statements after December 23, 2019 are presented on a new basis of accounting pursuant to Accounting Standards Codification 805, Business Combinations. Interim Unaudited Financial Information |
Noncontrolling Interests | Noncontrolling Interests The Company presents noncontrolling interests, which represents OP Units, and classifies such interests as a component of permanent equity, separate from the Company's common stock shareholders' equity. Noncontrolling interests were created as part of an asset acquisition and recognized at fair value as of the date of the transaction. Effective with the Company’s initial public offering, each limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its OP Units for cash, based upon the value of an equivalent number of shares of the Company’s common stock at the time of the redemption, or, at the Company’s election, shares of the Company’s common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of the Company’s common stock. The election to pay cash or issue common stock is solely within the control of the Company to satisfy a noncontrolling interest holder's redemption request. Net income or loss of the Operating Partnership is allocated to its noncontrolling interests based on the noncontrolling interests' ownership percentages in the Operating Partnership. Ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units outstanding at the balance sheet date. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant assumptions and estimates relate to the useful lives of real estate assets, lease accounting, real estate impairment assessments, and allocation of fair value of purchase consideration. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. The Company evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Further, the uncertainty over the ultimate impact COVID-19 will have on the global economy and the Company’s business makes any estimates and assumptions as of September 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results could differ from those estimates. |
Reclassifications | ReclassificationsCertain reclassifications have been made to conform with current period presentation of transactions costs within the condensed consolidated financial statements. Transaction costs were previously included within the caption "general and administrative". |
Risk and Uncertainties | Risk and Uncertainties COVID-19 On March 11, 2020, the World Health Organization announced a new strain of coronavirus ("COVID-19”) was reported worldwide, resulting in COVID-19 being declared a pandemic, and on March 13, 2020 the U.S. President announced a National Emergency relating to the disease. COVID-19 and the measures taken to limit its spread are negatively impacting the economy across many industries, including industries in which our tenants operate. The impacts may continue and increase in severity as the duration of the pandemic lengthens. As a result, the Company is not yet able to determine the full impact of COVID-19 on its operations and therefore whether any such impact will be material. However, the Company’s operations and cash flows during the three and nine months ended September 30, 2020 were not materially impacted by COVID-19. As of October 29, 2020, the Company has collected 100.0% of October rent payments. In addition, the Company has not provided for any abatements or deferrals after August 1, 2020. The Company also adopted an optional remote-work policy and other physical distancing policies for its corporate office. The Company does not anticipate these policies to have any adverse impact on its ability to continue to operate its business. Transitioning to a remote-work environment has not had a material adverse impact on the Company's general ledger system, internal controls or controls and procedures related to its financial reporting process. |
Real Estate Held for Investment | Real Estate Held for Investment Real estate is recorded and stated at cost less any provision for impairment. Assets are recognized at fair value at acquisition date. The Company evaluates each acquisition transaction to determine whether the acquired asset meets the definition of a business and therefore accounted for as a business combination or if the acquisition transaction should be accounted for as an asset acquisition. Under Accounting Standards Update (“ASU”) 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), an acquisition does not qualify as a business when substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that qualify as asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. The Company allocates the purchase price of acquired properties accounted for as asset acquisitions to tangible and identifiable intangible assets or liabilities based on their relative fair values. Tangible assets may include land, buildings, site improvements and tenant improvements. Intangible assets include the value of in-place leases and above-market leases and intangible liabilities include below-market leases. |
Depreciation and Amortization | Depreciation and Amortization Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets: Buildings 13 – 35 years Building improvements 15 years Tenant improvements Shorter of the term of the related lease or useful life Acquired in-place leases Remaining terms of the respective leases Assembled workforce 3 years Computer equipment 3 years |
Assets Held for Sale | Repairs and maintenance are charged to operations as incurred; major renewals and betterments that extend the useful life or improve the operating capacity of the asset are capitalized. Upon the sale or disposition of a property, the asset and the related accumulated depreciation are removed from the condensed consolidated balance sheets with the difference between the proceeds received, net of sales costs, and the carrying value of the asset group recorded as a gain or loss on sale, subject to impairment considerations. Assets Held for Sale |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews for impairment whenever indicators of impairment exist, including giving consideration to factors related to the COVID-19 outbreak. If indicators are present, the Company will prepare a projection of the undiscounted future cash flows of the property, excluding interest charges, and determine if the carrying amount of the real estate is recoverable. When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair market value. The Company estimates fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and with regard to assets held for sale, based on the negotiated selling price, less estimated costs of disposal. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all cash balances, money market accounts and highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Restricted cash includes cash restricted for property tenant improvements and cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Code. The Company’s bank balances as of September 30, 2020 and December 31, 2019 include certain amounts over the Federal Deposit Insurance Corporation limits. |
Revenue Recognition and Related Matters | Revenue Recognition and Related Matters The Company’s rental revenue is primarily related to rent received from tenants under leases accounted for as operating leases. Rent from leases that have fixed and determinable rent increases is recognized on a straight-line basis over the non-cancellable initial term of the lease and reasonably certain renewal periods, from the later of the date of the commencement of the lease or the date of acquisition of the property subject to the lease. The difference between rental revenue recognized and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of other assets in the consolidated balance sheets. Variable lease revenues include tenant reimbursements, lease termination fees, changes in the index or market-based indices after the inception of the lease or percentage rents. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred. The Company and its Predecessor recognized variable lease revenue related to tenant reimbursements and lease termination fees for the periods presented. Capitalized above-market and below-market lease values are amortized on a straight-line basis as a reduction or increase of rental revenue as appropriate over the remaining non-cancellable terms of the respective leases. In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which was added to the ASC under Topic 606 (“ASC 606”) (“ASU 2014-09”). ASC 606 outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers. As the Company’s revenues are primarily generated through leasing arrangements, and the Company has elected the lessor practical expedient to report income on one line within its condensed consolidated statements of operations and comprehensive loss from the associated lease for all existing and new leases under ASU 2016-02, “Leases (ASC 842)”, the Company’s revenues fall outside the scope of this standard. An allowance for doubtful accounts is provided against the portion of accounts receivable, net including straight-line rents, which is estimated to be uncollectible, which includes a portfolio-based reserve and reserves for specific disputed amounts. Such allowances are reviewed each period based upon recovery experience and the specific facts of each outstanding amount. |
Stock-Based Compensation | Stock-Based Compensation The Company has a share-based compensation award program for our employees and directors. Stock-based compensation expense associated with these awards is recognized in general and administrative expenses in our condensed consolidated statements of operations and comprehensive loss. We measure stock-based compensation at the estimated fair value on the grant date and recognize the amortization of stock-based compensation expense over the requisite service or performance period. |
Transaction Costs | Transaction CostsRepresents costs incurred by the Company to facilitate the private offering and formation transactions and the initial public offering. |
Income Taxes | Income Taxes The Company elected to be treated and qualify as a REIT for U.S. federal income tax purposes beginning with its short taxable year ended December 31, 2019 upon the filing of its U.S. federal income tax return for such taxable year. To qualify as a REIT, the Company must meet certain organizational, income, asset and distribution tests. Accordingly, the Company will generally not be subject to corporate U.S. federal or state income tax to the extent that it makes qualifying distributions of all of its taxable income to its shareholders and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements, including certain asset, income, distribution and share ownership tests. To maintain the status of a REIT, the Company is required to declare and pay a dividend of $0.2 million relating to its 2019 fiscal period by December 31, 2020. Accordingly, the Company declared and paid a $2.8 million dividend in the second half of 2020 which was inclusive of the $0.2 million obligation for 2019. The Company made a joint election with NETSTREIT TRS for it to be treated as a taxable REIT subsidiary which may be subject to U.S. federal, state, and local income taxes on its taxable income. In general, NETSTREIT TRS may perform services for tenants of the Company, hold assets that the Company cannot hold directly and may engage in any real estate or non-real estate-related business. |
Earnings Per Share | Earnings Per Share Earnings per common share has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings per Share. Basic earnings per share (“EPS”) are computed by dividing net loss allocated to common shareholders by the weighted-average number of common shares outstanding for the reporting period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. No effect is shown for any securities that are anti-dilutive. Net loss allocated to common shareholders represents net loss less income allocated to participating securities and non-controlling interests. None of the Company’s equity awards are participating securities. |
Fair Value Measurement | Fair Value Measurement Fair value measurements are utilized in the accounting of the Company’s assets acquired and liabilities acquired in an asset acquisition and also affect the Company’s accounting for certain of its financial assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The hierarchy described below prioritizes inputs to the valuation techniques used in measuring the fair value of assets and liabilities. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the most observable inputs to be used when available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 inputs, such as quoted prices in an active market; Level 2 inputs, which are observable inputs for similar assets; or Level 3 inputs, which are unobservable inputs. The Company uses the following inputs in its fair value measurements: – Level 2 inputs for its debt and derivative financial instrument fair value disclosures. See "Note 6 - Debt" and "Note 7 - Derivative Financial Instruments," respectively; and – Level 2 and Level 3 inputs when assessing the fair value of assets and liabilities acquired in connection with real estate acquisitions. See "Note 4 - Acquisition and Disposition of Real Estate." |
Segment Reporting | Segment ReportingThe Company considers each one of its properties to be an operating segment, none of which meets the threshold for a reportable segment. The Company allocates resources and assesses operating performance based on individual property needs. All of the Company’s operating segments meet the aggregation criteria, and thus, the Company reports one segment, rental operations. There were no intersegment sales during the periods presented. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”) which changes the model for the measurement of credit losses on financial instruments. Specifically, the amendments in the ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2018, the FASB issued ASU 2018-19 “Codification Improvements to Topic 326, Financial Instruments - Credit Losses”, which clarifies that receivables arising from operating leases are not within the scope of this new guidance. On January 1, 2020, the Company adopted ASU 2016-13. The adoption of this standard has not materially impacted the Company's condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This new guidance modified the disclosure requirements on fair value measurements. Public entities are required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities will no longer be required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions, including eliminating "at a minimum" from the phrase "an entity shall disclose at a minimum" to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifying that materiality is an appropriate consideration when evaluating disclosure requirements. On January 1, 2020, the Company adopted ASU 2018-13. The adoption of this standard has not materially impacted the Company's condensed consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU 2018-17”). ASU 2018-17 is intended to improve the accounting when considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. On January 1, 2020, the Company adopted ASU 2018-17. The adoption of this standard has not materially impacted the Company’s condensed consolidated financial statements. In April 2020, the FASB issued a question and answer document, “Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic” focused on the application of lease accounting guidance to lease concessions provided as a result of the COVID-19 global pandemic. Under existing lease guidance, the entity would have to determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if a lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. Entities can elect to not evaluate whether certain concessions provided by lessors to mitigate the effects of COVID-19 on lessees are lease modifications. Entities that make this election can then elect to apply the lease modification guidance in ASC 842 or account for the concession as if it were contemplated as part of the existing contract. For all leases when the Company is a lessor, the Company elected to not evaluate whether certain concessions that do not result in a substantial increase in the Company’s rights as the lessor or the obligations of the lessee provided to mitigate the effects of COVID-19 on tenants are lease modifications, further electing to account for the concession as if it were contemplated as part of the existing contract. On April 1, 2020, the Company adopted this guidance and determined that it has not materially impacted the Company's condensed consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models currently required. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. ASU 2020-06 also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. ASU 2020-06 also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption will be permitted. The adoption of this standard will not materially impact the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04 "Topic 848: Reference Rate Reform." ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. On July 1, 2020, the Company has elected to apply the hedge accounting expedients related to probability and 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 derivatives consistent with past presentation. The Company determined these elections have not materially impacted the Company's condensed consolidated financial statements. The Company continues 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) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets: Buildings 13 – 35 years Building improvements 15 years Tenant improvements Shorter of the term of the related lease or useful life Acquired in-place leases Remaining terms of the respective leases Assembled workforce 3 years Computer equipment 3 years |
Schedule of Provision for Impairment | The following table summarizes the provision for impairment during the periods indicated below (in thousands): Successor Predecessor Successor Predecessor Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Total provision for impairment $ 363 $ 2,839 $ 1,773 $ 6,268 Number of properties: (1) Classified as held for sale 2 4 4 5 Disposed within the period — — 1 1 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Disaggregation of Lease Income | The following table provides a disaggregation of lease income recognized under ASC 842 (in thousands): Successor Predecessor Successor Predecessor Three Months Ended September 30, 2020 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019 Rental revenue Fixed lease income (1) $ 8,975 $ 4,724 $ 20,833 $ 16,134 Variable lease income (2) 458 167 1,104 555 Other rental revenue: Above/below market lease amortization 219 (105) 340 (486) Rental revenue (including reimbursables) $ 9,652 $ 4,786 $ 22,277 $ 16,203 (1) Fixed lease income includes contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term. (2) Variable lease income primarily includes tenant reimbursements for real estate taxes, insurance, common area maintenance, lease termination fees, and the write-off of doubtful accounts. |
Acquisition and Disposition o_2
Acquisition and Disposition of Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Real Estate [Abstract] | |
Allocation of Purchase Price Paid for Completed Acquisitions | An allocation of the purchase price and acquisition costs paid for the completed acquisitions is as follows (in thousands): For the Nine Months Ended September 30, 2020 Land $ 98,587 Buildings 166,177 Site improvements 22,580 Tenant improvements 6,065 Lease in-place intangible assets 44,708 Lease above-market intangible assets 4,172 Construction-in-progress assets 270 Fuel equipment 156 342,715 Liabilities assumed Lease below-market intangible liabilities (13,484) Accounts payable, accrued expense and other liabilities (1,893) Purchase price (including acquisition costs) $ 327,338 |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets and Liabilities | Intangible assets and liabilities consisted of the following (in thousands): September 30, 2020 December 31, 2019 Gross Accumulated Amortization Net Carrying Amount Gross Accumulated Amortization Net Carrying Amount Assets: In-place leases $ 61,609 $ (2,782) $ 58,827 $ 20,763 $ (56) $ 20,707 Above-market leases 8,322 (337) 7,985 7,286 (13) 7,273 Assembled workforce 873 (226) 647 873 (7) 866 Total Intangible assets $ 70,804 $ (3,345) $ 67,459 $ 28,922 $ (76) $ 28,846 Liabilities: Below-market leases $ 17,322 $ (677) $ 16,645 $ 4,682 $ (10) $ 4,672 |
Weighted Average Amortization Period for Intangible Assets and Liabilities | The remaining weighted average amortization period for the Company’s intangible assets and liabilities as of September 30, 2020 and as of December 31, 2019 by category and in total, were as follows: Years Remaining September 30, 2020 December 31, 2019 In-place leases 10.8 10.5 Above-market leases 12.8 15.3 Below-market leases 10.2 13.2 Assembled workforce 2.2 3.0 |
Amortization of Intangible Assets and Liabilities | The following amounts in the accompanying condensed consolidated statements of operations and comprehensive loss related to the amortization of intangibles assets and liabilities for all property and ground leases (in thousands): Successor Predecessor Successor Predecessor Three months ended September 30, 2020 Three months ended September 30, 2019 Nine months ended September 30, 2020 Nine months ended September 30, 2019 Amortization: Amortization of in-place leases $ 1,364 $ 509 $ 2,895 $ 1,576 Amortization of assembled workforce 73 — 219 — $ 1,437 $ 509 $ 3,114 $ 1,576 Net adjustment to rental revenue: Above-market lease assets (122) (205) (370) (803) Below-market lease liabilities 341 100 710 317 $ 219 $ (105) $ 340 $ (486) |
Projected Amortization of Intangible Assets and Liabilities | The following table provides the projected amortization of in-place lease assets and assembled workforce intangible assets to amortization expense, and the net amortization of above-market and below-market lease intangibles to rental revenue as of September 30, 2020, for the next five years and thereafter (in thousands): Remainder of 2020 2021 2022 2023 2024 Thereafter In-place leases $ 1,475 $ 5,899 $ 5,872 $ 5,833 $ 5,743 $ 34,005 Assembled workforce 73 291 283 — — — Amortization expense $ 1,548 $ 6,190 $ 6,155 $ 5,833 $ 5,743 $ 34,005 Above-market lease assets 173 693 678 673 669 5,099 Below-market lease liabilities (351) (1,402) (1,402) (1,395) (1,380) (10,715) Net adjustment to rental revenue $ (178) $ (709) $ (724) $ (722) $ (711) $ (5,616) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides the projected amortization of in-place lease assets and assembled workforce intangible assets to amortization expense, and the net amortization of above-market and below-market lease intangibles to rental revenue as of September 30, 2020, for the next five years and thereafter (in thousands): Remainder of 2020 2021 2022 2023 2024 Thereafter In-place leases $ 1,475 $ 5,899 $ 5,872 $ 5,833 $ 5,743 $ 34,005 Assembled workforce 73 291 283 — — — Amortization expense $ 1,548 $ 6,190 $ 6,155 $ 5,833 $ 5,743 $ 34,005 Above-market lease assets 173 693 678 673 669 5,099 Below-market lease liabilities (351) (1,402) (1,402) (1,395) (1,380) (10,715) Net adjustment to rental revenue $ (178) $ (709) $ (724) $ (722) $ (711) $ (5,616) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following (in thousands): September 30, 2020 December 31, 2019 Term loan: Term Loan (due December 23, 2024) $ 175,000 $ 175,000 Less: Unamortized discount and debt issuance costs (952) (1,087) $ 174,048 $ 173,913 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments): Number of Instruments Notional Interest Rate Derivatives September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 Interest rate swaps 4 — $ 175,000 $ — |
Fair Value of Derivative Financial Instruments | The following table presents the fair value of the Company's derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 (in thousands): Derivative Assets Derivative Liabilities Fair Value at Fair Value at Derivatives Designated as Hedging Instruments: Balance Sheet Location September 30, 2020 December 31, 2019 Balance Sheet Location September 30, 2020 December 31, 2019 Interest rate swaps Other assets, net $ — $ — Accounts payable, accrued expenses and other liabilities $ 128 $ — Total $ — $ — $ 128 $ — |
Effect of Interest Rate Swaps | The following table presents the effect of the Company's interest rate swaps on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2019 (in thousands): Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Total Amount of Interest Expense, Net, Presented in the Consolidated Statements of Operations and Comprehensive Loss Derivatives in Cash Flow Hedging Relationships 2020 2019 2020 2019 2020 2019 For the Three Months Ended September 30 Interest Rate Products $ (129) $ — Interest expense, net $ (1) $ — $ (1,018) $ (2,449) Total $ (129) $ — $ (1) $ — $ (1,018) $ (2,449) For the Nine Months Ended September 30 Interest Rate Products $ (129) $ 55 Interest expense, net $ (1) $ 55 $ (3,815) $ (8,349) Total $ (129) $ 55 $ (1) $ 55 $ (3,815) $ (8,349) |
Schedule of Derivative Liabilities at Fair Value | The table below presents the Company’s derivative liabilities measured at fair value on a recurring basis as of September 30, 2020, aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands): Level 1 Level 2 Level 3 Total Fair Value September 30, 2020 Liabilities Derivative liabilities $ — $ 128 $ — $ 128 |
Supplemental Detail for Certa_2
Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Assets, net | Other assets, net consist of the following (in thousands): September 30, 2020 December 31, 2019 Earnest money deposit $ 1,143 $ 1,100 Deferred financing costs, net 1,299 1,552 Accounts receivable, net 1,276 625 Deferred rent receivable 1,406 15 Other assets 882 12 $ 6,006 $ 3,304 |
Schedule of Accounts Payable, Accrued Expenses and Other Liabilities | Accounts payable, accrued expenses and other liabilities consists of the following (in thousands): September 30, 2020 December 31, 2019 Accrued expenses $ 1,777 $ 438 Accrued bonus 1,296 — Prepaid rent 1,183 607 Accounts payable 404 1,165 Other liabilities 290 506 $ 4,950 $ 2,716 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit Activity | The following table summarizes performance and service based restricted stock unit activity for the period ended September 30, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested restricted stock grants outstanding as of December 31, 2019 168,353 $ 19.75 Granted during the period 85,441 19.75 Forfeited during the period (11,391) 19.75 Vested during the period — — Unvested restricted stock grants outstanding as of September 30, 2020 242,403 $ 19.75 The following table summarizes service based restricted stock unit activity for the period ended September 30, 2020: Shares Weighted Average Grant Date Fair Value per Share Unvested restricted stock grants outstanding as of December 31, 2019 — $ — Granted during the period 169,793 18.00 Forfeited during the period — — Vested during the period — — Unvested restricted stock grants outstanding as of September 30, 2020 169,793 $ 18.00 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Net Loss Attributable to Common Shares, Weighted Average Common Shares and Effect of Dilutive Securities | for the three and nine months ended September 30, 2020. (in thousands, except share and per share data) Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Numerator: Net loss from continuing operations $ (2,341) $ (4,298) Net loss from continuing operations, attributable to noncontrolling interest 263 799 Cumulative preferred stock dividends and redemption premium (36) (42) Net loss from continuing operations attributable to common shares, basic and diluted $ (2,114) $ (3,541) Denominator: Weighted average common shares outstanding, basic 18,825,389 13,771,457 Effect of dilutive shares for diluted net income per common share — — Weighted average common shares outstanding, diluted 18,825,389 13,771,457 Net loss available to common shareholders per common share, basic and diluted $ (0.11) $ (0.26) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Predecessor’s fees paid and accrued to the benefit of related parties for the three and nine months ended September 30, 2019 are as follows (amounts in thousands): Entity Transaction Type For the Three Months Ended September 30, 2019 For the Nine Months Ended September 30, 2019 EverSTAR IVF V GP, LLC Asset management fees $ 693 $ 2,162 EBA EverSTAR, LLC Disposition fees 154 840 EBA EverSTAR, LLC Acquisition fees — 18 |
Organization and Description _2
Organization and Description of Business (Details) | Sep. 16, 2020shares | Aug. 17, 2020USD ($)$ / sharesshares | Feb. 06, 2020shares | Jan. 27, 2020$ / sharesshares | Dec. 23, 2019USD ($)$ / sharesshares | Aug. 31, 2020shares | Sep. 30, 2020propertystateshares | Sep. 30, 2020USD ($)propertystate | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Class of Stock [Line Items] | ||||||||||
Number of properties owned | property | 189 | 189 | ||||||||
Number of states in which entity operates | state | 37 | 37 | ||||||||
Contributions to operating partnership | $ | $ 219,000,000 | |||||||||
Number of OP units received (in shares) | 11,797,645 | |||||||||
Issuance of common stock in initial public offering, net | $ | $ 227,300,000 | $ 227,321,000 | $ 0 | |||||||
EBA EverSTAR Management, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Membership interest contributed | 100.00% | |||||||||
Class B OP Units | EBA EverSTAR Management, LLC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of OP units received (in shares) | 500,752 | |||||||||
Netstreit, L.P. (The Operating Partnership) | Class A OP Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Operating partnership units issued (in shares) | 15,449,794 | |||||||||
Netstreit, L.P. (The Operating Partnership) | Class A OP Units | Investor | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of OP units received (in shares) | 3,652,149 | |||||||||
Netstreit, L.P. (The Operating Partnership) | Class B OP Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Operating partnership units issued (in shares) | 796,870 | |||||||||
Netstreit, L.P. (The Operating Partnership) | Class B OP Units | Chief Executive Officer | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of OP units received (in shares) | 8,884 | |||||||||
Netstreit, L.P. (The Operating Partnership) | Class B OP Units | General Partner | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of OP units received (in shares) | 287,234 | |||||||||
Preferred stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 125 | |||||||||
Shares sold (in dollars per share) | $ / shares | $ 1,000 | |||||||||
Preferred stock, dividend rate | 12.00% | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||||
Preferred stock, redemption price (in dollars per share) | $ / shares | 1,000 | |||||||||
Redemption of preferred stock upon initial public offering (in shares) | 125 | 125 | 125 | |||||||
Preferred stock | Until December 31, 2021 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, redemption premium per share (in dollars per share) | $ / shares | 100 | |||||||||
Preferred stock | After December 31, 2021 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, redemption premium per share (in dollars per share) | $ / shares | $ 0 | |||||||||
Class A OP Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of OP units received (in shares) | 13,681,561 | |||||||||
Netstreit, L.P. (The Operating Partnership) | ||||||||||
Class of Stock [Line Items] | ||||||||||
Non-controlling interest holders ownership | 27.40% | 14.00% | 14.00% | 33.40% | ||||||
NETSTREIT Management, LLC | NETSTREIT TRS | ||||||||||
Class of Stock [Line Items] | ||||||||||
Membership interest issued | 0.01% | |||||||||
Credit Facility | Term Loan | ||||||||||
Class of Stock [Line Items] | ||||||||||
Debt instrument, face amount | $ | $ 175,000,000 | $ 175,000,000 | ||||||||
Revolver | Credit Facility | Line of Credit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ | $ 250,000,000 | $ 250,000,000 | ||||||||
Private Placement | Common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 8,860,760 | |||||||||
Shares sold (in dollars per share) | $ / shares | $ 19.75 | |||||||||
Allotment Option, Initial Purchaser | Common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 2,936,885 | |||||||||
IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 13,681,561 | |||||||||
Issuance of common stock in initial public offering, net | $ | $ 227,300,000 | |||||||||
Payments of offering costs | $ | $ 18,900,000 | |||||||||
IPO | Common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 12,244,732 | |||||||||
IPO - Shares From Existing Shareholders | Common stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares sold (in dollars per share) | $ / shares | $ 18 | |||||||||
IPO - Shares From Existing Shareholders | Common stock | Netstreit, L.P. (The Operating Partnership) | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 255,268 | |||||||||
Over-Allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 1,436,829 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Buildings | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of long-lived assets | 13 years |
Buildings | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of long-lived assets | 35 years |
Building improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of long-lived assets | 15 years |
Assembled workforce | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of finite-lived intangible assets | 3 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of long-lived assets | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Sep. 15, 2020USD ($) | Oct. 29, 2020 | Sep. 30, 2020USD ($)tenantproperty | Sep. 30, 2019USD ($)propertytenant | Sep. 30, 2020USD ($)propertytenant | Sep. 30, 2019USD ($)propertytenant | Dec. 31, 2019USD ($)property |
Product Information [Line Items] | |||||||
Depreciation and amortization | $ 4,700 | $ 2,700 | $ 10,153 | $ 8,065 | |||
Depreciation | 3,200 | 2,200 | 7,000 | 6,500 | |||
Amortization | $ 1,400 | 500 | $ 3,100 | 1,600 | |||
Number of real estate properties held for sale | property | 8 | 8 | 2 | ||||
Readiness expenses | $ 900 | $ 2,200 | |||||
Acquisition related expenses | $ 300 | $ 100 | $ 800 | $ 100 | |||
Annual required distribution | $ 200 | ||||||
Payments of dividends | $ 2,800 | ||||||
Number of tenants | tenant | 56 | 41 | 56 | 47 | |||
Number of properties leased | property | 190 | 104 | 190 | 124 | |||
Subsequent Event | |||||||
Product Information [Line Items] | |||||||
Collection of rents due (as a percent) | 100.00% | ||||||
Revenue Benchmark | Customer Concentration Risk | 7-Eleven | |||||||
Product Information [Line Items] | |||||||
Concentration risk (as a percent) | 12.20% | ||||||
Revenue Benchmark | Customer Concentration Risk | CVS | |||||||
Product Information [Line Items] | |||||||
Concentration risk (as a percent) | 11.50% | 13.10% | |||||
Revenue Benchmark | Customer Concentration Risk | Dollar General | |||||||
Product Information [Line Items] | |||||||
Concentration risk (as a percent) | 10.80% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Provision for Impairment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Provisions for impairment | $ | $ 363 | $ 2,839 | $ 1,773 | $ 6,268 |
Number of properties | ||||
Classified as held for sale | 2 | 4 | 4 | 5 |
Disposed within the period | 0 | 0 | 1 | 1 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Sep. 30, 2020retail_sectorstatebrandproperty | |
Lessor, Lease, Description [Line Items] | |
Number of single-tenant retail net leased properties owned | property | 189 |
Number of states in which entity operates | state | 37 |
Number of brands in which tenants represent | brand | 55 |
Number of retail sectors in which tenants represent | retail_sector | 23 |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Remaining term of leases | 2 years |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Remaining term of leases | 35 years |
Leases - Disaggregation of Leas
Leases - Disaggregation of Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Rental revenue | ||||
Fixed lease income | $ 8,975 | $ 4,724 | $ 20,833 | $ 16,134 |
Variable lease income | 458 | 167 | 1,104 | 555 |
Other rental revenue: | ||||
Above/below market lease amortization | 219 | (105) | 340 | (486) |
Rental revenue (including reimbursables) | $ 9,652 | $ 4,786 | $ 22,277 | $ 16,203 |
Acquisition and Disposition o_3
Acquisition and Disposition of Real Estate - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property | Dec. 31, 2019USD ($)property | |
Real Estate [Line Items] | |||||
Payments to acquire real estate held-for-investment | $ 327,338 | $ 1,232 | |||
Number of properties disposed | property | 0 | 0 | 1 | 1 | |
Proceeds from sale of real estate held for investment | $ 11,778 | $ 70,353 | |||
Gain on sales of real estate | $ 54 | $ 1,674 | 1,070 | $ 5,773 | |
Earnest money deposit | $ 1,143 | $ 1,143 | $ 1,100 | ||
One Property | |||||
Real Estate [Line Items] | |||||
Number of properties disposed | property | 1 | 1 | |||
Proceeds from sale of real estate held for investment | $ 1,900 | ||||
Gain on sales of real estate | $ 100 | ||||
Earnest money deposit | $ 300 | ||||
Three Properties | |||||
Real Estate [Line Items] | |||||
Number of properties disposed | property | 3 | ||||
Proceeds from sale of real estate held for investment | $ 11,800 | ||||
Five Properties | |||||
Real Estate [Line Items] | |||||
Number of properties disposed | property | 5 | ||||
Proceeds from sale of real estate held for investment | $ 11,400 | ||||
Gain on sales of real estate | $ 1,700 | ||||
Twenty-Four Properties | |||||
Real Estate [Line Items] | |||||
Number of properties disposed | property | 24 | ||||
Proceeds from sale of real estate held for investment | $ 70,400 | ||||
Gain on sales of real estate | $ 5,800 | ||||
2020 Acquisitions | |||||
Real Estate [Line Items] | |||||
Number of properties acquired | property | 98 | ||||
Acquisition fees incurred | $ 3,600 | ||||
2019 Acquisitions | |||||
Real Estate [Line Items] | |||||
Number of properties acquired | property | 1 | ||||
Payments to acquire real estate held-for-investment | $ 1,200 | ||||
Acquisition fees incurred | $ 100 |
Acquisition and Disposition o_4
Acquisition and Disposition of Real Estate - Allocation of Purchase Price Paid for Completed Acquisitions (Details) - 2020 Acquisitions $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Real Estate [Line Items] | |
Asset acquisition, additions | $ 342,715 |
Liabilities assumed | |
Lease below-market intangible liabilities | (13,484) |
Accounts payable, accrued expense and other liabilities | (1,893) |
Purchase price (including acquisition costs) | 327,338 |
Land | |
Real Estate [Line Items] | |
Property, plant and equipment, additions | 98,587 |
Buildings | |
Real Estate [Line Items] | |
Property, plant and equipment, additions | 166,177 |
Site improvements | |
Real Estate [Line Items] | |
Property, plant and equipment, additions | 22,580 |
Tenant improvements | |
Real Estate [Line Items] | |
Property, plant and equipment, additions | 6,065 |
Construction-in-progress assets | |
Real Estate [Line Items] | |
Property, plant and equipment, additions | 270 |
Fuel equipment | |
Real Estate [Line Items] | |
Property, plant and equipment, additions | 156 |
In-place leases | |
Real Estate [Line Items] | |
Finite-lived intangible assets acquired | 44,708 |
Above-market leases | |
Real Estate [Line Items] | |
Finite-lived intangible assets acquired | $ 4,172 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Summary of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Gross Carrying Amount | $ 70,804 | $ 28,922 |
Accumulated Amortization | (3,345) | (76) |
Net Carrying Amount | 67,459 | 28,846 |
Liabilities: | ||
Gross Carrying Amount | 17,322 | 4,682 |
Accumulated Amortization | (677) | (10) |
Net Carrying Amount | 16,645 | 4,672 |
In-place leases | ||
Assets: | ||
Gross Carrying Amount | 61,609 | 20,763 |
Accumulated Amortization | (2,782) | (56) |
Net Carrying Amount | 58,827 | 20,707 |
Above-market leases | ||
Assets: | ||
Gross Carrying Amount | 8,322 | 7,286 |
Accumulated Amortization | (337) | (13) |
Net Carrying Amount | 7,985 | 7,273 |
Assembled workforce | ||
Assets: | ||
Gross Carrying Amount | 873 | 873 |
Accumulated Amortization | (226) | (7) |
Net Carrying Amount | $ 647 | $ 866 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Weighted Average Amortization Period for Intangible Assets and Liabilities (Details) - Weighted Average | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period, below-market leases | 10 years 2 months 12 days | 13 years 2 months 12 days |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period, intangible assets | 10 years 9 months 18 days | 10 years 6 months |
Above-market leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period, intangible assets | 12 years 9 months 18 days | 15 years 3 months 18 days |
Assembled workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period, intangible assets | 2 years 2 months 12 days | 3 years |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Amortization of Intangible Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization: | $ 1,437 | $ 509 | $ 3,114 | $ 1,576 |
Net adjustment to rental revenue: | ||||
Below-market lease liabilities | 341 | 100 | 710 | 317 |
Net adjustment to rental revenue | 219 | (105) | 340 | (486) |
In-place leases | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization: | 1,364 | 509 | 2,895 | 1,576 |
Assembled workforce | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization: | 73 | 0 | 219 | 0 |
Above-market leases | ||||
Net adjustment to rental revenue: | ||||
Above-market lease assets | $ (122) | $ (205) | $ (370) | $ (803) |
Intangible Assets and Liabili_6
Intangible Assets and Liabilities - Projected Amortization of Intangible Assets and Liabilities (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | $ 1,548 |
2021 | 6,190 |
2022 | 6,155 |
2023 | 5,833 |
2024 | 5,743 |
Thereafter | 34,005 |
Finite-Lived Intangible Assets, Net Adjustment to Rental Revenue, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | 173 |
2021 | 693 |
2022 | 678 |
2023 | 673 |
2024 | 669 |
Thereafter | 5,099 |
Below Market Lease, Net, Amortization Income, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | (351) |
2021 | (1,402) |
2022 | (1,402) |
2023 | (1,395) |
2024 | (1,380) |
Thereafter | (10,715) |
Net Adjustment to Rental Revenue, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | (178) |
2021 | (709) |
2022 | (724) |
2023 | (722) |
2024 | (711) |
Thereafter | (5,616) |
In-place leases | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | 1,475 |
2021 | 5,899 |
2022 | 5,872 |
2023 | 5,833 |
2024 | 5,743 |
Thereafter | 34,005 |
Assembled workforce | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remainder of 2020 | 73 |
2021 | 291 |
2022 | 283 |
2023 | 0 |
2024 | 0 |
Thereafter | $ 0 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Less: Unamortized discount and debt issuance costs | $ (952) | $ (1,087) |
Long-term debt | 174,048 | 173,913 |
Term Loans Due December 23, 2024 | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 175,000 | $ 175,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Dec. 23, 2019 | |
Debt Instrument [Line Items] | |||||||
Deferred financing costs, net | $ 1,552,000 | $ 1,299,000 | $ 1,299,000 | ||||
Amortization of deferred financing costs | 464,000 | $ 775,000 | |||||
Interest expense | 1,018,000 | $ 2,449,000 | 3,815,000 | 8,349,000 | |||
Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Amortization of deferred financing costs | 200,000 | 300,000 | 500,000 | 800,000 | |||
Credit Facility | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 175,000,000 | $ 175,000,000 | |||||
Debt instrument, extension term | 1 year | ||||||
Deferred financing costs, gross | $ 1,100,000 | ||||||
Deferred financing costs, net | $ 1,100,000 | $ 1,000,000 | $ 1,000,000 | ||||
Effective interest rate (as a percent) | 3.28% | 1.46% | 1.46% | ||||
Weighted average effective interest rate (as a percent) | 2.17% | 2.17% | |||||
Interest expense | $ 600,000 | $ 2,200,000 | $ 2,900,000 | $ 7,600,000 | |||
Credit Facility | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity | $ 250,000,000 | $ 250,000,000 | |||||
Debt instrument, extension term | 1 year | ||||||
Deferred financing costs, gross | $ 1,600,000 | ||||||
Deferred financing costs, net | 1,600,000 | $ 1,300,000 | $ 1,300,000 | ||||
Weighted average effective interest rate (as a percent) | 1.53% | 1.53% | |||||
Unused borrowing capacity, fee | $ 100,000 | $ 100,000 | |||||
Outstanding borrowings | $ 0 | 0 | 0 | ||||
Credit Facility | Revolver | Line of Credit | Unused lines of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Unused borrowing capacity, fee | $ 100,000 | $ 400,000 | |||||
Credit Facility | Minimum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Revolver facility fee (as a percent) | 0.15% | ||||||
Credit Facility | Maximum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Revolver facility fee (as a percent) | 0.25% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.25% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Satisfaction of Requirements | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.15% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.35% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | Revolver | Satisfaction of Requirements | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.20% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 2.25% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Satisfaction of Requirements | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.60% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 2.30% | ||||||
Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | Revolver | Satisfaction of Requirements | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.80% | ||||||
Credit Facility | Base Rate | Minimum | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.25% | ||||||
Credit Facility | Base Rate | Minimum | Satisfaction of Requirements | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.15% | ||||||
Credit Facility | Base Rate | Minimum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.35% | ||||||
Credit Facility | Base Rate | Minimum | Revolver | Satisfaction of Requirements | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.20% | ||||||
Credit Facility | Base Rate | Maximum | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.25% | ||||||
Credit Facility | Base Rate | Maximum | Satisfaction of Requirements | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.60% | ||||||
Credit Facility | Base Rate | Maximum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 1.30% | ||||||
Credit Facility | Base Rate | Maximum | Revolver | Satisfaction of Requirements | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, basis spread on variable rate (as a percent) | 0.80% | ||||||
Amendment to Credit Facility | Minimum | Revolver | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Deferred financing costs, gross (less than) | $ 100,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Interest Rate Derivatives (Details) - Interest rate swaps $ in Thousands | Sep. 30, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of Instruments | instrument | 4 | 0 |
Notional | $ | $ 175,000 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value of Derivative Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 0 | $ 0 |
Derivative Liabilities | 128 | 0 |
Interest rate swaps | Other assets, net | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 0 | 0 |
Interest rate swaps | Accounts payable, accrued expenses and other liabilities | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 128 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Effect of Interest Rate Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | $ (129) | $ 0 | $ (129) | $ 55 |
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | (1) | 0 | (1) | 55 |
Total Amount of Interest Expense, Net, Presented in the Consolidated Statements of Operations and Comprehensive Loss | (1,018) | (2,449) | (3,815) | (8,349) |
Interest rate swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) | (129) | 0 | (129) | 55 |
Interest rate swaps | Interest Expense | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) | $ (1) | $ 0 | $ (1) | $ 55 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Derivative Liabilities at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | $ 128 | $ 0 |
Fair Value, Recurring | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 128 | |
Fair Value, Recurring | Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | 128 | |
Fair Value, Recurring | Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Derivative liabilities | $ 0 |
Supplemental Detail for Certa_3
Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets - Schedule of Other Assets, net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Earnest money deposit | $ 1,143 | $ 1,100 |
Deferred financing costs, net | 1,299 | 1,552 |
Accounts receivable, net | 1,276 | 625 |
Deferred rent receivable | 1,406 | 15 |
Other assets | 882 | 12 |
Other assets, net | $ 6,006 | $ 3,304 |
Supplemental Detail for Certa_4
Supplemental Detail for Certain Components of the Condensed Consolidated Balance Sheets - Schedule of Accounts Payable, Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued expenses | $ 1,777 | $ 438 |
Accrued bonus | 1,296 | 0 |
Prepaid rent | 1,183 | 607 |
Accounts payable | 404 | 1,165 |
Other liabilities | 290 | 506 |
Accounts payable, accrued expenses and other liabilities | $ 4,950 | $ 2,716 |
Shareholders_ Equity, Partner_2
Shareholders’ Equity, Partners’ Capital and Preferred Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 15, 2020 | Aug. 17, 2020 | Jan. 27, 2020 | Dec. 23, 2019 | Aug. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issuance of common stock in initial public offering, net | $ 227,300 | $ 227,321 | $ 0 | ||||||
Redemption of preferred stock upon initial public offering | $ 138 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Cash dividend declared (in dollars per share) | $ 0.10 | ||||||||
Cash dividend paid (in dollars per share) | $ 0.10 | ||||||||
Payments of dividends | $ 2,800 | ||||||||
Number of OP units received (in shares) | 11,797,645 | ||||||||
Proceeds from sale of units | $ 227,300 | ||||||||
Netstreit, L.P. (The Operating Partnership) | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Non-controlling interest holders ownership | 27.40% | 14.00% | 14.00% | 33.40% | |||||
OP Units | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of OP units received (in shares) | 13,681,561 | ||||||||
IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Issuance of common stock in initial public offering, net | $ 227,300 | ||||||||
Payments of offering costs | $ 18,900 | ||||||||
Number of shares sold (in shares) | 13,681,561 | ||||||||
Common stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Units converted (in shares) | 255,236 | 255,268 | |||||||
Common stock | IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 12,244,732 | ||||||||
Common stock | IPO - Shares From Existing Shareholders | Netstreit, L.P. (The Operating Partnership) | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 255,268 | ||||||||
Preferred stock | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares sold (in shares) | 125 | ||||||||
Redemption of preferred stock upon initial public offering (in shares) | 125 | 125 | 125 | ||||||
Redemption of preferred stock upon initial public offering | $ 100 | $ 104 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 23, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares reserved for issuance | 2,094,976 | ||||
Catch-up adjustment | $ 1,400,000 | ||||
Total unrecognized compensation cost | $ 3,000,000 | $ 3,000,000 | $ 0 | ||
Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 1,700,000 | 1,700,000 | 0 | ||
Total unrecognized compensation cost | 3,100,000 | $ 3,100,000 | 3,300,000 | ||
Performance Shares | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Performance Shares | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Service-Based Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 100,000 | $ 100,000 | $ 0 | ||
Service-Based Awards | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Service-Based Awards | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Stock Unit Activity (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Performance Shares | |
Unvested Restricted Stock Grants Outstanding | |
Beginning balance (in shares) | shares | 168,353 |
Granted during the period (in shares) | shares | 85,441 |
Forfeited during the period (in shares) | shares | (11,391) |
Vesting during the period (in shares) | shares | 0 |
Ending balance (in shares) | shares | 242,403 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 19.75 |
Granted during the period (in dollars per share) | $ / shares | 19.75 |
Forfeited during the period (in dollars per share) | $ / shares | 19.75 |
Vesting during the period (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 19.75 |
Service-Based Awards | |
Unvested Restricted Stock Grants Outstanding | |
Beginning balance (in shares) | shares | 0 |
Granted during the period (in shares) | shares | 169,793 |
Forfeited during the period (in shares) | shares | 0 |
Vesting during the period (in shares) | shares | 0 |
Ending balance (in shares) | shares | 169,793 |
Weighted Average Grant Date Fair Value per Share | |
Beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted during the period (in dollars per share) | $ / shares | 18 |
Forfeited during the period (in dollars per share) | $ / shares | 0 |
Vesting during the period (in dollars per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 18 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Net Income Attributable to Common Shares, Weighted Average Common Shares and Effect of Dilutive Securities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net loss | $ (2,341) | $ (405) | $ (1,552) | $ (2,740) | $ 1,266 | $ (3,076) | $ (4,298) | $ (4,550) |
Net loss from continuing operations, attributable to noncontrolling interest | 263 | 0 | 799 | 0 | ||||
Cumulative preferred stock dividends and redemption premium | (36) | 0 | (42) | 0 | ||||
Net loss attributable to common shareholders | (2,114) | $ (2,740) | (3,541) | $ (4,550) | ||||
Net loss from continuing operations attributable to common shares - diluted | $ (2,114) | $ (3,541) | ||||||
Denominator: | ||||||||
Weighted average common shares outstanding - basic (in shares) | 18,825,389 | 13,771,457 | ||||||
Effect of dilutive shares for diluted net income per common share (in shares) | 0 | 0 | ||||||
Weighted average common shares outstanding - diluted (in shares) | 18,825,389 | 13,771,457 | ||||||
Net loss available to common shareholders per common share - basic and diluted (in dollars per share) | $ (0.11) | $ (0.26) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | Aug. 17, 2020 | Oct. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
OP Units | Netstreit, L.P. (The Operating Partnership) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Units outstanding (in shares) | 4,193,751 | 4,193,751 | 4,449,019 | ||
Common stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Units converted (in shares) | 255,236 | 255,268 | |||
Common stock | Subsequent Event | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Units converted (in shares) | 2,244,702 | ||||
Restricted Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of loss per share (in shares) | 24,302 | 8,101 |
Related Party Transactions (Det
Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Asset management fees | EverSTAR IVF V GP, LLC | ||
Related Party Transaction [Line Items] | ||
Fees paid and accrued | $ 693 | $ 2,162 |
Disposition fees | EBA EverSTAR, LLC | ||
Related Party Transaction [Line Items] | ||
Fees paid and accrued | 154 | 840 |
Acquisition fees | EBA EverSTAR, LLC | ||
Related Party Transaction [Line Items] | ||
Fees paid and accrued | $ 0 | $ 18 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Oct. 27, 2020$ / shares | Aug. 17, 2020shares | Oct. 29, 2020USD ($)propertyshares | Sep. 30, 2020USD ($)property$ / sharesshares | Sep. 30, 2019USD ($)property | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($)property |
Subsequent Event [Line Items] | |||||||
Number of properties disposed | property | 0 | 0 | 1 | 1 | |||
Proceeds from sale of real estate held for investment | $ 11,778 | $ 70,353 | |||||
Gain on sales of real estate | $ 54 | $ 1,674 | $ 1,070 | $ 5,773 | |||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.10 | ||||||
Common stock | |||||||
Subsequent Event [Line Items] | |||||||
Units converted (in shares) | shares | 255,236 | 255,268 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Number of properties acquired | property | 5 | ||||||
Payments to acquire real estate | $ 8,800 | ||||||
Number of properties disposed | property | 2 | ||||||
Proceeds from sale of real estate held for investment | $ 4,400 | ||||||
Gain on sales of real estate | $ 1,100 | ||||||
Cash dividend declared (in dollars per share) | $ / shares | $ 0.20 | ||||||
Subsequent Event | Common stock | |||||||
Subsequent Event [Line Items] | |||||||
Units converted (in shares) | shares | 2,244,702 |