Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BROADSTONE NET LEASE, INC. | |
Entity Central Index Key | 0001424182 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Common Stock, Shares Outstanding | 161,266,662 | |
Entity Shell Company | false | |
Entity File Number | 001-39529 | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 26-1516177 | |
Entity Address, Address Line One | 800 Clinton Square | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14604 | |
City Area Code | 585 | |
Local Phone Number | 287-6500 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, $0.00025 par value | |
Trading Symbol | BNL | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Accounted for using the operating method, net of accumulated depreciation | $ 3,674,206 | $ 3,354,511 |
Accounted for using the direct financing method | 28,830 | 29,066 |
Accounted for using the sales-type method | 568 | 567 |
Investment in rental property, net | 3,703,604 | 3,384,144 |
Cash and cash equivalents | 16,182 | 100,486 |
Accrued rental income | 112,163 | 102,117 |
Tenant and other receivables, net | 940 | 1,604 |
Prepaid expenses and other assets | 13,819 | 22,277 |
Goodwill | 339,769 | 339,769 |
Intangible lease assets, net | 301,046 | 290,913 |
Debt issuance costs – unsecured revolving credit facility, net | 4,658 | 6,435 |
Leasing fees, net | 9,791 | 10,738 |
Total assets | 4,501,972 | 4,258,483 |
Liabilities and equity | ||
Unsecured revolving credit facility | ||
Mortgages, net | 97,530 | 107,382 |
Unsecured term loans, net | 646,458 | 961,330 |
Senior unsecured notes, net | 843,665 | 472,466 |
Interest rate swap, liabilities | 36,196 | 72,103 |
Earnout liability | 0 | 7,509 |
Accounts payable and other liabilities | 79,606 | 74,936 |
Accrued interest payable | 9,895 | 4,023 |
Intangible lease liabilities, net | 72,497 | 79,653 |
Total liabilities | 1,785,847 | 1,779,402 |
Commitments and contingencies (See Note 18) | ||
Broadstone Net Lease, Inc. stockholders' equity: | ||
Preferred stock, $0.001 par value; 20,000 shares authorized, no shares issued or outstanding | ||
Common stock, value | 40 | 27 |
Additional paid-in capital | 2,895,219 | 2,624,997 |
Cumulative distributions in excess of retained earnings | (305,665) | (259,673) |
Accumulated other comprehensive loss | (37,590) | (66,255) |
Total Broadstone Net Lease, Inc. stockholders’ equity | 2,552,004 | 2,299,105 |
Non-controlling interests | 164,121 | 179,976 |
Total equity | 2,716,125 | 2,479,081 |
Total liabilities and equity | 4,501,972 | 4,258,483 |
Class A Common Stock | ||
Broadstone Net Lease, Inc. stockholders' equity: | ||
Common stock, value | $ 0 | 9 |
Total equity | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00025 | $ 0.00025 |
Common stock, shares authorized | 500,000,000 | 440,000,000 |
Common stock, shares issued | 161,255,000 | 108,609,000 |
Common stock, shares outstanding | 161,255,000 | 108,609,000 |
Class A Common Stock | ||
Preferred stock, shares issued | 37,000,000 | |
Common stock, par value | $ 0.00025 | $ 0.00025 |
Common stock, shares authorized | 0 | 60,000,000 |
Common stock, shares issued | 0 | |
Common stock, shares outstanding | 0 | 37,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues | ||||
Lease revenues, net | $ 122,777 | $ 80,744 | $ 290,234 | $ 239,346 |
Operating expenses | ||||
Depreciation and amortization | 36,682 | 31,363 | 98,620 | 102,503 |
Property and operating expense | 4,842 | 4,187 | 14,019 | 12,492 |
General and administrative | 8,552 | 7,214 | 27,840 | 18,756 |
Provision for impairment of investment in rental properties | 25,989 | 14,732 | 28,001 | 17,399 |
Total operating expenses | 76,065 | 57,496 | 168,480 | 154,886 |
Other income (expenses) | ||||
Interest income | 0 | 11 | 20 | |
Interest expense | (15,611) | (18,511) | (47,149) | (59,015) |
Cost of debt extinguishment | (242) | (392) | (368) | (414) |
Gain on sale of real estate | 1,220 | 1,060 | 9,791 | 9,725 |
Income taxes | (473) | (129) | (1,187) | (1,080) |
Internalization expenses | (1,929) | (3,523) | ||
Change in fair value of earnout liability | (1,059) | 6,362 | (5,539) | 8,506 |
Other (expenses) income | (25) | 2 | (11) | (22) |
Net income | 30,522 | 9,711 | 77,302 | 38,657 |
Net income attributable to non-controlling interests | (1,824) | (961) | (5,167) | (3,738) |
Net income attributable to Broadstone Net Lease, Inc. | $ 28,698 | $ 8,750 | $ 72,135 | $ 34,919 |
Weighted average number of common shares outstanding | ||||
Basic | 159,226 | 111,155 | 150,227 | 108,228 |
Diluted | 169,587 | 123,381 | 161,273 | 119,747 |
Net earnings per share attributable to common stockholders | ||||
Basic and diluted | $ 0.18 | $ 0.08 | $ 0.48 | $ 0.32 |
Comprehensive income (loss) | ||||
Net income loss | $ 30,522 | $ 9,711 | $ 77,302 | $ 38,657 |
Other comprehensive income (loss) | ||||
Change in fair value of interest rate swaps | 4,559 | (4,352) | 30,328 | (59,766) |
Realized gain on interest rate swaps | 85 | (42) | 2 | (125) |
Comprehensive income (loss) | 35,166 | 14,021 | 107,632 | (21,234) |
Comprehensive (income) loss attributable to non-controlling interests | (2,101) | (1,387) | (7,313) | 1,510 |
Comprehensive income (loss) attributable to Broadstone Net Lease, Inc. | 33,065 | 12,634 | 100,319 | (19,724) |
Asset Management Fees | ||||
Operating expenses | ||||
Operating expenses | 0 | 0 | 0 | 2,461 |
Property Management Fees | ||||
Operating expenses | ||||
Operating expenses | $ 0 | $ 0 | $ 0 | $ 1,275 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands | Total | Class A Common Stock | Mezzanine Equity Common Stock | Mezzanine Equity Non-controlling Interests | Common Stock | Additional Paid-in Capital | Cumulative Distributions in Excess of Retained Earnings | Accumulated Other Comprehensive Loss | Non-controlling Interests |
Beginning Balance at Dec. 31, 2019 | $ 1,779,020 | $ 0 | $ 26 | $ 1,895,935 | $ (208,261) | $ (20,086) | $ 111,406 | ||
Net income loss | $ 322 | 710 | |||||||
Net income | 11,526 | 10,816 | |||||||
Issuance of shares of common stock | 6,097 | 6,097 | |||||||
Adjustment to carrying value of mezzanine equity non-controlling interests | (2,416) | 0 | 0 | (2,416) | 0 | 0 | 0 | ||
Distributions declared | (37,399) | 0 | 0 | 0 | (35,299) | 0 | (2,100) | ||
Change in fair value of interest rate swap agreements | (56,486) | 0 | 0 | 0 | 0 | (53,014) | (3,472) | ||
Realized gain on interest rate swap agreements | 40 | 0 | 0 | 0 | 0 | 38 | 2 | ||
Ending Balance at Mar. 31, 2020 | 1,699,979 | 0 | 26 | 1,899,616 | (233,067) | (73,138) | 106,542 | ||
Beginning Balance at Dec. 31, 2019 | 0 | $ 0 | 0 | ||||||
Cumulative effect of accounting change | (323) | 0 | 0 | 0 | (323) | 0 | 0 | ||
Net income | 322 | ||||||||
Issuance shares of mezzanine equity common stock | 66,376 | 66,376 | 0 | ||||||
Issuance of mezzanine non-controlling interests | 112,159 | 0 | 112,159 | ||||||
Adjustment to carrying value of mezzanine equity non-controlling interests | 2,416 | 2,416 | |||||||
Distributions declared | (1,161) | 0 | (1,161) | ||||||
Change in fair value of interest rate swap agreements | (1,576) | 0 | (1,576) | ||||||
Realized gain on interest rate swap agreements | (2) | 0 | (2) | ||||||
Ending Balance at Mar. 31, 2020 | 178,534 | 66,376 | 112,158 | ||||||
Beginning Balance at Dec. 31, 2019 | 1,779,020 | 0 | 26 | 1,895,935 | (208,261) | (20,086) | 111,406 | ||
Net income loss | 38,657 | ||||||||
Adjustment to carrying value of mezzanine equity non-controlling interests | 2,513 | ||||||||
Conversion of OP Units to shares of common stock | 0 | ||||||||
Ending Balance at Sep. 30, 2020 | 2,421,707 | 8 | 27 | 2,506,008 | (239,520) | (74,729) | 229,913 | ||
Beginning Balance at Dec. 31, 2019 | 0 | 0 | 0 | ||||||
Beginning Balance at Mar. 31, 2020 | 1,699,979 | 0 | 26 | 1,899,616 | (233,067) | (73,138) | 106,542 | ||
Net income | 16,345 | 15,353 | 992 | ||||||
Issuance of shares of common stock | 232 | 0 | 232 | 0 | 0 | ||||
Adjustment to carrying value of mezzanine equity non-controlling interests | 97 | 0 | 0 | (97) | 0 | 0 | 0 | ||
Distributions declared | (12,518) | 0 | 0 | 0 | (11,817) | 0 | (701) | ||
Change in fair value of interest rate swap agreements | 5,789 | 0 | 0 | 0 | 0 | (5,438) | (351) | ||
Realized gain on interest rate swap agreements | 40 | 0 | 0 | 0 | 0 | 37 | 3 | ||
Ending Balance at Jun. 30, 2020 | 1,698,112 | 0 | 26 | 1,899,751 | (229,531) | (78,613) | 106,479 | ||
Beginning Balance at Mar. 31, 2020 | 178,534 | 66,376 | 112,158 | ||||||
Net income | 753 | 753 | |||||||
Issuance shares of mezzanine equity common stock | 0 | 0 | 0 | ||||||
Adjustment to carrying value of mezzanine equity non-controlling interests | 97 | ||||||||
Distributions declared | (581) | 0 | (581) | ||||||
Change in fair value of interest rate swap agreements | (267) | 0 | (267) | ||||||
Realized gain on interest rate swap agreements | (1) | 0 | (1) | ||||||
Ending Balance at Jun. 30, 2020 | 178,535 | 66,376 | 112,159 | ||||||
Net income loss | 9,711 | ||||||||
Net income | 9,337 | 8,750 | 587 | ||||||
Issuance of shares of common stock | 0 | ||||||||
Offering costs, discounts and commissions | (37,180) | (37,180) | |||||||
Stock-based compensation | 796 | 796 | |||||||
Issuance of shares of Class A common stock | 569,500 | 8 | 569,492 | ||||||
Reclassification of portion of contingent earnout liability | 18,436 | 6,809 | 11,627 | ||||||
Reclassification of shares of mezzanine equity common stock to shares of common stock | 66,376 | 1 | 66,375 | ||||||
Reclassification of mezzanine equity non-controlling interests to non-controlling interests | 112,698 | 112,698 | |||||||
Repurchase of fractional OP Units | (1) | (1) | |||||||
Repurchase of fractional shares of common stock | (35) | (35) | |||||||
Conversion of OP Units to shares of common stock | 0 | ||||||||
Distributions declared | (20,477) | (18,739) | (1,738) | ||||||
Change in fair value of interest rate swap agreements | 4,185 | 3,921 | 264 | ||||||
Realized gain on interest rate swap agreements | (40) | (37) | (3) | ||||||
Ending Balance at Sep. 30, 2020 | 2,421,707 | 8 | 27 | 2,506,008 | (239,520) | (74,729) | 229,913 | ||
Net income | 374 | 374 | |||||||
Reclassification of shares of mezzanine equity common stock to shares of common stock | (66,376) | $ (66,376) | |||||||
Reclassification of mezzanine equity non-controlling interests to non-controlling interests | (112,698) | (112,698) | |||||||
Change in fair value of interest rate swap agreements | 167 | 167 | |||||||
Realized gain on interest rate swap agreements | 2 | $ 2 | |||||||
Beginning Balance at Dec. 31, 2020 | 2,479,081 | 9 | 27 | 2,624,997 | (259,673) | (66,255) | 179,976 | ||
Net income loss | 23,960 | 0 | 0 | 0 | 22,223 | 0 | 1,737 | ||
Issuance of shares of common stock | 233 | 0 | 0 | 233 | 0 | 0 | 0 | ||
Offering costs, discounts and commissions | 500 | 0 | 0 | 500 | 0 | 0 | 0 | ||
Stock-based compensation | 1,769 | 0 | 0 | 1,769 | 0 | 0 | 0 | ||
Retirement of shares of restricted common stock | 832 | 0 | 0 | 832 | 0 | 0 | 0 | ||
Conversion of 37,000 Class A common stock to 37,000 shares of common stock | 0 | (9) | 9 | 0 | 0 | 0 | 0 | ||
Conversion of OP Units to shares of common stock | 0 | 0 | 0 | 606 | 0 | 0 | (606) | ||
Distributions declared | (39,653) | 0 | 0 | 0 | (36,690) | 0 | (2,963) | ||
Change in fair value of interest rate swap agreements | 28,680 | 0 | 0 | 0 | 0 | 26,602 | 2,078 | ||
Realized gain on interest rate swap agreements | 41 | 0 | 0 | 0 | 0 | 39 | 2 | ||
Adjustment to non-controlling interests | 0 | 0 | 0 | (953) | 0 | 1,008 | (55) | ||
Ending Balance at Mar. 31, 2021 | 2,492,697 | 0 | 36 | 2,625,320 | (274,140) | (38,684) | 180,165 | ||
Beginning Balance at Dec. 31, 2020 | 2,479,081 | 9 | 27 | 2,624,997 | (259,673) | (66,255) | 179,976 | ||
Net income loss | 77,302 | ||||||||
Conversion of OP Units to shares of common stock | 46,220 | 46,220 | |||||||
Ending Balance at Sep. 30, 2021 | 2,716,125 | 40 | 2,895,219 | (305,665) | (37,590) | 164,121 | |||
Beginning Balance at Mar. 31, 2021 | 2,492,697 | 0 | 36 | 2,625,320 | (274,140) | (38,684) | 180,165 | ||
Net income loss | 22,820 | 0 | 0 | 0 | 21,214 | 0 | 1,606 | ||
Issuance of shares of common stock | 264,799 | 0 | 4 | 264,795 | 0 | 0 | 0 | ||
Issuance of 248 OP Units | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
Offering costs, discounts and commissions | 11,013 | 0 | 0 | 11,013 | 0 | 0 | 0 | ||
Stock-based compensation | 951 | 0 | 0 | 951 | 0 | 0 | 0 | ||
Retirement of shares of restricted common stock | 309 | 0 | 0 | 309 | 0 | 0 | 0 | ||
Conversion of 37,000 Class A common stock to 37,000 shares of common stock | 0 | 0 | 0 | 17,859 | 0 | 0 | (17,859) | ||
Distributions declared | (43,484) | 0 | 0 | 0 | (40,696) | 0 | (2,788) | ||
Change in fair value of interest rate swap agreements | (2,911) | 0 | 0 | 0 | 0 | (2,708) | (203) | ||
Realized gain on interest rate swap agreements | 42 | 0 | 0 | 0 | 0 | 38 | 4 | ||
Adjustment to non-controlling interests | 0 | 0 | 0 | (7,472) | 0 | (466) | 7,938 | ||
Ending Balance at Jun. 30, 2021 | 2,723,508 | 40 | 2,890,131 | (293,622) | (41,896) | 168,855 | |||
Net income loss | 30,522 | 28,698 | 1,824 | ||||||
Issuance of shares of common stock | 281 | 281 | |||||||
Offering costs, discounts and commissions | 256 | 256 | |||||||
Stock-based compensation | 949 | 949 | |||||||
Retirement of shares of restricted common stock | 75 | 75 | |||||||
Forfeitures of common stock value | (25) | (25) | |||||||
Conversion of OP Units to shares of common stock | 27,755 | (27,755) | |||||||
Distributions declared | (43,423) | (40,741) | (2,682) | ||||||
Change in fair value of interest rate swap agreements | 4,559 | 4,287 | 272 | ||||||
Realized gain on interest rate swap agreements | (85) | (80) | (5) | ||||||
Adjustment to non-controlling interests | (23,541) | (61) | 23,602 | ||||||
Ending Balance at Sep. 30, 2021 | $ 2,716,125 | $ 40 | $ 2,895,219 | $ (305,665) | $ (37,590) | $ 164,121 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity and Mezzanine Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | |
Issuance of OP units, number of units | 1,611,000 | 248,000 | ||||
Issuance of shares of mezzanine equity common stock, shares | 3,124,000 | |||||
Issuance of mezzanine non-controlling interests, shares | 5,278,000 | 5,278,000 | ||||
Retirement shares of restricted common stock, shares | 45,000 | |||||
Issuance of shares common stock upon conversion of Class A common stock | 37,000,000 | |||||
Reclassification Of Mezzanine Equity Non Controlling Interests To Non Controlling Interests Shares | 5,278,000 | |||||
Issuance of shares common stock upon conversion of OP units | 1,723,000 | 1,127,000 | 38,000 | |||
Number of OP units exchanged | 1,723,000 | 1,127,000 | 38,000 | |||
Distribution declared per share | $ 0.250 | |||||
Common Stock | ||||||
Issuance of shares of common stock, shares | 957,000 | 11,659,000 | 211,000 | 341,000 | 11,000 | 293,000 |
Reclassification Of Temporary To Permanent Equity Shares | 3,124,000 | |||||
Distribution declared per share | $ 0.255 | $ 0.255 | $ 0.135 | $ 0.110 | $ 0.330 | |
Class A Common Stock | ||||||
Issuance of shares of common stock, shares | 33,500,000 | |||||
Number of shares converted | 37,000,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net income loss | $ 77,302 | $ 38,657 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | ||
Depreciation and amortization including intangibles associated with investment in rental property | 96,312 | 102,536 |
Provision for impairment of investment in rental properties | 28,001 | 17,399 |
Amortization of debt issuance costs charged to interest expense | 2,725 | 2,421 |
Stock-based compensation expense | 3,644 | 796 |
Straight-line rent, financing and sales-type lease adjustments | (13,042) | (14,696) |
Cost of debt extinguishment | 368 | 414 |
Gain on sale of real estate | (9,791) | (9,725) |
Change in fair value of earnout liability | 5,539 | (8,506) |
Cash paid for earnout liability | (6,440) | 0 |
Settlement Of Interest Rate Swaps | (5,580) | 0 |
Leasing fees paid | (319) | 0 |
Adjustment to provision for credit losses | (1) | (142) |
Other non-cash items | 830 | 420 |
Changes in assets and liabilities, net of acquisition: | ||
Tenant and other receivables | 664 | (3,023) |
Prepaid expenses and other assets | 1,690 | (4,751) |
Accounts payable and other liabilities | (456) | 5,305 |
Accrued interest payable | 5,872 | 5,859 |
Net cash provided by operating activities | 187,318 | 132,964 |
Investing activities | ||
Acquisition of rental property accounted for using the operating method | (516,111) | (76) |
Cash paid for Internalization | 0 | (30,861) |
Capital expenditures and improvements | (1,451) | (7,629) |
Proceeds from disposition of rental property, net | 68,608 | 54,810 |
Change in deposits on investments in rental property | 575 | (37) |
Net cash (used in) provided by investing activities | (448,379) | 16,207 |
Financing activities | ||
Proceeds from issuance of common stock and Class A common stock, net of offering costs, discounts, and commissions | 253,170 | 534,117 |
Repurchase of fractional shares of common stock | 0 | (36) |
Borrowings on mortgages, senior unsecured notes and unsecured term loans | 381,810 | 60,000 |
Principal payments on mortgages and unsecured term loans | 332,193 | (393,294) |
Borrowings on unsecured revolving credit facility | 216,600 | 192,000 |
Repayments on unsecured revolving credit facility | (216,600) | (389,300) |
Cash distributions paid to stockholders | (113,304) | (52,447) |
Cash distributions paid to non-controlling interests | (8,638) | (5,395) |
Payment For Earnout Liability | (6,608) | 0 |
Debt issuance and extinguishment costs paid | 3,827 | (6,140) |
Net cash (used in) provided by financing activities | 170,410 | (60,495) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (90,651) | 88,676 |
Cash and cash equivalents and restricted cash at beginning of period | 110,728 | 20,311 |
Cash and cash equivalents and restricted cash at end of period | 20,077 | 108,987 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents at beginning of period | 100,486 | 12,455 |
Restricted cash at beginning of period | 10,242 | 7,856 |
Cash and cash equivalents and restricted cash at beginning of period | 110,728 | 20,311 |
Cash and cash equivalents at end of period | 16,182 | 101,787 |
Restricted cash at end of period | 3,895 | 7,200 |
Cash and cash equivalents and restricted cash at end of period | $ 20,077 | $ 108,987 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Class A Common Stock | ||
Offering costs in issuance of common stock | $ 11,194 | $ 35,514 |
Business Description
Business Description | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description | 1. Business Description Broadstone Net Lease, Inc. (the “Corporation”) is a Maryland corporation formed on October 18, 2007 , that elected to be taxed as a real estate investment trust (“REIT”) commencing with the taxable year ended December 31, 2008. The Corporation focuses on investing in income-producing, net leased commercial properties, primarily in the United States. The Corporation leases industrial, healthcare, restaurant, retail, and office commercial properties under long-term lease agreements. At September 30, 2021 , the Corporation owned a diversified portfolio of 696 individual commercial properties with 695 properties located in 42 U.S. states and one property located in British Columbia, Canada. Broadstone Net Lease, LLC (the Corporation’s operating company, or the “OP”), is the entity through which the Corporation conducts its business and owns (either directly or through subsidiaries) all of the Corporation’s properties. The Corporation is the sole managing member of the OP. The remaining membership units in the OP (“OP Units”), which are referred to as non-controlling interests, are held by members who were issued OP Units pursuant to the Internalization (defined below) or in exchange for their interests in properties acquired by the OP. As the Corporation conducts substantially all of its operations through the OP, it is structured as what is referred to as an umbrella partnership real estate investment trust (“UPREIT”). The Corporation, the OP, and its consolidated subsidiaries are collectively referred to as the “Company.” Prior to February 7, 2020, the Corporation was externally managed by Broadstone Real Estate, LLC (“BRE”) and Broadstone Asset Management, LLC (the “Asset Manager”) subject to the direction, oversight, and approval of the Company’s board of directors (the “Board of Directors”). The Asset Manager was a wholly owned subsidiary of BRE and all of the Corporation’s officers were employees of BRE. Accordingly, both BRE and the Asset Manager were related parties of the Company. Refer to Note 3 for further discussion concerning related parties and related party transactions. On February 7, 2020, the Corporation, the OP, BRE, and certain of their respective subsidiaries and affiliates, completed through a series of mergers (the “Mergers”) the internalization of the external management functions previously performed for the Corporation and the OP by BRE and the Asset Manager (such transactions, collectively, the “Internalization”). Upon consummation of the Internalization, the Company’s management team and corporate staff, who were previously employed by BRE, became employees of an indirect subsidiary of the OP and the Company became internally managed. Upon Internalization, the prior Property Management Agreement and Asset Management Agreement were terminated. The Internalization was not considered a “Termination Event” under the terms of the agreements and therefore no fees were paid under them as a result of the Internalization. On September 18, 2020, the Corporation effected a four -for-one stock split on its then outstanding 26,944 shares of common stock (“Common Stock”) that previously had a $ 0.001 par value. Concurrent with the stock split, the OP effected a four-for-one stock split of its outstanding OP Units. No fractional shares or OP Units were issued as a result of the stock split. All historic share and per share amounts in these Condensed Consolidated Financial Statements have been adjusted to give retroactive effect to the stock split. On September 21, 2020, the Corporation completed its initial public offering (“IPO”) and issued an aggregate of 37,000 shares of a new class of common stock, $ 0.00025 par value per share (“Class A Common Stock”) at $ 17.00 per share, which includes shares issued pursuant to the underwriters’ partial exercise of their over-allotment option on October 20, 2020, pursuant to a registration statement on Form S-11 (File No. 333-240381), as amended, under the Securities Act of 1933, as amended. Shares of Class A Common Stock were listed on the New York Stock Exchange (“NYSE”) under the symbol “BNL.” On March 20, 2021, each share of Class A Common Stock automatically converted into one share of Common Stock, and effective March 22, 2021, all shares of Common Stock were listed and freely tradeable on the NYSE under the symbol “BNL.” See Note 14. The following table summarizes the outstanding equity and economic ownership interest of the Corporation and the OP: September 30, 2021 December 31, 2020 (in thousands) Shares of OP Units Total Diluted Shares of OP Units Total Diluted Ownership interest 161,255 10,370 171,625 145,609 11,399 157,008 Percent ownership of OP 94.0 % 6.0 % 100.0 % 92.7 % 7.3 % 100.0 % Refer to Note 16 for further discussion regarding the calculation of weighted average shares outstanding. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim Information The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting ) and Article 10 of the Securities and Exchange Commission’s (“SEC”) Regulation S-X. Accordingly, the Corporation has omitted certain footnote disclosures which would substantially duplicate those contained within the audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K, filed with the SEC on February 25, 2021. Therefore, the readers of this quarterly report should refer to those audited consolidated financial statements, specifically Note 2, Summary of Significant Accounting Policies , for further discussion of significant accounting policies and estimates. The Corporation believes all adjustments necessary for a fair presentation have been included in these interim Condensed Consolidated Financial Statements (which include only normal recurring adjustments). Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. To the extent the Corporation has a variable interest in entities that are not evaluated under the variable interest entity (“VIE”) model, the Corporation evaluates its interests using the voting interest entity model. The Corporation has complete responsibility for the day-to-day management of, authority to make decisions for, and control of the OP. Based on consolidation guidance, the Corporation has concluded that the OP is a VIE as the members in the OP do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the OP. However, because the Corporation holds the majority voting interest in the OP and certain other conditions are met, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portion of the OP not owned by the Corporation is presented as non-controlling interests as of and during the periods presented. Basis of Accounting The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, the allocation of purchase price between tangible and intangible assets acquired and liabilities assumed, the value of long-lived assets and goodwill, the provision for impairment, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the provisions for uncollectible rent and credit losses, the fair value of the earnout liability, the fair value of assumed debt, the fair value of the Company’s interest rate swap agreements, and the determination of any uncertain tax positions. Accordingly, actual results may differ from those estimates. Long-lived Asset Impairment The Company reviews long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. Such cash flows include expected future operating income, as adjusted for trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value. Significant judgment is made in determining if and when impairment should be taken. The Company’s assessment of impairment as of September 30, 2021 was based on the most current information available to the Company. Certain of the Company’s properties may have fair values less than their carrying amounts. However, based on the Company’s plans with respect to each of those properties, the Company believes that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below. If the operating conditions mentioned above deteriorate or if the Company’s expected holding period for assets changes, subsequent tests for impairments could result in additional impairment charges in the future. Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs is current market conditions, as derived through the use of published commercial real estate market information. The Company determines the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. The following table summarizes the Company's impairment charges, resulting primarily from changes in the Company's long-term hold strategy with respect to the individual properties: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2021 2020 2021 2020 Number of properties 4 3 5 6 Impairment charge $ 25,989 $ 14,732 $ 28,001 $ 17,399 During the three months ended September 30, 2021, the Company executed an early lease termination with an office tenant on two properties in exchange for a fee of $ 35,000 , and simultaneously sold the underlying properties to an unrelated third party for aggregate gross proceeds of $ 16,000 . As the sale of the underlying properties was to an unrelated third party, the Company accounted for the lease termination income and sale of properties as separate transactions in accordance with GAAP. The Company recognized the termination fee income, net of $ 1,496 write-off of accrued rental income associated with the lease as other income from real estate transactions, a component of Lease revenues, net, in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). Refer to the Lease Termination Fee Income accounting policy below for additional information on the Company's accounting for lease terminations. As a result of the early lease termination, the Company accelerated the amortization of the remaining lease intangibles, recognizing $ 289 in Lease revenues, net and $ 4,047 in Depreciation and amortization in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). The Company sold the underlying vacant properties for an aggregate sales price of $ 16,000 , and incurred sales expenses of $ 661 . The properties’ carrying value, net of the fully amortized lease intangibles, was $ 41,085 , resulting in a $ 25,746 loss on sale of the properties. As the lease termination income was recognized separate from the sale of the underlying properties, the $ 35,000 cash receipt was not able to be factored into the properties' future undiscounted cash flows, and the properties were immediately deemed impaired. As such, the Company recognized the loss as an impairment charge in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). The following summarizes the impact of the above transactions, together with the corresponding financial statement line item: (in thousands) Lease revenues, net Lease termination fee $ 35,000 Write-off of accrued rental income ( 1,496 ) Accelerated amortization of above-market and below-market lease intangibles 289 33,793 Depreciation and amortization Accelerated amortization of in-place lease intangible ( 4,046 ) Provision for impairment of investment in rental properties Loss on sale ( 25,746 ) Total impact to net income $ 4,001 The remaining impairments recognized during the three and nine months ended September 30, 2021 were immaterial. Lease Termination Fee Income The Company recognizes lease termination fee income when all conditions of the termination agreement have been met, and collection of the lease termination fee is probable. If the tenant immediately vacates the property upon satisfying the conditions of the termination agreement, the Company recognizes the lease termination fee income net of accrued rental income associated with the lease immediately, as other income from real estate transactions, a component of Lease revenues, net, in the Condensed Consolidated Statement of Income and Comprehensive Income (Loss). Restricted Cash Restricted cash includes escrow funds the Company maintains pursuant to the terms of certain mortgages, and lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and is reported within Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Restricted cash consisted of the following: September 30, December 31, (in thousands) 2021 2020 Escrow funds and other $ 3,895 $ 7,852 Undistributed 1031 proceeds — 2,390 $ 3,895 $ 10,242 Rent Received in Advance Rent received in advance represents tenant payments received prior to the contractual due date, and is included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rent received in advance consisted of the following: (in thousands) September 30, December 31, Rent received in advance $ 14,516 $ 13,651 Provision for Uncollectible Rent In accordance with ASC 842, Leases , provisions for uncollectible rent are recorded as an offset to Lease revenues, net on the accompanying Consolidated Statements of Income and Comprehensive Income (Loss). The following table summarizes the changes in the provision for uncollectible rent: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Beginning balance $ 400 $ 2,222 $ 201 $ — Provision for uncollectible rent, net ( 150 ) ( 262 ) 49 1,961 Write-offs — ( 1,750 ) — ( 1,751 ) Ending balance $ 250 $ 210 $ 250 $ 210 Derivative Instruments The Company uses interest rate swap agreements to manage risks related to interest rate movements. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value. The Company early adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting and Hedging Activities , effective January 1, 2018 on a modified retrospective basis. ASU 2017-12 amended the designation and measurement guidance for qualifying hedging transactions and the presentation of hedge results in an entity’s financial statements. ASU 2017-12 removed the concept of separately measuring and reporting hedge ineffectiveness and requires a company to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. In accordance with ASU 2017-12, the gain or loss on the qualifying hedges is initially included as a component of other comprehensive income or loss and is subsequently reclassified into earnings when interest payments (the forecasted transactions) on the related debt are incurred and as the swap net settlements occur. When an existing cash flow hedge is terminated, the Company determines the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive loss based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings. If the Company determines that the hedged forecasted transaction is probable of occurring during the original period, the accumulated gain or loss is reclassified into earnings over the remaining life of the cash flow hedge using a straight-line method. If the Company determines that the hedged forecasted transaction is not probable of occurring during the original period, the entire amount of accumulated gain or loss is reclassified into earnings at such time. The Company documents its risk management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. The Company’s interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate. Fair Value Measurements Recurring Fair Value Measurements Earnout Liability – In connection with the Internalization, the Company recognized an earnout liability that was due and payable to the former owners of BRE once certain milestones were achieved during specified periods of time following the closing of the Internalization (the “Earnout Periods”). Under the terms of the agreement, the milestones related to either (a) the 40-day dollar volume-weighted average price of a share of the Company’s common stock (“VWAP per REIT Share”), following the completion of an IPO of the Company’s common stock, or (b) the Company’s AFFO per share, prior to the completion of an IPO. The Company utilized third-party valuation experts to assist in estimating the fair value of the earnout liability, and developed estimates by considering weighted-average probabilities of likely outcomes, and using a Monte Carlo simulation and discounted cash flow analysis. These estimates required the Company to make various assumptions about share price volatility and, prior to the IPO, about the timing of an IPO and net asset prices, each of which are unobservable and considered Level 3 inputs in the fair value hierarchy. A change in these inputs to a different amount could have resulted in a significantly higher or lower fair value measurement at the reporting date. Specifically, advancements in the estimated IPO date assumption increased the earnout liability’s fair value given the earnout’s fixed time horizon. Peer share price volatilities were used to estimate the Company’s expected share price volatility, and the Company’s corresponding ability to achieve the earnout targets. Increases in the volatility assumption would increase the earnout liability’s fair value. Increases in net asset values would also increase the earnout liability’s fair value. The Company achieved all four VWAP milestones applicable to the earnout as of September 30, 2021, and therefore no remaining earnout liability was recorded at September 30, 2021. The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of September 30, 2020: Significant Unobservable Inputs Weighted Average Range Peer stock price volatility 40.0 % 26.11 % - 56.85 % The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of February 7, 2020, which was the date of the Internalization: Significant Unobservable Inputs Weighted Average Range Expected IPO date April 15, 2020 March 2020 through May 2020 Peer stock price volatility 20.0 % 16.22 % to 23.09 % Company's net asset value per diluted share $ 21.30 (a) (a) The Company’s net asset value per diluted share was primarily based on the fair value of its real estate investment portfolio, together with the fair value of its other assets and liabilities. The fair value of the Company's real estate investment portfolio as of the measurement date was determined using market capitalization rates that ranged between 6.05 % and 7.09 %. The following table presents a reconciliation of the change in the earnout liability: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Beginning balance $ 10,063 $ 37,975 $ 7,509 $ — Allocation of Internalization purchase price at — — — 40,119 Change in fair value subsequent to Internalization 1,059 (b) ( 6,362 ) 5,539 ( 8,506 ) Reclassification as a component of additional paid-in — ( 18,436 ) — ( 18,436 ) Payout of tranches earned ( 11,122 ) — ( 13,048 ) — Ending balance $ — $ 13,177 $ — $ 13,177 (b) The $ 1,059 change in fair value during the three months ended September 30, 2021, represented the difference between the actual cash payments subsequent to June 30, 2021, and the earnout liability's fair value at June 30, 2021. The balances of financial instruments measured at fair value on a recurring basis are as follows: September 30, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities ( 36,196 ) — ( 36,196 ) — December 31, 2020 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ ( 72,103 ) $ — $ ( 72,103 ) $ — Earnout liability ( 7,509 ) — — ( 7,509 ) Long-term Debt – The fair value of the Company’s debt was estimated using Level 1, Level 2, and Level 3 inputs based on recent secondary market trades of the Company's 2031 Senior Unsecured Public Notes (defined below), recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. Treasury obligation interest rates, and discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect the Company’s judgment as to the approximate current lending rates for loans or groups of loans with similar maturities and assumes that the debt is outstanding through maturity. Market information, as available, or present value techniques were utilized to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist on specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. The following table summarizes the carrying amount reported on the Condensed Consolidated Balance Sheets and the Company’s estimate of the fair value of the Unsecured revolving credit facility, Mortgages, net, Unsecured term loans, net and Senior unsecured notes, net, which reflects the fair value of interest rate swaps: (in thousands) September 30, December 31, Carrying amount $ 1,597,868 $ 1,547,667 Fair value 1,710,238 1,679,188 Non-recurring Fair Value Measurements The Company’s non-recurring fair value measurements at September 30, 2021 and December 31, 2020 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs. Right-of-Use Assets and Lease Liabilities The Company is a lessee under non-cancelable operating leases associated with its corporate headquarters and other office spaces as well as with leases of land (“ground leases”). The Company records right-of-use assets and lease liabilities associated with these leases. The lease liability is equal to the net present value of the future payments to be made under the lease, discounted using estimates based on observable market factors. The right-of-use asset is generally equal to the lease liability plus initial direct costs associated with the leases. The Company includes in the recognition of the right-of-use asset and lease liability those renewal periods that are reasonably certain to be exercised, based on the facts and circumstances that exist at lease inception. Amounts associated with percentage rent provisions are considered variable lease costs and are not included in the initial measurement of the right-of-use asset or lease liability. The Company has made an accounting policy election, applicable to all asset types, not to separate lease from nonlease components when allocating contract consideration related to operating leases. Right-of-use assets and lease liabilities associated with operating leases were included in the accompanying Condensed Consolidated Balance Sheets as follows: September 30, December 31, (in thousands) Financial Statement Presentation 2021 2020 Right-of-use assets Prepaid expenses and other assets $ 3,250 $ 3,075 Lease liabilities Accounts payable and other liabilities 2,714 2,659 Stock-Based Compensation The Company has issued restricted stock awards (“RSAs”) and performance-based restricted stock units (“PRSUs”) under its 2020 Omnibus Equity and Incentive Plan (the “Equity Incentive Plan”). The Company accounts for stock-based incentives in accordance with ASC 718, Compensation – Stock Compensation , which requires that such compensation be recognized in the financial statements based on the award’s estimated grant date fair value. The value of such awards is recognized as compensation expense in General and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) over the appropriate vesting period on a straight-line basis or at the cumulative amount vested at each balance sheet date, if greater. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock compensation expense associated with the forfeited shares. Dividends declared on RSAs issued under the Equity Incentive Plan are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends related to forfeited RSAs will be reversed through compensation expense in the period the forfeiture occurs. Dividends accrued on the PRSUs are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends accrued related to forfeited PRSUs are reversed in the period the forfeiture occurs. Recently Adopted Accounting Standards In January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of ASC 848, to include all derivative contracts subject to a transition for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest (PAI) as a result of reference rate reform (the “discounting transition”). ASU 2021-01 gives market participants the ability to apply certain aspects of the contract modification and hedge accounting expedients to derivative contracts affected by a discounting transition. ASU 2021-01 permits an entity to elect certain hedging relief if it has designated a derivative as a hedging instrument in a hedging relationship and the terms of the derivative have changed as a result of the discounting transition. The Company will apply the amendments in ASU 2021-01 related to contract modifications and hedging relationships prospectively. Other Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance. Reclassifications The Company reclassified $ 961,330 of Unsecured term notes, net at December 31, 2020 to Unsecured term loans, net at September 30, 2021 and $ 472,466 of Unsecured term notes, net at December 31, 2020 to Senior unsecured notes, net at September 30, 2021 on the Condensed Consolidated Balance Sheets, to conform with the current period presentation. The reclassifications are changes from one acceptable presentation to another acceptable presentation. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 3. Related-Party Transactions Prior to the Internalization on February 7, 2020, BRE, a related party in which certain directors of the Corporation had either a direct or indirect ownership interest, and the Asset Manager were considered to be related parties. Earnout Consideration In connection with the Internalization, the Company incurred a contingent obligation that would be payable to certain members of the Company’s Board of Directors and employees who had previously been owners and/or employees of BRE, upon the occurrence of certain events (see Note 4). As of September 30, 2021, the Company achieved all four VWAP milestones applicable to the earnout. As a result, the Company issued 1,089 shares of common stock, 1,859 OP Units and made cash payments of $ 13,048 to these related parties (see Note 4). Conversion of OP Units to Common Stock During the three and nine months ended September 30, 2021, in a non-cash transaction (see Note 17), the Company converted 1,029 and 2,049 OP Units held by an affiliated third party to 1,029 and 2,049 shares of common stock at a total conversion value of $ 16,586 and $ 32,761 , respectively. There were no related party OP Unit conversions for the three and nine months ended September 30, 2020. |
Internalization
Internalization | 9 Months Ended |
Sep. 30, 2021 | |
Internalization [Abstract] | |
Internalization | 4. Internalization On February 7, 2020, the Company completed the Internalization and the Company’s management team and corporate staff, who were previously employed by BRE, became employees of an indirect subsidiary of the OP. The effect of the Internalization has been reflected in the Company’s operating results beginning on February 7, 2020. In accordance with the Internalization, the Company was required to pay additional earnout consideration of up to $ 75,000 payable in four tranches of $ 10,000 , $ 15,000 , $ 25,000 , and $ 25,000 when certain milestones related to the 40 -day VWAP per REIT Share were achieved. The consideration consisted of a combination of cash, shares of the Company’s common stock, and OP Units, based on the same proportions paid in the base consideration. As of September 30, 2021, the Company achieved all four VWAP milestones, thereby triggering the payout of all earnout tranches. Below is a summary of the shares of common stock and OP Units issued, and cash paid for each earnout tranche: (in thousands, except per share amounts) Shares of 40-Day Common Stock OP Units VWAP of a Tranche Issued Issued Cash Paid REIT Share Achievement Date 1 145 248 $ 1,926 (a) $ 22.50 June 16, 2021 2 218 371 2,888 (a) 23.75 July 14, 2021 3 363 620 4,117 24.375 September 21, 2021 4 363 620 4,117 25.00 September 21, 2021 (a) Cash payments include amounts earned for dividends. Condensed Pro Forma Financial Information (Unaudited) The following pro forma information summarizes selected financial information from the Company’s combined results of operations, as if the Internalization had occurred on January 1, 2019. These results contain certain adjustments totaling $ 1,929 and $ 8,068 of income, respectively, for the three and nine months ended September 30, 2020. These pro forma adjustments reflect the elimination of Internalization expenses and asset management, property management, and disposition fees between the Company and BRE and the Asset Manager in historic financial results, and adjustments to reflect compensation and related costs, incremental general and administrative expenses related to the Internalization, and incremental interest expense associated with the borrowing related to the Internalization. This pro forma information is presented for informational purposes only, and may not be indicative of what actual results of operations would have been had the Internalization occurred at the beginning of the period, nor does it purport to represent the results of future operations. The condensed pro forma financial information is as follows: For the Three Months Ended For the Nine Months Ended (in thousands) September 30, 2020 September 30, 2020 Revenues $ 80,744 $ 239,346 Net income 11,640 42,982 |
Acquisitions of Rental Property
Acquisitions of Rental Property | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions of Rental Property | 5. Acquisitions of Rental Property The Company closed on the following acquisitions during the nine months ended September 30, 2021: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price February 5, 2021 Healthcare 1 $ 4,843 February 26, 2021 Restaurant (a) 181 March 11, 2021 Retail 13 26,834 March 30, 2021 Retail 11 41,324 March 31, 2021 Healthcare 3 14,140 June 4, 2021 Retail 2 19,420 June 9, 2021 Industrial 1 8,500 June 9, 2021 Industrial 11 106,578 June 25, 2021 Retail 8 12,131 June 28, 2021 Healthcare 4 15,300 June 30, 2021 Retail 1 1,279 June 30, 2021 Healthcare 7 30,750 July 2, 2021 Industrial (b) 4,500 July 21, 2021 Retail 1 5,565 July 29, 2021 Retail 3 4,586 July 29, 2021 Industrial 1 13,041 July 30, 2021 Industrial 2 11,011 August 23, 2021 Healthcare 1 60,000 September 8, 2021 Retail 2 8,901 September 17, 2021 Retail 1 1,722 September 24, 2021 Retail 1 2,456 September 24, 2021 Industrial 2 48,699 September 29, 2021 Industrial 1 10,600 September 30, 2021 Industrial 3 59,343 80 $ 511,704 (c) (a) Acquisition of additional land adjacent to an existing property . (b) Acquisition of land related to an existing property . (c) Acquisition price does not include capitalized acquisition costs of $ 4,432 . The Company did no t complete any acquisitions of rental property during the nine months ended September 30, 2020. The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for completed real estate acquisitions: For the Nine Months Ended (in thousands) September 30, 2021 Land $ 72,829 Land improvements 22,103 Buildings and improvements 379,946 Acquired in-place leases (d) 40,865 Acquired above-market lease (e) 211 Right-of-use asset 663 Lease liability ( 481 ) $ 516,136 (d) The weighted average amortization period for acquired in-place leases is 17 year s . (e) The weighted average amortization period for acquired above-market leases is 10 years . The above acquisitions were funded using a combination of available cash on hand, revolving credit facility borrowings, and proceeds from the 2031 Senior Unsecured Public Notes (see Note 9). All real estate acquisitions closed during the nine months ended September 30, 2021, qualified as asset acquisitions and, as such, acquisition costs have been capitalized. Subsequent to September 30, 2021, the Company closed on the following acquisitions (see Note 19): (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price October 1, 2021 Healthcare 1 $ 3,306 October 22, 2021 Industrial 1 5,386 October 27, 2021 Retail 3 4,278 5 $ 12,970 |
Sale of Real Estate
Sale of Real Estate | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Sale of Real Estate | 6. Sale of Real Estate The Company closed on the following sales of real estate, none of which qualified as discontinued operations: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2021 2020 2021 2020 Number of properties disposed 6 5 25 18 Aggregate sale price $ 26,567 $ 9,816 $ 71,905 $ 57,539 Aggregate carrying value ( 24,244 ) ( 8,327 ) ( 58,817 ) ( 45,085 ) Additional sales expenses ( 1,103 ) ( 429 ) ( 3,297 ) ( 2,729 ) Gain on sale of real estate $ 1,220 $ 1,060 $ 9,791 $ 9,725 |
Investment in Rental Property a
Investment in Rental Property and Lease Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Investment in Rental Property and Lease Arrangements | Investment in Rental Property and Lease Arrangements The Company generally leases its investment rental property to established tenants in the industrial, healthcare, restaurant, retail, and office property types. At September 30, 2021 , the Company had 681 real estate properties which were leased under leases that have been classified as operating leases, 10 that have been classified as direct financing leases, and one that has been classified as a sales-type lease. Of the 10 leases classified as direct financing leases, three include land portions which are accounted for as operating leases. The sales-type lease includes a land portion which is accounted for as an operating lease. Substantially all leases have initial terms of 10 to 20 years . The Company’s leases generally provide for limited increases in rent as a result of fixed increases, increases in the CPI, or increases in the tenant’s sales volume. Generally, tenants are also required to pay all property taxes and assessments, substantially maintain the interior and exterior of the building, and maintain property and liability insurance coverage. The leases also typically provide for one or more multiple year renewal options, at the election of the tenant, and are subject to generally the same terms and conditions as the initial lease. Investment in Rental Property – Accounted for Using the Operating Method Rental property subject to non-cancelable operating leases with tenants was as follows: (in thousands) September 30, December 31, Land $ 616,917 $ 555,748 Land improvements 291,045 279,360 Buildings and improvements 3,161,728 2,857,510 Equipment 11,870 11,870 4,081,560 3,704,488 Less accumulated depreciation ( 407,354 ) ( 349,977 ) $ 3,674,206 $ 3,354,511 Depreciation expense on investment in rental property was as follows: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Depreciation $ 25,232 $ 23,317 $ 73,119 $ 70,392 Estimated lease payments to be received under non-cancelable operating leases with tenants at September 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 80,375 2022 323,733 2023 327,663 2024 324,289 2025 317,470 Thereafter 2,467,607 $ 3,841,137 Since lease renewal periods are exercisable at the option of the tenant, the above amounts only include future lease payments due during the initial lease terms. Such amounts exclude any potential variable rent increases that are based on changes in the CPI or future variable rents which may be received under the leases based on a percentage of the tenant’s gross sales. Additionally, certain of our leases provide tenants with the option to terminate their leases in exchange for termination penalties, or that are contingent upon the occurrence of a future event. Future lease payments within the table above have not been adjusted for these termination rights. Investment in Rental Property – Direct Financing Leases The Company’s net investment in direct financing leases was comprised of the following: (in thousands) September 30, December 31, Undiscounted estimated lease payments to be received $ 43,397 $ 45,782 Estimated unguaranteed residual values 15,203 15,203 Unearned revenue ( 29,605 ) ( 31,753 ) Reserve for credit losses ( 165 ) ( 166 ) Net investment in direct financing leases $ 28,830 $ 29,066 Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at September 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 795 2022 3,241 2023 3,304 2024 3,361 2025 3,475 Thereafter 29,221 $ 43,397 The above rental receipts do not include future lease payments for renewal periods, potential variable CPI rent increases, or variable percentage rent payments that may become due in future periods. The following table summarizes amounts reported as Lease revenues, net on the Condensed Consolidated Statements of Income and Comprehensive Income (Loss): For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Contractual rental amounts billed for operating leases $ 78,886 $ 69,270 $ 227,142 $ 209,440 Adjustment to recognize contractual operating lease billings on a 4,942 6,768 14,033 16,709 Variable rental amounts earned 130 234 335 308 Earned income from direct financing leases 726 757 2,184 2,599 Interest income from sales-type leases 14 — 43 — Operating expenses billed to tenants 4,414 3,389 12,998 11,456 Other income from real estate transactions (a) 33,515 64 33,548 795 Adjustment to revenue recognized for uncollectible rental 150 262 ( 49 ) ( 1,961 ) Total Lease revenues, net $ 122,777 $ 80,744 $ 290,234 $ 239,346 (a) Refer to the Company's policy footnote on Long-lived Asset Impairment in Note 2 for further discussion of lease termination income recognized through Other income from real estate transactions during the three and nine months ended September 30, 2021. |
Intangible Assets And Liabiliti
Intangible Assets And Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | 8. Intangible Assets and Liabilities The following is a summary of intangible assets and liabilities and related accumulated amortization: (in thousands) September 30, December 31, Lease intangibles: Acquired above-market leases $ 49,195 $ 54,616 Less accumulated amortization ( 17,862 ) ( 18,928 ) Acquired above-market leases, net 31,333 35,688 Acquired in-place leases 370,685 340,958 Less accumulated amortization ( 100,972 ) ( 85,733 ) Acquired in-place leases, net 269,713 255,225 Total intangible lease assets, net $ 301,046 $ 290,913 Acquired below-market leases $ 105,334 $ 107,788 Less accumulated amortization ( 32,837 ) ( 28,135 ) Intangible lease liabilities, net $ 72,497 $ 79,653 Leasing fees $ 14,776 $ 15,462 Less accumulated amortization ( 4,985 ) ( 4,724 ) Leasing fees, net $ 9,791 $ 10,738 Amortization of intangible lease assets and liabilities was as follows: (in thousands) For the Three Months Ended For the Nine Months Ended Intangible Financial Statement Presentation 2021 2020 2021 2020 Acquired in-place leases and leasing fees Depreciation and amortization $ 11,424 $ 8,026 $ 25,429 $ 32,060 Above-market and below-market leases Lease revenues, net 944 ( 149 ) 2,362 ( 25 ) For the three and nine months ended September 30, 2021 , amortization expense includes $ 3,757 of accelerated amortization resulting from early lease terminations. For the three and nine months ended September 30, 2020, amortization expense includes $ 2,459 and $ 14,517 , of accelerated amortization resulting from early lease termination, respectively. Estimated future amortization of intangible assets and liabilities at September 30, 2021 is as follows: (in thousands) Remainder of 2021 $ 6,482 2022 24,480 2023 24,168 2024 23,410 2025 22,113 Thereafter 137,687 $ 238,340 |
Unsecured Credit Agreements
Unsecured Credit Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Unsecured Credit Agreements | 9. Unsecured Credit Agreements The following table summarizes the Company’s unsecured credit agreements: Outstanding Balance (in thousands, except interest rates) September 30, December 31, Interest (b) (c) Maturity Unsecured revolving credit facility (a) $ — $ — (d) (e) Sep. 2023 Unsecured term loans (a) : 2022 Unsecured Term Loan 60,000 60,000 one-month LIBOR 1.00 % (f) Feb. 2022 2023 Unsecured Term Loan — 265,000 one-month LIBOR 1.10 % (g) Jan. 2023 2024 Unsecured Term Loan 190,000 190,000 one-month LIBOR 1.00 % (f) Jun. 2024 2026 Unsecured Term Loan 400,000 450,000 one-month LIBOR 1.00 % (h) Feb. 2026 Total unsecured term loans 650,000 965,000 Unamortized debt issuance costs, net ( 3,542 ) ( 3,670 ) Total unsecured term loans, net 646,458 961,330 Senior unsecured notes (a) : 2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84 % Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09 % Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19 % Jul. 2030 2031 Senior Unsecured Public Notes 375,000 — 2.60 % Sep. 2031 Total senior unsecured notes 850,000 475,000 Unamortized debt issuance costs and ( 6,335 ) ( 2,534 ) Total senior unsecured notes, net 843,665 472,466 Total unsecured debt, net $ 1,490,123 $ 1,433,796 (a) The Company believes it was in compliance with all financial covenants for all periods presented. (b) At September 30, 2021 and December 31, 2020 , one-month LIBOR was 0.08 % and 0.14 %, respectively. At September 30, 2021 daily LIBOR was 0.07 %. (c) In January 2021, the Company received a credit rating of BBB, changing the applicable margin on variable rate unsecured debt effective February 1, 2021. (d) At September 30, 2021 , borrowings on the revolving credit facility were subject to interest at one-month LIBOR plus 1.00 % or daily LIBOR rates plus 1.00 %. (e) At December 31, 2020, interest rate was one-month LIBOR plus 1.20 %. (f) At December 31, 2020, interest rate was one-month LIBOR plus 1.25 %. (g) At December 31, 2020, interest rate was one-month LIBOR plus 1.35 %. (h) At December 31, 2020, interest rate was one-month LIBOR plus 1.85 %. At September 30, 2021 , the weighted average interest rate on all outstanding borrowings was 2.71 %, exclusive of interest rate swap agreements. On September 15, 2021, the Company completed a public offering of $ 375,000 in aggregate principal amount of 2.60 % senior unsecured notes due 2031 (“2031 Senior Unsecured Public Notes”), issued at 99.816 % of the principal amount. The 2031 Senior Unsecured Public Notes require semi-annual interest payments through the maturity date of September 15, 2031, unless earlier redeemed. The 2031 Senior Unsecured Public Notes can be redeemed by the Company at par within three months of their respective maturities, or the Company can call the notes at any time for the principal, accrued interest, and a make-whole amount based upon the applicable government bond yield plus 20 basis points. The proceeds were used to repay in full borrowings on the Unsecured revolving credit facility and the 2023 Unsecured Term Loan, and to fund acquisitions. On March 12, 2021, the Company amended the 2026 Unsecured Term Loan and made a $ 50,000 paydown on the loan. Prior to the amendment, the borrowings under the 2026 Unsecured Term Loan were subject to interest at variable rates based on LIBOR plus a margin based on the OP’s current credit rating ranging between 1.45 % and 2.40 % per annum with the applicable margin being 1.60 % immediately prior to the amendment. The amendment reduced the margin to a range between 0.85 % and 1.65 % per annum and based on the OP’s credit rating of BBB, the applicable margin was 1.0 % beginning March 12, 2021. All other terms and conditions of the 2026 Unsecured Term Loan remained materially the same as those in effect prior to this amend ment. For the three and nine months ended September 30, 2021 , the Company incurred $ 4,069 and $ 5,020 , respectively, in debt issuance costs and original issuance discount associated with the 2031 Senior Unsecured Public Notes and the amended 2026 Unsecured Term Loan. For the three and nine months ended September 30, 2020, the Company incurred $ 5,918 in debt issuance costs associated with the Revolving Credit Facility. For each separate debt instrument, on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment , the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred. Based on the assessment, $ 3,379 and $ 4,325 of debt issuance costs incurred during the three and nine months ended September 30, 2021 , respectively, were deemed to be related to new debt, and the modification of existing debt, and therefore have been deferred and are being amortized over the term of the associated debt. For the three and nine months ended September 30, 2020, $ 5,918 of debt issuance costs incurred were related to the issuance of new debt, or the modification of existing debt, and therefore were deferred and are being amortized over the term of the associated debt. Additionally, during the three and nine months ended September 30, 2021, $ 214 and $ 340 , respectively, of unamortized debt issuance costs were expensed, and included in Cost of debt extinguishment in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income (Loss). Such amounts totaled $ 392 during the three and nine months ended September 30, 2020. Debt issuance costs and original issuance discounts are amortized as a component of Interest expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income (Loss). The following table summarizes debt issuance cost and original issuance discount amortization: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Debt issuance costs and original issuance discount amortization $ 962 $ 819 $ 2,832 $ 2,528 The Company is subject to various financial and operational covenants and financial reporting requirements pursuant to its unsecured credit agreements. These covenants require the Company to maintain certain financial ratios, including leverage, fixed charge coverage, debt service coverage, aggregate debt ratio, consolidated income available for debt to annual debt service charge, total unencumbered assets to total unsecured debt, and secured debt ratio, among others. As of September 30, 2021 , the Company believes it was in compliance with all of its loan covenants. Failure to comply with the covenants would result in a default which, if the Company were unable to cure or obtain a waiver from the lenders, could accelerate the repayment of the obligations. Further, in the event of default, the Company may be restricted from paying dividends to its stockholders in excess of dividends required to maintain its REIT qualification. Accordingly, an event of default could have a material and adverse impact on the Company. |
Mortgages
Mortgages | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Mortgages | 10. Mortgages The Company’s mortgages consist of the following: Origination Maturity (in thousands, except interest rates) Date Date Interest September 30, December 31, Lender (Month/Year) (Month/Year) Rate 2021 2020 Wilmington Trust National Association Apr-19 Feb-28 4.92 % $ 47,064 $ 47,945 (a) (b) (c) (j) Wilmington Trust National Association Jun-18 Aug-25 4.36 % 19,657 19,947 (a) (b) (c) (i) PNC Bank Oct-16 Nov-26 3.62 % 17,196 17,498 (b) (c) T2 Durham I, LLC Jul-21 Jul-24 Greater of Prime + 1.25 % or 5.00 % 7,500 — (b) (k) Aegon Apr-12 Oct-23 6.38 % 6,451 7,039 (b) (f) Sun Life Mar-12 Oct-21 5.13 % — 10,469 (b) (e) M&T Bank Oct-17 Aug-21 one - month 3 % — 4,769 (b) (d) (g) Total mortgages 97,868 107,667 Debt issuance costs, net ( 338 ) ( 285 ) Mortgages, net $ 97,530 $ 107,382 (a) Non-recourse debt includes the indemnification/guaranty of the Corporation and/or OP pertaining to fraud, environmental claims, insolvency, and other matters. (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Debt secured by guaranty of the Corporation. (e) Mortgage was assumed in March 2012 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (f) Mortgage was assumed in April 2012 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. (g) The Company entered into an interest rate swap agreement in connection with the mortgage, as further described in Note 11. (h) Mortgage was assumed in October 2017 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (i) Mortgage was assumed in June 2018 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (j) Mortgage was assumed in April 2019 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (k) Mortgage is subject to interest at a daily floating annual rate equal to the Prime Rate plus 1.25 %, but no less than 5.00 % per annum. At September 30, 2021, the interest rate was 5.00 % At September 30, 2021 , investment in rental property of $ 162,642 was pledged as collateral against the Company’s mortgages. Estimated future principal payments to be made under the above mortgages and the Company’s unsecured credit agreements (see Note 9) at September 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 707 2022 62,907 2023 7,582 2024 199,760 2025 20,195 Thereafter 1,306,717 $ 1,597,868 Certain of the Company’s mortgage and note payable agreements provide for prepayment fees and can be terminated under certain events of default as defined under the related agreements. These prepayment fees are not reflected as part of the table above. |
Interest Rate Swaps
Interest Rate Swaps | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps | 11. Interest Rate Swaps Interest rate swaps were entered into with certain financial institutions in order to mitigate the impact of interest rate variability over the term of the related debt agreements. The interest rate swaps are considered cash flow hedges. In order to reduce counterparty concentration risk, the Company has a diversification policy for institutions that serve as swap counterparties. Under these agreements, the Company receives monthly payments from the counterparties on these interest rate swaps equal to the related variable interest rates multiplied by the outstanding notional amounts. All of the Company's interest swaps at September 30, 2021 and December 31, 2020 are tied to the one-month LIBOR rate. Certain interest rate swaps amortize on a monthly basis. In turn, the Company pays the counterparties each month an amount equal to a fixed rate multiplied by the related outstanding notional amounts. The intended net impact of these transactions is that the Company pays a fixed interest rate on its variable-rate borrowings. In connection with the issuance of the 2031 Senior Unsecured Public Notes in September 2021 and repayment of outstanding borrowings of variable rate debt indexed to the one-month LIBOR rate (see Note 9), t he Company terminated interest rate swap agreements with an aggregate termination value of $ 5,580 . The Company determined that it is not probable the hedge forecasted transactions will not occur during the original periods, and therefore, the $ 5,580 of accumulated losses held in Other comprehensive income (loss) will be reclassified to interest expense on a straight-line basis over the original lives of the terminated swaps. For the three and nine months ended September 30, 2021, amounts reclassified out of Other comprehensive income (loss) to Interest expense were $ 126 . The following is a summary of the Company’s outstanding interest rate swap agreements: (in thousands, except interest rates) September 30, 2021 December 31, 2020 Counterparty Maturity Date Fixed Notional Fair Notional Fair Wells Fargo Bank, N.A. February 2021 2.39 % $ — $ — $ 35,000 $ ( 70 ) M&T Bank August 2021 1.02 % — — 4,768 ( 25 ) (a) Capital One, National Association December 2021 1.05 % — — (b) 15,000 ( 141 ) M&T Bank September 2022 2.83 % — — (b) 25,000 ( 1,139 ) Bank of America, N.A. November 2023 2.80 % — — (b) 25,000 ( 1,848 ) M&T Bank November 2023 2.65 % — — (b) 25,000 ( 1,785 ) Regions Bank December 2023 1.18 % — — (b) 25,000 ( 763 ) Truist Financial Corporation April 2024 1.99 % — — (b) 25,000 ( 1,487 ) Bank of Montreal July 2024 1.16 % — — (b) 40,000 ( 1,380 ) Wells Fargo Bank, N.A. October 2024 2.72 % 15,000 ( 964 ) 15,000 ( 1,422 ) Capital One, National Association December 2024 1.58 % 15,000 ( 463 ) 15,000 ( 799 ) Bank of Montreal January 2025 1.91 % 25,000 ( 1,044 ) 25,000 ( 1,725 ) Truist Financial Corporation April 2025 2.20 % 25,000 ( 1,324 ) 25,000 ( 2,084 ) Bank of Montreal July 2025 2.32 % 25,000 ( 1,478 ) 25,000 ( 2,351 ) Truist Financial Corporation July 2025 1.99 % 25,000 ( 1,174 ) 25,000 ( 1,941 ) Truist Financial Corporation December 2025 2.30 % 25,000 ( 1,546 ) 25,000 ( 2,481 ) Bank of Montreal January 2026 1.92 % 25,000 ( 1,156 ) 25,000 ( 2,039 ) Bank of Montreal January 2026 2.05 % 40,000 ( 2,062 ) 40,000 ( 3,523 ) Capital One, National Association January 2026 2.08 % 35,000 ( 1,842 ) 35,000 ( 3,078 ) Truist Financial Corporation January 2026 1.93 % 25,000 ( 1,164 ) 25,000 ( 2,019 ) Capital One, National Association April 2026 2.68 % 15,000 ( 1,204 ) 15,000 ( 1,843 ) Capital One, National Association July 2026 1.32 % 35,000 ( 682 ) 35,000 ( 1,806 ) Bank of Montreal December 2026 2.33 % 10,000 ( 692 ) 10,000 ( 1,156 ) Bank of Montreal December 2026 1.99 % 25,000 ( 1,300 ) 25,000 ( 2,372 ) Wells Fargo Bank, N.A. April 2027 2.72 % 25,000 ( 2,287 ) 25,000 ( 3,555 ) Bank of Montreal December 2027 2.37 % 25,000 ( 1,904 ) 25,000 ( 3,234 ) Capital One, National Association December 2027 2.37 % 25,000 ( 1,909 ) 25,000 ( 3,199 ) Wells Fargo Bank, N.A. January 2028 2.37 % 75,000 ( 5,743 ) 75,000 ( 9,650 ) Bank of Montreal May 2029 2.09 % 25,000 ( 1,557 ) 25,000 ( 2,994 ) Regions Bank May 2029 2.11 % 25,000 ( 1,599 ) 25,000 ( 3,004 ) Regions Bank June 2029 2.03 % 25,000 ( 1,459 ) 25,000 ( 2,843 ) U.S. Bank National Association June 2029 2.03 % 25,000 ( 1,456 ) 25,000 ( 2,902 ) U.S. Bank National Association August 2029 1.35 % 25,000 ( 187 ) 25,000 ( 1,445 ) $ 640,000 $ ( 36,196 ) $ 859,768 $ ( 72,103 ) (a) Interest rate swap was assumed in October 2017 as part of an UPREIT transaction. (b) Interest rate swap was terminated in September 2021 . At September 30, 2021, the weighted average fixed rate on all outstanding interest rate swaps was 2.11 %. The total amounts recognized, and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income (Loss), from converting from variable rates to fixed rates under these agreements were as follows: Reclassification from Total Interest Expense Amount of Gain Accumulated Other Presented in the Condensed Recognized in Comprehensive Loss Consolidated Statements of (in thousands) Accumulated Other Amount of Income and Comprehensive For the Three Months Ended September 30, Comprehensive Loss Location Loss Income (Loss) 2021 $ 4,559 Interest expense $ 4,085 $ 15,611 2020 4,352 Interest expense 4,166 18,511 Amount of Gain Reclassification from Total Interest Expense (Loss) Accumulated Other Presented in the Condensed Recognized in Comprehensive Loss Consolidated Statements of (in thousands) Accumulated Other Amount of Income and Comprehensive For the Nine Months Ended September 30, Comprehensive Loss Location Loss Income (Loss) 2021 $ 30,328 Interest expense $ 12,140 $ 47,149 2020 ( 59,766 ) Interest expense 8,467 59,015 Amounts related to the interest rate swaps expected to be reclassified out of Accumulated other comprehensive loss to Interest expense during the next twelve months are estimated to be a loss of $ 15,477 . The Company is exposed to credit risk in the event of non-performance by the counterparties of the swaps. The Company minimizes the risk exposure by limiting counterparties to major banks who meet established credit and capital guidelines. |
Non-Controlling Interests
Non-Controlling Interests | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 12. Non-Controlling Interests The following table summarizes OP Units exchanged for shares of common stock: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 OP Units exchanged for shares of common stock 1,723 — 2,888 — Value of units exchanged $ 27,755 $ — $ 46,220 $ — As of September 30, 2021, the Company achieved all four VWAP milestones applicable to the earnout. As a result, the Company issued 1,611 and 1,859 OP Units for the three and nine months ended September 30, 2021, respectively (see Note 4). |
Credit Risk Concentrations
Credit Risk Concentrations | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Credit Risk Concentrations | 13. Credit Risk Concentrations The Company maintained bank balances that, at times, exceeded the federally insured limit during the nine months ended September 30, 2021. The Company has not experienced losses relating to these deposits and management does not believe that the Company is exposed to any significant credit risk with respect to these amounts. The Company has mortgages with two institutions that comprised 68 % and 18 % of total mortgages at September 30, 2021. The Company had mortgages with three institutions that comprised 63 %, 16 %, and 10 % of total mortgages at December 31, 2020. For the three and nine months ended September 30, 2021 and 2020 , the Company had no individual tenants or common franchises that accounted for more than 10% of total revenues, excluding lease termination fees. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | 14. Equity General On June 28, 2021, the Corporation completed its first public follow-on equity offering and issued 11,500 shares of Common Stock, including shares issued pursuant to the underwriters' full exercise of their over-allotment option, at $ 23.00 per share. The net proceeds, after deducting underwriting discounts and commissions of $ 10,580 and $ 433 of other expenses, were $ 253,487 . The Company used the net proceeds to repay the remaining $ 160,600 principal due under the Company's revolving credit facility. The remaining net proceeds were used for general business purposes, includin g acquisitions. As of September 30, 2021, the Company had $ 242 of accrued offering costs related to the public follow-on equity offering . On September 21, 2020, the Corporation completed its IPO and issued 37,000 shares of Class A Common Stock inclusive of the underwriters’ partial exercise of their over-allotment option on October 20, 2020. Aside from the conversion discussed below, the terms of the Class A Common Stock were identical to the terms of the Common Stock. Each share of Class A Common Stock automatically converted into one share of Common Stock on March 20, 2021, and effective March 22, 2021, all shares of Common Stock were listed and freely tradeable on the NYSE under the ticker “BNL.” The Common Stock and Class A Common Stock are collectively referred to as the Corporation’s “common stock.” As of September 30, 2021, the Company achieved all four VWAP milestones applicable to the earnout. As a result, the Company issued 944 and 1,089 shares of common stock during the three and nine months ended September 30, 2021, respectively (see Note 4). On August 23, 2021, the Company established an at-the-market common equity offering program ("ATM Program"), through which it may, from time to time, publicly offer and sell shares of common stock having an aggregate gross sales price of up to $ 400,000 . The ATM Program provides for forward sale agreements, enabling the Company to set the price of shares upon pricing the offering, while delaying the issuance of shares and the receipt of the net proceeds. There was no activity relating to the ATM Program during the three and nine months ended September 30, 2021. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Restricted Stock Awards On March 1, 2021 and August 4, 2020, the Company awarded 199 and 341 shares of RSAs, respectively, to certain officers and employees under the Equity Incentive Plan. The holder of RSAs is generally entitled at all times on and after the date of issuance of the restricted common shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares. The RSAs vest over a one , three, or four year period from the date of grant and are subject to the employee’s continued service through the applicable vesting dates and in accordance with the terms of the individual award agreements. The March 1, 2021 grant date fair value per share of $ 18.66 was based on the market price of the Company’s common stock on the grant date. The August 4, 2020 grant date fair value per share of $ 20.50 was based on the determined share value established by the Board of Directors ("Determined Share Value"). Prior to the IPO, the Company sold shares of common stock in a private offering at a price equal to the Determined Share Value, which was established at least quarterly by the Board of Directors based on the net asset value ("NAV") of the Company's portfolio, input from management and third-party consultants, and such other factors as the Board of Directors determined. The Company's NAV was calculated using its established valuation process, starting with an estimate of the fair value of the properties in the portfolio as of the date based upon, among other factors, the implied market price for each asset based upon a review of market capitalization rates. The following table presents information about the Company’s RSAs: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Compensation cost $ 701 $ 796 $ 3,124 $ 796 Dividends declared on unvested RSAs 95 46 296 46 Grant date fair value of shares vested during the period — — 3,296 — (in thousands, except recognition period) September 30, 2021 December 31, 2020 Unamortized value of RSAs $ 5,508 $ 5,001 Weighted average amortization period (in years) 2.6 2.8 The following table presents information about the Company’s RSA activity: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 378 $ 19.60 341 $ 20.50 Granted 1 26.02 202 18.68 Vested — — ( 164 ) 20.15 Forfeited ( 5 ) 19.72 ( 5 ) 19.72 Unvested at end of period 374 $ 19.61 374 $ 19.61 For the Three Months Ended September 30, 2020 For the Nine Months Ended September 30, 2020 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period — $ — — $ — Granted 341 20.50 341 20.50 Vested — — — — Forfeited — — — — Unvested at end of period 341 $ 20.50 341 $ 20.50 Performance-based Restricted Stock Units On March 1, 2021, the Company issued target grants of 132 PRSUs under the Equity Incentive Plan to the officers of the Company. The awards are non-vested restricted stock units where the vesting percentages and the ultimate number of units vesting will be measured 50 % based on the relative total shareholder return (“rTSR”) of the Company’s common stock as compared to the rTSR of peer companies over a three-year period, as identified in the grant agreements, and 50% based on the rTSR of the Company’s common stock as compared to the rTSR of the MSCI US REIT Index over a three year measurement period. The payout schedules can produce vesting percentages ranging from 0 % to 200 % with a target of 100 %. rTSR means the percentage appreciation in the fair market value of one share over the three year measurement period beginning on the date of grant, assuming the reinvestment of dividends on the ex-dividend date. The target number of units is based on achieving a rTSR equal to the 55 th percentile of the peer companies and MSCI US REIT Index. Dividends accrue during the measurement period and will be paid on the PRSUs ultimately earned at the end of the measurement period in either cash or common stock, at the direction of the Board’s Compensation Committee. The grant date fair value of the PRSUs was measured using a Monte Carlo simulation model based on assumptions including share price volatility. The following table presents information about the Company’s PRSUs: For the Three Months Ended For the Nine Months Ended (in thousands, except recognition period) September 30, 2021 September 30, 2021 Compensation cost $ 223 $ 520 September 30, 2021 Unamortized value of PRSUs $ 2,154 Weighted average amortization period (in years) 2.4 There were no PRSUs at September 30, 2020. The following table presents information about the Company’s PRSU activity: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 110 $ 24.40 — $ — Granted — — 132 24.40 Vested — — — — Forfeited — — ( 22 ) 24.40 Unvested at end of period 110 $ 24.40 110 $ 24.40 |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 16. Earnings per Share The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”): For the Three Months Ended For the Nine Months Ended (in thousands, except per share amounts) 2021 2020 2021 2020 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common $ 28,698 $ 8,750 $ 72,135 $ 34,919 Less earnings allocated to unvested restricted shares ( 95 ) ( 46 ) ( 296 ) ( 46 ) Net earnings used to compute basic earnings per common share $ 28,603 $ 8,704 $ 71,839 $ 34,873 Diluted earnings: Net earnings used to compute basic earnings per share $ 28,603 $ 8,704 $ 71,839 $ 34,873 Net earnings attributable to non-controlling interests 1,824 961 5,167 3,738 Net earnings used to compute diluted earnings per common share $ 30,427 $ 9,665 $ 77,006 $ 38,611 Weighted average number of common shares outstanding 159,604 111,371 150,593 108,300 Less weighted average unvested restricted shares (a) ( 378 ) ( 216 ) ( 366 ) ( 72 ) Weighted average number of common shares outstanding used in 159,226 111,155 150,227 108,228 Effects of restricted stock units (b) 219 — 172 — Effects of convertible membership units (c) 10,142 12,226 10,874 11,519 Weighted average number of common shares outstanding used in 169,587 123,381 161,273 119,747 Basic earnings per share $ 0.18 $ 0.08 $ 0.48 $ 0.32 Diluted earnings per share $ 0.18 $ 0.08 $ 0.48 $ 0.32 (a) Represents the weighted average effects of 374 and 341 unvested restricted shares of common stock as of September 30, 2021 and 2020, respectively, which will be excluded from the computation of earnings per share until they vest. The shares of restricted common stock were not included in the calculation of diluted earnings per share, as the effect of doing so would have been anti-dilutive. (b) Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 15). (c) Represents the weighted average effects of 10,370 and 12,226 OP Units outstanding at September 30, 2021 and 2020 , respectively. OP Units are included in the diluted earnings per share calculation. However, because such OP Units would also require that the share of the net income attributable to such OP units also be added back to net income, there is no effect to EPS. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | 17. Supplemental Cash Flow Disclosures Cash paid for interest was $ 38,551 and $ 50,853 for the nine months ended September 30, 2021 and 2020 , respectively. Cash paid for income taxes was $ 1,144 and $ 1,385 for the nine months ended September 30, 2021 and 2020, respectively. The following are non-cash transactions and have been excluded from the accompanying Condensed Consolidated Statements of Cash Flows: During the nine months ended September 30, 2021 , the Company converted 2,888 OP Units valued at $ 46,220 to 2,888 shares of common stock. At September 30, 2021 and 2020 , dividend amounts declared and accrued but not yet paid amounted to $ 43,874 and $ 20,722 , respectively. During the nine months ended September 30, 2020 , the Corporation issued 275 shares of Common Stock with a value of approximately $ 5,733 under the terms of the Distribution Reinvestment Plan (“DRIP”). The Company terminated the DRIP effective February 10, 2020. During the nine months ended September 30, 2020 , the Company issued shares of Common Stock and OP Units, with a total value of approximately $ 178,535 , and earnout consideration with a fair value of $ 40,119 as consideration for the Internalization and assumed $ 90,484 of debt. During the nine months ended September 30, 2020 , the Company adjusted the carrying value of mezzanine equity non-controlling interests by $ 2,513 , with an offset to Additional paid-in capital, in accordance with the Company’s accounting policy. During the nine months ended September 30, 2020 , the Company reclassified $ 112,698 of mezzanine equity non-controlling interests to Non-controlling interests as a result of the IPO triggering permanent equity classification. During the nine months ended September 30, 2020 , the Company reclassified $ 66,376 of mezzanine equity common stock, with an offset of $ 66,375 to Additional paid-in capital and $ 1 to Common stock as a result of the IPO triggering permanent equity classification. During the nine months ended September 30, 2020 , the Company reclassified $ 18,346 of the carrying value of the earnout liability, with an offset of $ 11,627 as a component of Non-controlling interests and $ 6,809 as a component of Additional paid-in capital. During the nine months ended September 30, 2020 , the Company executed lease modifications that resulted in the lease classification changing from direct financing lease to operating lease for four properties. At the modification date, the net investment in the original lease, and therefore the carrying value of the assets recognized, amounted to $ 9,055 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 18. Commitments and Contingencies Litigation From time to time, the Company is a party to various litigation matters incidental to the conduct of the Company’s business. While the resolution of such matters cannot be predicted with certainty, based on currently available information, the Company does not believe that the final outcome of any of these matters will have a material effect on its consolidated financial position, results of operations, or liquidity. Property and Acquisition Related In connection with ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company is not aware of any non-compliance, liability, claim, or other environmental condition that would have a material effect on its consolidated financial position, results of operations, or liquidity. The Company has a commitment to fund a building expansion expected to be completed in 2022, totaling $ 17,388 as of September 30, 2021, in exchange for an increase in rent contractually scheduled to commence in August 2022. The Company is a party to three separate tax protection agreements with the contributing members of three distinct UPREIT transactions and to the Founding Owners’ Tax Protection Agreement in connection with the Internalization. The tax protection agreements require the Company to indemnify the beneficiaries in the event of a sale, exchange, transfer, or other disposal of the contributed property, and in the case of the Founding Owners’ Tax Protection Agreement, the entire Company, in a taxable transaction that would cause such beneficiaries to recognize a gain that is protected under the agreements, subject to certain exceptions. The Company is required to allocate an amount of nonrecourse liabilities to each beneficiary that is at least equal to the minimum liability amount, as contained in the agreements. The minimum liability amount and the associated allocation of nonrecourse liabilities are calculated in accordance with applicable tax regulations, are completed at the OP level, and do not represent GAAP accounting. Therefore, there is no impact to the Condensed Consolidated Financial Statements. Based on values as of September 30, 2021, taxable sales of the applicable properties would trigger liability under the agreements of approxi mately $ 22,300 . Ba sed on information available, the Company does not believe that the events resulting in damages as detailed above have occurred or are likely to occur in the foreseeable future. In the normal course of business, the Company enters into various types of commitments to purchase real estate properties. These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase the properties. Obligations Under Operating Leases Subsequent to the Internalization, the Company leases office space for its corporate headquarters and other locations under non-cancellable operating leases with expiration dates ranging from 2021 to 2023 . These leases contain provisions for fixed monthly payments, subject to rent escalations. None of the leases are subject to any sublease agreement. The Company also leases land at certain properties under non-cancellable operating leases (“ground leases”) with initial lease terms ranging from 2034 to 2069 . These leases contain provisions for fixed monthly payments, subject to rent escalations. One lease requires the Company to make annual rent payments calculated based upon sales generated at the property (“percentage rent”). None of the leases are subject to any sublease agreement. The following table summarizes the total lease costs associated with operating leases: For the Three Months Ended For the Nine Months Ended (in thousands) Financial Statement Presentation 2021 2020 2021 2020 Operating lease costs Office leases General and administrative $ 158 $ 155 $ 473 $ 362 Ground leases Property and operating expense 39 33 106 100 Variable lease costs Ground leases Property and operating expense 14 13 42 43 Total lease costs $ 211 $ 201 $ 621 $ 505 The following table summarizes payments associated with obligations under operating leases, reported as Net cash provided by operating activities on the accompanying Condensed Consolidated Statements of Cash Flows: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Operating lease payments $ 191 $ 179 $ 618 $ 490 Estimated future lease payments required under non-cancelable operating leases at September 30, 2021, and a reconciliation to the lease liabilities, is as follows: (in thousands) Remainder of 2021 $ 186 2022 723 2023 539 2024 153 2025 155 Thereafter 3,777 Total undiscounted cash flows 5,533 Less imputed interest ( 2,819 ) Lease liabilities $ 2,714 The above rental payments include future minimum lease payments due during the initial lease terms. Such amounts exclude any contingent amounts associated with percentage rent that may become due in future periods. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events On October 15, 2021, the Company paid distributions totaling $ 43,764 . On October 28, 2021, the Board of Directors declared a quarterly distribution of $ 0.265 per share on the Company’s common stock and OP Units for the fourth quarter of 2021, which will be payable on or before January 15, 2022 to stockholders and unit holders of record as of December 31, 2021 . Subsequent to September 30, 2021 , the Company continued to expand its operations through the acquisition of additional rental property and associated intangible assets and liabilities. The Company acquired approximately $ 12,970 of rental property and associated intangible assets and liabilities (see Note 5). Subsequent to September 30, 2021, the Company borrowed $ 38,000 on the Unsecured revolving credit facility, the proceeds of which were used to fund acquisitions and for other general corporate purposes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Interim Information | Interim Information The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting ) and Article 10 of the Securities and Exchange Commission’s (“SEC”) Regulation S-X. Accordingly, the Corporation has omitted certain footnote disclosures which would substantially duplicate those contained within the audited consolidated financial statements for the year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K, filed with the SEC on February 25, 2021. Therefore, the readers of this quarterly report should refer to those audited consolidated financial statements, specifically Note 2, Summary of Significant Accounting Policies , for further discussion of significant accounting policies and estimates. The Corporation believes all adjustments necessary for a fair presentation have been included in these interim Condensed Consolidated Financial Statements (which include only normal recurring adjustments). |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts and operations of the Company. All intercompany balances and transactions have been eliminated in consolidation. To the extent the Corporation has a variable interest in entities that are not evaluated under the variable interest entity (“VIE”) model, the Corporation evaluates its interests using the voting interest entity model. The Corporation has complete responsibility for the day-to-day management of, authority to make decisions for, and control of the OP. Based on consolidation guidance, the Corporation has concluded that the OP is a VIE as the members in the OP do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the OP. However, because the Corporation holds the majority voting interest in the OP and certain other conditions are met, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portion of the OP not owned by the Corporation is presented as non-controlling interests as of and during the periods presented. |
Basis of Accounting | Basis of Accounting The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP. |
Use of Estimates | Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, the allocation of purchase price between tangible and intangible assets acquired and liabilities assumed, the value of long-lived assets and goodwill, the provision for impairment, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the provisions for uncollectible rent and credit losses, the fair value of the earnout liability, the fair value of assumed debt, the fair value of the Company’s interest rate swap agreements, and the determination of any uncertain tax positions. Accordingly, actual results may differ from those estimates. |
Long-lived Asset Impairment | Long-lived Asset Impairment The Company reviews long-lived assets to be held and used for possible impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If, and when, such events or changes in circumstances are present, an impairment exists to the extent the carrying value of the asset or asset group exceeds the sum of the undiscounted cash flows expected to result from the use of the asset or asset group and its eventual disposition. Such cash flows include expected future operating income, as adjusted for trends and prospects, as well as the effects of demand, competition, and other factors. An impairment loss is measured as the amount by which the carrying amount of the asset or asset group exceeds its fair value. Significant judgment is made in determining if and when impairment should be taken. The Company’s assessment of impairment as of September 30, 2021 was based on the most current information available to the Company. Certain of the Company’s properties may have fair values less than their carrying amounts. However, based on the Company’s plans with respect to each of those properties, the Company believes that their carrying amounts are recoverable and therefore, no impairment charges were recognized other than those described below. If the operating conditions mentioned above deteriorate or if the Company’s expected holding period for assets changes, subsequent tests for impairments could result in additional impairment charges in the future. Inputs used in establishing fair value for real estate assets generally fall within Level 3 of the fair value hierarchy, which are characterized as requiring significant judgment as little or no current market activity may be available for validation. The main indicator used to establish the classification of the inputs is current market conditions, as derived through the use of published commercial real estate market information. The Company determines the valuation of impaired assets using generally accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations, and bona fide purchase offers received from third parties. Management may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate. The following table summarizes the Company's impairment charges, resulting primarily from changes in the Company's long-term hold strategy with respect to the individual properties: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2021 2020 2021 2020 Number of properties 4 3 5 6 Impairment charge $ 25,989 $ 14,732 $ 28,001 $ 17,399 During the three months ended September 30, 2021, the Company executed an early lease termination with an office tenant on two properties in exchange for a fee of $ 35,000 , and simultaneously sold the underlying properties to an unrelated third party for aggregate gross proceeds of $ 16,000 . As the sale of the underlying properties was to an unrelated third party, the Company accounted for the lease termination income and sale of properties as separate transactions in accordance with GAAP. The Company recognized the termination fee income, net of $ 1,496 write-off of accrued rental income associated with the lease as other income from real estate transactions, a component of Lease revenues, net, in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). Refer to the Lease Termination Fee Income accounting policy below for additional information on the Company's accounting for lease terminations. As a result of the early lease termination, the Company accelerated the amortization of the remaining lease intangibles, recognizing $ 289 in Lease revenues, net and $ 4,047 in Depreciation and amortization in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). The Company sold the underlying vacant properties for an aggregate sales price of $ 16,000 , and incurred sales expenses of $ 661 . The properties’ carrying value, net of the fully amortized lease intangibles, was $ 41,085 , resulting in a $ 25,746 loss on sale of the properties. As the lease termination income was recognized separate from the sale of the underlying properties, the $ 35,000 cash receipt was not able to be factored into the properties' future undiscounted cash flows, and the properties were immediately deemed impaired. As such, the Company recognized the loss as an impairment charge in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss). The following summarizes the impact of the above transactions, together with the corresponding financial statement line item: (in thousands) Lease revenues, net Lease termination fee $ 35,000 Write-off of accrued rental income ( 1,496 ) Accelerated amortization of above-market and below-market lease intangibles 289 33,793 Depreciation and amortization Accelerated amortization of in-place lease intangible ( 4,046 ) Provision for impairment of investment in rental properties Loss on sale ( 25,746 ) Total impact to net income $ 4,001 The remaining impairments recognized during the three and nine months ended September 30, 2021 were immaterial. |
Lease Termination Fee Income | Lease Termination Fee Income The Company recognizes lease termination fee income when all conditions of the termination agreement have been met, and collection of the lease termination fee is probable. If the tenant immediately vacates the property upon satisfying the conditions of the termination agreement, the Company recognizes the lease termination fee income net of accrued rental income associated with the lease immediately, as other income from real estate transactions, a component of Lease revenues, net, in the Condensed Consolidated Statement of Income and Comprehensive Income (Loss). |
Restricted Cash | Restricted Cash Restricted cash includes escrow funds the Company maintains pursuant to the terms of certain mortgages, and lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and is reported within Prepaid expenses and other assets on the Condensed Consolidated Balance Sheets. Restricted cash consisted of the following: September 30, December 31, (in thousands) 2021 2020 Escrow funds and other $ 3,895 $ 7,852 Undistributed 1031 proceeds — 2,390 $ 3,895 $ 10,242 |
Rent Received in Advance | Rent Received in Advance Rent received in advance represents tenant payments received prior to the contractual due date, and is included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rent received in advance consisted of the following: (in thousands) September 30, December 31, Rent received in advance $ 14,516 $ 13,651 |
Provision for Uncollectible Rent | Provision for Uncollectible Rent In accordance with ASC 842, Leases , provisions for uncollectible rent are recorded as an offset to Lease revenues, net on the accompanying Consolidated Statements of Income and Comprehensive Income (Loss). The following table summarizes the changes in the provision for uncollectible rent: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Beginning balance $ 400 $ 2,222 $ 201 $ — Provision for uncollectible rent, net ( 150 ) ( 262 ) 49 1,961 Write-offs — ( 1,750 ) — ( 1,751 ) Ending balance $ 250 $ 210 $ 250 $ 210 |
Derivative Instruments | Derivative Instruments The Company uses interest rate swap agreements to manage risks related to interest rate movements. The interest rate swap agreements, designated and qualifying as cash flow hedges, are reported at fair value. The Company early adopted ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting and Hedging Activities , effective January 1, 2018 on a modified retrospective basis. ASU 2017-12 amended the designation and measurement guidance for qualifying hedging transactions and the presentation of hedge results in an entity’s financial statements. ASU 2017-12 removed the concept of separately measuring and reporting hedge ineffectiveness and requires a company to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. In accordance with ASU 2017-12, the gain or loss on the qualifying hedges is initially included as a component of other comprehensive income or loss and is subsequently reclassified into earnings when interest payments (the forecasted transactions) on the related debt are incurred and as the swap net settlements occur. When an existing cash flow hedge is terminated, the Company determines the accounting treatment for the accumulated gain or loss recognized in Accumulated other comprehensive loss based on the probability of the hedged forecasted transaction occurring within the period the cash flow hedge was anticipated to affect earnings. If the Company determines that the hedged forecasted transaction is probable of occurring during the original period, the accumulated gain or loss is reclassified into earnings over the remaining life of the cash flow hedge using a straight-line method. If the Company determines that the hedged forecasted transaction is not probable of occurring during the original period, the entire amount of accumulated gain or loss is reclassified into earnings at such time. The Company documents its risk management strategy and hedge effectiveness at the inception of, and during the term of, each hedge. The Company’s interest rate risk management strategy is intended to stabilize cash flow requirements by maintaining interest rate swap agreements to convert certain variable-rate debt to a fixed rate. |
Fair Value Measurements | Fair Value Measurements Recurring Fair Value Measurements Earnout Liability – In connection with the Internalization, the Company recognized an earnout liability that was due and payable to the former owners of BRE once certain milestones were achieved during specified periods of time following the closing of the Internalization (the “Earnout Periods”). Under the terms of the agreement, the milestones related to either (a) the 40-day dollar volume-weighted average price of a share of the Company’s common stock (“VWAP per REIT Share”), following the completion of an IPO of the Company’s common stock, or (b) the Company’s AFFO per share, prior to the completion of an IPO. The Company utilized third-party valuation experts to assist in estimating the fair value of the earnout liability, and developed estimates by considering weighted-average probabilities of likely outcomes, and using a Monte Carlo simulation and discounted cash flow analysis. These estimates required the Company to make various assumptions about share price volatility and, prior to the IPO, about the timing of an IPO and net asset prices, each of which are unobservable and considered Level 3 inputs in the fair value hierarchy. A change in these inputs to a different amount could have resulted in a significantly higher or lower fair value measurement at the reporting date. Specifically, advancements in the estimated IPO date assumption increased the earnout liability’s fair value given the earnout’s fixed time horizon. Peer share price volatilities were used to estimate the Company’s expected share price volatility, and the Company’s corresponding ability to achieve the earnout targets. Increases in the volatility assumption would increase the earnout liability’s fair value. Increases in net asset values would also increase the earnout liability’s fair value. The Company achieved all four VWAP milestones applicable to the earnout as of September 30, 2021, and therefore no remaining earnout liability was recorded at September 30, 2021. The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of September 30, 2020: Significant Unobservable Inputs Weighted Average Range Peer stock price volatility 40.0 % 26.11 % - 56.85 % The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of February 7, 2020, which was the date of the Internalization: Significant Unobservable Inputs Weighted Average Range Expected IPO date April 15, 2020 March 2020 through May 2020 Peer stock price volatility 20.0 % 16.22 % to 23.09 % Company's net asset value per diluted share $ 21.30 (a) (a) The Company’s net asset value per diluted share was primarily based on the fair value of its real estate investment portfolio, together with the fair value of its other assets and liabilities. The fair value of the Company's real estate investment portfolio as of the measurement date was determined using market capitalization rates that ranged between 6.05 % and 7.09 %. The following table presents a reconciliation of the change in the earnout liability: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Beginning balance $ 10,063 $ 37,975 $ 7,509 $ — Allocation of Internalization purchase price at — — — 40,119 Change in fair value subsequent to Internalization 1,059 (b) ( 6,362 ) 5,539 ( 8,506 ) Reclassification as a component of additional paid-in — ( 18,436 ) — ( 18,436 ) Payout of tranches earned ( 11,122 ) — ( 13,048 ) — Ending balance $ — $ 13,177 $ — $ 13,177 (b) The $ 1,059 change in fair value during the three months ended September 30, 2021, represented the difference between the actual cash payments subsequent to June 30, 2021, and the earnout liability's fair value at June 30, 2021. The balances of financial instruments measured at fair value on a recurring basis are as follows: September 30, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities ( 36,196 ) — ( 36,196 ) — December 31, 2020 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ ( 72,103 ) $ — $ ( 72,103 ) $ — Earnout liability ( 7,509 ) — — ( 7,509 ) Long-term Debt – The fair value of the Company’s debt was estimated using Level 1, Level 2, and Level 3 inputs based on recent secondary market trades of the Company's 2031 Senior Unsecured Public Notes (defined below), recent financing transactions, estimates of the fair value of the property that serves as collateral for such debt, historical risk premiums for loans of comparable quality, current London Interbank Offered Rate (“LIBOR”), U.S. Treasury obligation interest rates, and discounted estimated future cash payments to be made on such debt. The discount rates estimated reflect the Company’s judgment as to the approximate current lending rates for loans or groups of loans with similar maturities and assumes that the debt is outstanding through maturity. Market information, as available, or present value techniques were utilized to estimate the amounts required to be disclosed. Since such amounts are estimates that are based on limited available market information for similar transactions and do not acknowledge transfer or other repayment restrictions that may exist on specific loans, it is unlikely that the estimated fair value of any such debt could be realized by immediate settlement of the obligation. The following table summarizes the carrying amount reported on the Condensed Consolidated Balance Sheets and the Company’s estimate of the fair value of the Unsecured revolving credit facility, Mortgages, net, Unsecured term loans, net and Senior unsecured notes, net, which reflects the fair value of interest rate swaps: (in thousands) September 30, December 31, Carrying amount $ 1,597,868 $ 1,547,667 Fair value 1,710,238 1,679,188 Non-recurring Fair Value Measurements The Company’s non-recurring fair value measurements at September 30, 2021 and December 31, 2020 consisted of the fair value of impaired real estate assets that were determined using Level 3 inputs. |
Right-of-Use Assets and Lease Liabilities/Rental Expense | Right-of-Use Assets and Lease Liabilities The Company is a lessee under non-cancelable operating leases associated with its corporate headquarters and other office spaces as well as with leases of land (“ground leases”). The Company records right-of-use assets and lease liabilities associated with these leases. The lease liability is equal to the net present value of the future payments to be made under the lease, discounted using estimates based on observable market factors. The right-of-use asset is generally equal to the lease liability plus initial direct costs associated with the leases. The Company includes in the recognition of the right-of-use asset and lease liability those renewal periods that are reasonably certain to be exercised, based on the facts and circumstances that exist at lease inception. Amounts associated with percentage rent provisions are considered variable lease costs and are not included in the initial measurement of the right-of-use asset or lease liability. The Company has made an accounting policy election, applicable to all asset types, not to separate lease from nonlease components when allocating contract consideration related to operating leases. Right-of-use assets and lease liabilities associated with operating leases were included in the accompanying Condensed Consolidated Balance Sheets as follows: September 30, December 31, (in thousands) Financial Statement Presentation 2021 2020 Right-of-use assets Prepaid expenses and other assets $ 3,250 $ 3,075 Lease liabilities Accounts payable and other liabilities 2,714 2,659 |
Stock-Based Compensation | Stock-Based Compensation The Company has issued restricted stock awards (“RSAs”) and performance-based restricted stock units (“PRSUs”) under its 2020 Omnibus Equity and Incentive Plan (the “Equity Incentive Plan”). The Company accounts for stock-based incentives in accordance with ASC 718, Compensation – Stock Compensation , which requires that such compensation be recognized in the financial statements based on the award’s estimated grant date fair value. The value of such awards is recognized as compensation expense in General and administrative expenses in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) over the appropriate vesting period on a straight-line basis or at the cumulative amount vested at each balance sheet date, if greater. The Company records forfeitures during the period in which they occur by reversing all previously recorded stock compensation expense associated with the forfeited shares. Dividends declared on RSAs issued under the Equity Incentive Plan are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends related to forfeited RSAs will be reversed through compensation expense in the period the forfeiture occurs. Dividends accrued on the PRSUs are recorded as Cumulative distributions in excess of retained earnings on the Condensed Consolidated Balance Sheets. Accumulated dividends accrued related to forfeited PRSUs are reversed in the period the forfeiture occurs. |
Recently Adopted Accounting Standards and Other Recently Issued Accounting Standards | Recently Adopted Accounting Standards In January 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-01, Reference Rate Reform (Topic 848): Scope , which refines the scope of ASC 848, to include all derivative contracts subject to a transition for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest (PAI) as a result of reference rate reform (the “discounting transition”). ASU 2021-01 gives market participants the ability to apply certain aspects of the contract modification and hedge accounting expedients to derivative contracts affected by a discounting transition. ASU 2021-01 permits an entity to elect certain hedging relief if it has designated a derivative as a hedging instrument in a hedging relationship and the terms of the derivative have changed as a result of the discounting transition. The Company will apply the amendments in ASU 2021-01 related to contract modifications and hedging relationships prospectively. Other Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The guidance in ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in ASU 2020-06 also simplify the guidance in ASC Subtopic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity , by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The amendments in ASU 2020-06 are effective for the Company for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The guidance must be adopted as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this new guidance. |
Reclassifications | Reclassifications The Company reclassified $ 961,330 of Unsecured term notes, net at December 31, 2020 to Unsecured term loans, net at September 30, 2021 and $ 472,466 of Unsecured term notes, net at December 31, 2020 to Senior unsecured notes, net at September 30, 2021 on the Condensed Consolidated Balance Sheets, to conform with the current period presentation. The reclassifications are changes from one acceptable presentation to another acceptable presentation. |
Business Description (Tables)
Business Description (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Outstanding Equity and Economic Ownership Interest | The following table summarizes the outstanding equity and economic ownership interest of the Corporation and the OP: September 30, 2021 December 31, 2020 (in thousands) Shares of OP Units Total Diluted Shares of OP Units Total Diluted Ownership interest 161,255 10,370 171,625 145,609 11,399 157,008 Percent ownership of OP 94.0 % 6.0 % 100.0 % 92.7 % 7.3 % 100.0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Impairment Charges | The following table summarizes the Company's impairment charges, resulting primarily from changes in the Company's long-term hold strategy with respect to the individual properties: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2021 2020 2021 2020 Number of properties 4 3 5 6 Impairment charge $ 25,989 $ 14,732 $ 28,001 $ 17,399 |
Summary of Lease Revenue And Depreciation And Amortization | The following summarizes the impact of the above transactions, together with the corresponding financial statement line item: (in thousands) Lease revenues, net Lease termination fee $ 35,000 Write-off of accrued rental income ( 1,496 ) Accelerated amortization of above-market and below-market lease intangibles 289 33,793 Depreciation and amortization Accelerated amortization of in-place lease intangible ( 4,046 ) Provision for impairment of investment in rental properties Loss on sale ( 25,746 ) Total impact to net income $ 4,001 |
Summary of Restricted Cash | Restricted cash consisted of the following: September 30, December 31, (in thousands) 2021 2020 Escrow funds and other $ 3,895 $ 7,852 Undistributed 1031 proceeds — 2,390 $ 3,895 $ 10,242 |
Summary of Rents Received in Advance | Rent received in advance represents tenant payments received prior to the contractual due date, and is included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rent received in advance consisted of the following: (in thousands) September 30, December 31, Rent received in advance $ 14,516 $ 13,651 |
Summary of Changes in the Provision for Uncollectible Rent | The following table summarizes the changes in the provision for uncollectible rent: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Beginning balance $ 400 $ 2,222 $ 201 $ — Provision for uncollectible rent, net ( 150 ) ( 262 ) 49 1,961 Write-offs — ( 1,750 ) — ( 1,751 ) Ending balance $ 250 $ 210 $ 250 $ 210 |
Summary of Significant Unobservable Inputs Used to Estimate Fair Value of Earnout Liability | The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of September 30, 2020: Significant Unobservable Inputs Weighted Average Range Peer stock price volatility 40.0 % 26.11 % - 56.85 % The table below provides a summary of the significant unobservable inputs used to estimate the fair value of the earnout liability as of February 7, 2020, which was the date of the Internalization: Significant Unobservable Inputs Weighted Average Range Expected IPO date April 15, 2020 March 2020 through May 2020 Peer stock price volatility 20.0 % 16.22 % to 23.09 % Company's net asset value per diluted share $ 21.30 (a) (a) The Company’s net asset value per diluted share was primarily based on the fair value of its real estate investment portfolio, together with the fair value of its other assets and liabilities. The fair value of the Company's real estate investment portfolio as of the measurement date was determined using market capitalization rates that ranged between 6.05 % and 7.09 %. |
Summary of Reconciliation of Change in Earnout Liability | The following table presents a reconciliation of the change in the earnout liability: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Beginning balance $ 10,063 $ 37,975 $ 7,509 $ — Allocation of Internalization purchase price at — — — 40,119 Change in fair value subsequent to Internalization 1,059 (b) ( 6,362 ) 5,539 ( 8,506 ) Reclassification as a component of additional paid-in — ( 18,436 ) — ( 18,436 ) Payout of tranches earned ( 11,122 ) — ( 13,048 ) — Ending balance $ — $ 13,177 $ — $ 13,177 (b) The $ 1,059 change in fair value during the three months ended September 30, 2021, represented the difference between the actual cash payments subsequent to June 30, 2021, and the earnout liability's fair value at June 30, 2021. |
Balances of Financial Instruments Measured at Fair Value on Recurring Basis | The balances of financial instruments measured at fair value on a recurring basis are as follows: September 30, 2021 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities ( 36,196 ) — ( 36,196 ) — December 31, 2020 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, liabilities $ ( 72,103 ) $ — $ ( 72,103 ) $ — Earnout liability ( 7,509 ) — — ( 7,509 ) |
Summary of Carrying Amount Reported on Condensed Consolidated Balance Sheets | The following table summarizes the carrying amount reported on the Condensed Consolidated Balance Sheets and the Company’s estimate of the fair value of the Unsecured revolving credit facility, Mortgages, net, Unsecured term loans, net and Senior unsecured notes, net, which reflects the fair value of interest rate swaps: (in thousands) September 30, December 31, Carrying amount $ 1,597,868 $ 1,547,667 Fair value 1,710,238 1,679,188 |
Summary of Right-of-Use Assets And Lease Liabilities Associated With Operating Leases Included In Condensed Consolidated Balance Sheets | Right-of-use assets and lease liabilities associated with operating leases were included in the accompanying Condensed Consolidated Balance Sheets as follows: September 30, December 31, (in thousands) Financial Statement Presentation 2021 2020 Right-of-use assets Prepaid expenses and other assets $ 3,250 $ 3,075 Lease liabilities Accounts payable and other liabilities 2,714 2,659 |
Internalization (Tables)
Internalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Internalization [Abstract] | |
Summary of Earnout Tranches, Applicable VWAP of REIT Share and Applicable Earnout Periods | As of September 30, 2021, the Company achieved all four VWAP milestones, thereby triggering the payout of all earnout tranches. Below is a summary of the shares of common stock and OP Units issued, and cash paid for each earnout tranche: (in thousands, except per share amounts) Shares of 40-Day Common Stock OP Units VWAP of a Tranche Issued Issued Cash Paid REIT Share Achievement Date 1 145 248 $ 1,926 (a) $ 22.50 June 16, 2021 2 218 371 2,888 (a) 23.75 July 14, 2021 3 363 620 4,117 24.375 September 21, 2021 4 363 620 4,117 25.00 September 21, 2021 (a) Cash payments include amounts earned for dividends. |
Schedule of Pro Forma Financial Information | The condensed pro forma financial information is as follows: For the Three Months Ended For the Nine Months Ended (in thousands) September 30, 2020 September 30, 2020 Revenues $ 80,744 $ 239,346 Net income 11,640 42,982 |
Acquisitions of Rental Proper_2
Acquisitions of Rental Property (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions of Rental Property Closed | The Company closed on the following acquisitions during the nine months ended September 30, 2021: (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price February 5, 2021 Healthcare 1 $ 4,843 February 26, 2021 Restaurant (a) 181 March 11, 2021 Retail 13 26,834 March 30, 2021 Retail 11 41,324 March 31, 2021 Healthcare 3 14,140 June 4, 2021 Retail 2 19,420 June 9, 2021 Industrial 1 8,500 June 9, 2021 Industrial 11 106,578 June 25, 2021 Retail 8 12,131 June 28, 2021 Healthcare 4 15,300 June 30, 2021 Retail 1 1,279 June 30, 2021 Healthcare 7 30,750 July 2, 2021 Industrial (b) 4,500 July 21, 2021 Retail 1 5,565 July 29, 2021 Retail 3 4,586 July 29, 2021 Industrial 1 13,041 July 30, 2021 Industrial 2 11,011 August 23, 2021 Healthcare 1 60,000 September 8, 2021 Retail 2 8,901 September 17, 2021 Retail 1 1,722 September 24, 2021 Retail 1 2,456 September 24, 2021 Industrial 2 48,699 September 29, 2021 Industrial 1 10,600 September 30, 2021 Industrial 3 59,343 80 $ 511,704 (c) (a) Acquisition of additional land adjacent to an existing property . (b) Acquisition of land related to an existing property . (c) Acquisition price does not include capitalized acquisition costs of $ 4,432 . Subsequent to September 30, 2021, the Company closed on the following acquisitions (see Note 19): (in thousands, except number of properties) Number of Real Estate Date Property Type Properties Acquisition Price October 1, 2021 Healthcare 1 $ 3,306 October 22, 2021 Industrial 1 5,386 October 27, 2021 Retail 3 4,278 5 $ 12,970 |
Summary of Allocation of Purchase Price | The following table summarizes the purchase price allocation for completed real estate acquisitions: For the Nine Months Ended (in thousands) September 30, 2021 Land $ 72,829 Land improvements 22,103 Buildings and improvements 379,946 Acquired in-place leases (d) 40,865 Acquired above-market lease (e) 211 Right-of-use asset 663 Lease liability ( 481 ) $ 516,136 (d) The weighted average amortization period for acquired in-place leases is 17 year s . (e) The weighted average amortization period for acquired above-market leases is 10 years . |
Sale of Real Estate (Tables)
Sale of Real Estate (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Real Estate [Abstract] | |
Schedule of Sale of Real Estate | The Company closed on the following sales of real estate, none of which qualified as discontinued operations: For the Three Months Ended For the Nine Months Ended (in thousands, except number of properties) 2021 2020 2021 2020 Number of properties disposed 6 5 25 18 Aggregate sale price $ 26,567 $ 9,816 $ 71,905 $ 57,539 Aggregate carrying value ( 24,244 ) ( 8,327 ) ( 58,817 ) ( 45,085 ) Additional sales expenses ( 1,103 ) ( 429 ) ( 3,297 ) ( 2,729 ) Gain on sale of real estate $ 1,220 $ 1,060 $ 9,791 $ 9,725 |
Investment in Rental Property_2
Investment in Rental Property and Lease Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Rental Property Subject to Non-cancelable Operating Leases | Investment in Rental Property – Accounted for Using the Operating Method Rental property subject to non-cancelable operating leases with tenants was as follows: (in thousands) September 30, December 31, Land $ 616,917 $ 555,748 Land improvements 291,045 279,360 Buildings and improvements 3,161,728 2,857,510 Equipment 11,870 11,870 4,081,560 3,704,488 Less accumulated depreciation ( 407,354 ) ( 349,977 ) $ 3,674,206 $ 3,354,511 Depreciation expense on investment in rental property was as follows: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Depreciation $ 25,232 $ 23,317 $ 73,119 $ 70,392 |
Estimated Lease Payments to be Received under Non-cancelable Operating Leases | Estimated lease payments to be received under non-cancelable operating leases with tenants at September 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 80,375 2022 323,733 2023 327,663 2024 324,289 2025 317,470 Thereafter 2,467,607 $ 3,841,137 |
Net Investment in Direct Financing Leases | The Company’s net investment in direct financing leases was comprised of the following: (in thousands) September 30, December 31, Undiscounted estimated lease payments to be received $ 43,397 $ 45,782 Estimated unguaranteed residual values 15,203 15,203 Unearned revenue ( 29,605 ) ( 31,753 ) Reserve for credit losses ( 165 ) ( 166 ) Net investment in direct financing leases $ 28,830 $ 29,066 |
Direct Financing Leases, Lease Receivable Maturity | Undiscounted estimated lease payments to be received under non-cancelable direct financing leases with tenants at September 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 795 2022 3,241 2023 3,304 2024 3,361 2025 3,475 Thereafter 29,221 $ 43,397 |
Summary of Amounts Reported as Lease Revenues Net on the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) | The following table summarizes amounts reported as Lease revenues, net on the Condensed Consolidated Statements of Income and Comprehensive Income (Loss): For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Contractual rental amounts billed for operating leases $ 78,886 $ 69,270 $ 227,142 $ 209,440 Adjustment to recognize contractual operating lease billings on a 4,942 6,768 14,033 16,709 Variable rental amounts earned 130 234 335 308 Earned income from direct financing leases 726 757 2,184 2,599 Interest income from sales-type leases 14 — 43 — Operating expenses billed to tenants 4,414 3,389 12,998 11,456 Other income from real estate transactions (a) 33,515 64 33,548 795 Adjustment to revenue recognized for uncollectible rental 150 262 ( 49 ) ( 1,961 ) Total Lease revenues, net $ 122,777 $ 80,744 $ 290,234 $ 239,346 (a) Refer to the Company's policy footnote on Long-lived Asset Impairment in Note 2 for further discussion of lease termination income recognized through Other income from real estate transactions during the three and nine months ended September 30, 2021. |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following is a summary of intangible assets and liabilities and related accumulated amortization: (in thousands) September 30, December 31, Lease intangibles: Acquired above-market leases $ 49,195 $ 54,616 Less accumulated amortization ( 17,862 ) ( 18,928 ) Acquired above-market leases, net 31,333 35,688 Acquired in-place leases 370,685 340,958 Less accumulated amortization ( 100,972 ) ( 85,733 ) Acquired in-place leases, net 269,713 255,225 Total intangible lease assets, net $ 301,046 $ 290,913 Acquired below-market leases $ 105,334 $ 107,788 Less accumulated amortization ( 32,837 ) ( 28,135 ) Intangible lease liabilities, net $ 72,497 $ 79,653 Leasing fees $ 14,776 $ 15,462 Less accumulated amortization ( 4,985 ) ( 4,724 ) Leasing fees, net $ 9,791 $ 10,738 Amortization of intangible lease assets and liabilities was as follows: (in thousands) For the Three Months Ended For the Nine Months Ended Intangible Financial Statement Presentation 2021 2020 2021 2020 Acquired in-place leases and leasing fees Depreciation and amortization $ 11,424 $ 8,026 $ 25,429 $ 32,060 Above-market and below-market leases Lease revenues, net 944 ( 149 ) 2,362 ( 25 ) Estimated future amortization of intangible assets and liabilities at September 30, 2021 is as follows: (in thousands) Remainder of 2021 $ 6,482 2022 24,480 2023 24,168 2024 23,410 2025 22,113 Thereafter 137,687 $ 238,340 |
Unsecured Credit Agreements (Ta
Unsecured Credit Agreements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Summary of Debt Issuance Cost Amortization | The following table summarizes debt issuance cost and original issuance discount amortization: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Debt issuance costs and original issuance discount amortization $ 962 $ 819 $ 2,832 $ 2,528 |
Unsecured Debt | |
Debt Instrument [Line Items] | |
Summary of Unsecured Credit Agreements | The following table summarizes the Company’s unsecured credit agreements: Outstanding Balance (in thousands, except interest rates) September 30, December 31, Interest (b) (c) Maturity Unsecured revolving credit facility (a) $ — $ — (d) (e) Sep. 2023 Unsecured term loans (a) : 2022 Unsecured Term Loan 60,000 60,000 one-month LIBOR 1.00 % (f) Feb. 2022 2023 Unsecured Term Loan — 265,000 one-month LIBOR 1.10 % (g) Jan. 2023 2024 Unsecured Term Loan 190,000 190,000 one-month LIBOR 1.00 % (f) Jun. 2024 2026 Unsecured Term Loan 400,000 450,000 one-month LIBOR 1.00 % (h) Feb. 2026 Total unsecured term loans 650,000 965,000 Unamortized debt issuance costs, net ( 3,542 ) ( 3,670 ) Total unsecured term loans, net 646,458 961,330 Senior unsecured notes (a) : 2027 Senior Unsecured Notes - Series A 150,000 150,000 4.84 % Apr. 2027 2028 Senior Unsecured Notes - Series B 225,000 225,000 5.09 % Jul. 2028 2030 Senior Unsecured Notes - Series C 100,000 100,000 5.19 % Jul. 2030 2031 Senior Unsecured Public Notes 375,000 — 2.60 % Sep. 2031 Total senior unsecured notes 850,000 475,000 Unamortized debt issuance costs and ( 6,335 ) ( 2,534 ) Total senior unsecured notes, net 843,665 472,466 Total unsecured debt, net $ 1,490,123 $ 1,433,796 (a) The Company believes it was in compliance with all financial covenants for all periods presented. (b) At September 30, 2021 and December 31, 2020 , one-month LIBOR was 0.08 % and 0.14 %, respectively. At September 30, 2021 daily LIBOR was 0.07 %. (c) In January 2021, the Company received a credit rating of BBB, changing the applicable margin on variable rate unsecured debt effective February 1, 2021. (d) At September 30, 2021 , borrowings on the revolving credit facility were subject to interest at one-month LIBOR plus 1.00 % or daily LIBOR rates plus 1.00 %. (e) At December 31, 2020, interest rate was one-month LIBOR plus 1.20 %. (f) At December 31, 2020, interest rate was one-month LIBOR plus 1.25 %. (g) At December 31, 2020, interest rate was one-month LIBOR plus 1.35 %. (h) At December 31, 2020, interest rate was one-month LIBOR plus 1.85 %. |
Mortgages (Tables)
Mortgages (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Estimated Future Principal Payments | Estimated future principal payments to be made under the above mortgages and the Company’s unsecured credit agreements (see Note 9) at September 30, 2021 are as follows: (in thousands) Remainder of 2021 $ 707 2022 62,907 2023 7,582 2024 199,760 2025 20,195 Thereafter 1,306,717 $ 1,597,868 |
Secured Debt | |
Debt Instrument [Line Items] | |
Summary of Unsecured Credit Agreements | The Company’s mortgages consist of the following: Origination Maturity (in thousands, except interest rates) Date Date Interest September 30, December 31, Lender (Month/Year) (Month/Year) Rate 2021 2020 Wilmington Trust National Association Apr-19 Feb-28 4.92 % $ 47,064 $ 47,945 (a) (b) (c) (j) Wilmington Trust National Association Jun-18 Aug-25 4.36 % 19,657 19,947 (a) (b) (c) (i) PNC Bank Oct-16 Nov-26 3.62 % 17,196 17,498 (b) (c) T2 Durham I, LLC Jul-21 Jul-24 Greater of Prime + 1.25 % or 5.00 % 7,500 — (b) (k) Aegon Apr-12 Oct-23 6.38 % 6,451 7,039 (b) (f) Sun Life Mar-12 Oct-21 5.13 % — 10,469 (b) (e) M&T Bank Oct-17 Aug-21 one - month 3 % — 4,769 (b) (d) (g) Total mortgages 97,868 107,667 Debt issuance costs, net ( 338 ) ( 285 ) Mortgages, net $ 97,530 $ 107,382 (a) Non-recourse debt includes the indemnification/guaranty of the Corporation and/or OP pertaining to fraud, environmental claims, insolvency, and other matters. (b) Debt secured by related rental property and lease rents. (c) Debt secured by guaranty of the OP. (d) Debt secured by guaranty of the Corporation. (e) Mortgage was assumed in March 2012 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (f) Mortgage was assumed in April 2012 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. (g) The Company entered into an interest rate swap agreement in connection with the mortgage, as further described in Note 11. (h) Mortgage was assumed in October 2017 as part of an UPREIT transaction. The debt was recorded at fair value at the time of the assumption. (i) Mortgage was assumed in June 2018 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (j) Mortgage was assumed in April 2019 as part of the acquisition of the related property. The debt was recorded at fair value at the time of assumption. (k) Mortgage is subject to interest at a daily floating annual rate equal to the Prime Rate plus 1.25 %, but no less than 5.00 % per annum. At September 30, 2021, the interest rate was 5.00 % |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Company's Outstanding Interest-rate Swap Agreement | The following is a summary of the Company’s outstanding interest rate swap agreements: (in thousands, except interest rates) September 30, 2021 December 31, 2020 Counterparty Maturity Date Fixed Notional Fair Notional Fair Wells Fargo Bank, N.A. February 2021 2.39 % $ — $ — $ 35,000 $ ( 70 ) M&T Bank August 2021 1.02 % — — 4,768 ( 25 ) (a) Capital One, National Association December 2021 1.05 % — — (b) 15,000 ( 141 ) M&T Bank September 2022 2.83 % — — (b) 25,000 ( 1,139 ) Bank of America, N.A. November 2023 2.80 % — — (b) 25,000 ( 1,848 ) M&T Bank November 2023 2.65 % — — (b) 25,000 ( 1,785 ) Regions Bank December 2023 1.18 % — — (b) 25,000 ( 763 ) Truist Financial Corporation April 2024 1.99 % — — (b) 25,000 ( 1,487 ) Bank of Montreal July 2024 1.16 % — — (b) 40,000 ( 1,380 ) Wells Fargo Bank, N.A. October 2024 2.72 % 15,000 ( 964 ) 15,000 ( 1,422 ) Capital One, National Association December 2024 1.58 % 15,000 ( 463 ) 15,000 ( 799 ) Bank of Montreal January 2025 1.91 % 25,000 ( 1,044 ) 25,000 ( 1,725 ) Truist Financial Corporation April 2025 2.20 % 25,000 ( 1,324 ) 25,000 ( 2,084 ) Bank of Montreal July 2025 2.32 % 25,000 ( 1,478 ) 25,000 ( 2,351 ) Truist Financial Corporation July 2025 1.99 % 25,000 ( 1,174 ) 25,000 ( 1,941 ) Truist Financial Corporation December 2025 2.30 % 25,000 ( 1,546 ) 25,000 ( 2,481 ) Bank of Montreal January 2026 1.92 % 25,000 ( 1,156 ) 25,000 ( 2,039 ) Bank of Montreal January 2026 2.05 % 40,000 ( 2,062 ) 40,000 ( 3,523 ) Capital One, National Association January 2026 2.08 % 35,000 ( 1,842 ) 35,000 ( 3,078 ) Truist Financial Corporation January 2026 1.93 % 25,000 ( 1,164 ) 25,000 ( 2,019 ) Capital One, National Association April 2026 2.68 % 15,000 ( 1,204 ) 15,000 ( 1,843 ) Capital One, National Association July 2026 1.32 % 35,000 ( 682 ) 35,000 ( 1,806 ) Bank of Montreal December 2026 2.33 % 10,000 ( 692 ) 10,000 ( 1,156 ) Bank of Montreal December 2026 1.99 % 25,000 ( 1,300 ) 25,000 ( 2,372 ) Wells Fargo Bank, N.A. April 2027 2.72 % 25,000 ( 2,287 ) 25,000 ( 3,555 ) Bank of Montreal December 2027 2.37 % 25,000 ( 1,904 ) 25,000 ( 3,234 ) Capital One, National Association December 2027 2.37 % 25,000 ( 1,909 ) 25,000 ( 3,199 ) Wells Fargo Bank, N.A. January 2028 2.37 % 75,000 ( 5,743 ) 75,000 ( 9,650 ) Bank of Montreal May 2029 2.09 % 25,000 ( 1,557 ) 25,000 ( 2,994 ) Regions Bank May 2029 2.11 % 25,000 ( 1,599 ) 25,000 ( 3,004 ) Regions Bank June 2029 2.03 % 25,000 ( 1,459 ) 25,000 ( 2,843 ) U.S. Bank National Association June 2029 2.03 % 25,000 ( 1,456 ) 25,000 ( 2,902 ) U.S. Bank National Association August 2029 1.35 % 25,000 ( 187 ) 25,000 ( 1,445 ) $ 640,000 $ ( 36,196 ) $ 859,768 $ ( 72,103 ) (a) Interest rate swap was assumed in October 2017 as part of an UPREIT transaction. (b) Interest rate swap was terminated in September 2021 . |
Total Amounts Recognized and Location of Gain (Loss) in Condensed Consolidated Statement of Income and Comprehensive Income (Loss), from Converting from Variable Rates to Fixed Rates | The total amounts recognized, and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income (Loss), from converting from variable rates to fixed rates under these agreements were as follows: Reclassification from Total Interest Expense Amount of Gain Accumulated Other Presented in the Condensed Recognized in Comprehensive Loss Consolidated Statements of (in thousands) Accumulated Other Amount of Income and Comprehensive For the Three Months Ended September 30, Comprehensive Loss Location Loss Income (Loss) 2021 $ 4,559 Interest expense $ 4,085 $ 15,611 2020 4,352 Interest expense 4,166 18,511 Amount of Gain Reclassification from Total Interest Expense (Loss) Accumulated Other Presented in the Condensed Recognized in Comprehensive Loss Consolidated Statements of (in thousands) Accumulated Other Amount of Income and Comprehensive For the Nine Months Ended September 30, Comprehensive Loss Location Loss Income (Loss) 2021 $ 30,328 Interest expense $ 12,140 $ 47,149 2020 ( 59,766 ) Interest expense 8,467 59,015 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Schedule of OP Units Exchanged for Shares of Common Stock | The following table summarizes OP Units exchanged for shares of common stock: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 OP Units exchanged for shares of common stock 1,723 — 2,888 — Value of units exchanged $ 27,755 $ — $ 46,220 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restricted Stock Awards | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock | The following table presents information about the Company’s RSAs: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Compensation cost $ 701 $ 796 $ 3,124 $ 796 Dividends declared on unvested RSAs 95 46 296 46 Grant date fair value of shares vested during the period — — 3,296 — (in thousands, except recognition period) September 30, 2021 December 31, 2020 Unamortized value of RSAs $ 5,508 $ 5,001 Weighted average amortization period (in years) 2.6 2.8 |
Summary of Restricted Stock Activity | The following table presents information about the Company’s RSA activity: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 378 $ 19.60 341 $ 20.50 Granted 1 26.02 202 18.68 Vested — — ( 164 ) 20.15 Forfeited ( 5 ) 19.72 ( 5 ) 19.72 Unvested at end of period 374 $ 19.61 374 $ 19.61 |
Performance-based Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock | The following table presents information about the Company’s PRSUs: For the Three Months Ended For the Nine Months Ended (in thousands, except recognition period) September 30, 2021 September 30, 2021 Compensation cost $ 223 $ 520 September 30, 2021 Unamortized value of PRSUs $ 2,154 Weighted average amortization period (in years) 2.4 |
Summary of Restricted Stock Activity | The following table presents information about the Company’s PRSU activity: For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2021 (in thousands, except per share amounts) Number of Shares Weighted Average Number of Shares Weighted Average Unvested at beginning of period 110 $ 24.40 — $ — Granted — — 132 24.40 Vested — — — — Forfeited — — ( 22 ) 24.40 Unvested at end of period 110 $ 24.40 110 $ 24.40 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Components used in Calculation of Basic and Diluted Earnings per Share | The following table summarizes the components used in the calculation of basic and diluted earnings per share (“EPS”): For the Three Months Ended For the Nine Months Ended (in thousands, except per share amounts) 2021 2020 2021 2020 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. common $ 28,698 $ 8,750 $ 72,135 $ 34,919 Less earnings allocated to unvested restricted shares ( 95 ) ( 46 ) ( 296 ) ( 46 ) Net earnings used to compute basic earnings per common share $ 28,603 $ 8,704 $ 71,839 $ 34,873 Diluted earnings: Net earnings used to compute basic earnings per share $ 28,603 $ 8,704 $ 71,839 $ 34,873 Net earnings attributable to non-controlling interests 1,824 961 5,167 3,738 Net earnings used to compute diluted earnings per common share $ 30,427 $ 9,665 $ 77,006 $ 38,611 Weighted average number of common shares outstanding 159,604 111,371 150,593 108,300 Less weighted average unvested restricted shares (a) ( 378 ) ( 216 ) ( 366 ) ( 72 ) Weighted average number of common shares outstanding used in 159,226 111,155 150,227 108,228 Effects of restricted stock units (b) 219 — 172 — Effects of convertible membership units (c) 10,142 12,226 10,874 11,519 Weighted average number of common shares outstanding used in 169,587 123,381 161,273 119,747 Basic earnings per share $ 0.18 $ 0.08 $ 0.48 $ 0.32 Diluted earnings per share $ 0.18 $ 0.08 $ 0.48 $ 0.32 (a) Represents the weighted average effects of 374 and 341 unvested restricted shares of common stock as of September 30, 2021 and 2020, respectively, which will be excluded from the computation of earnings per share until they vest. The shares of restricted common stock were not included in the calculation of diluted earnings per share, as the effect of doing so would have been anti-dilutive. (b) Represents the weighted average effects of shares of common stock to be issued as though the end of the period were the end of the performance period (see Note 15). (c) Represents the weighted average effects of 10,370 and 12,226 OP Units outstanding at September 30, 2021 and 2020 , respectively. OP Units are included in the diluted earnings per share calculation. However, because such OP Units would also require that the share of the net income attributable to such OP units also be added back to net income, there is no effect to EPS. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Tenant Improvement Allowances Included in Accounts Payable and Other Liabilities | The Company has a commitment to fund a building expansion expected to be completed in 2022, totaling $ 17,388 as of September 30, 2021, in exchange for an increase in rent contractually scheduled to commence in August 2022. |
Summary of Total Lease Costs Associated with Operating Leases | The following table summarizes the total lease costs associated with operating leases: For the Three Months Ended For the Nine Months Ended (in thousands) Financial Statement Presentation 2021 2020 2021 2020 Operating lease costs Office leases General and administrative $ 158 $ 155 $ 473 $ 362 Ground leases Property and operating expense 39 33 106 100 Variable lease costs Ground leases Property and operating expense 14 13 42 43 Total lease costs $ 211 $ 201 $ 621 $ 505 |
Summary of Payments Associated with Obligations Under Operating Leases | The following table summarizes payments associated with obligations under operating leases, reported as Net cash provided by operating activities on the accompanying Condensed Consolidated Statements of Cash Flows: For the Three Months Ended For the Nine Months Ended (in thousands) 2021 2020 2021 2020 Operating lease payments $ 191 $ 179 $ 618 $ 490 |
Summary of Estimated Future Lease Payments Required Under Non-cancelable Operating Leases as well as Reconciliation to Lease Liabilities | Estimated future lease payments required under non-cancelable operating leases at September 30, 2021, and a reconciliation to the lease liabilities, is as follows: (in thousands) Remainder of 2021 $ 186 2022 723 2023 539 2024 153 2025 155 Thereafter 3,777 Total undiscounted cash flows 5,533 Less imputed interest ( 2,819 ) Lease liabilities $ 2,714 |
Business Description - Addition
Business Description - Additional Information (Detail) | Sep. 21, 2020$ / sharesshares | Sep. 18, 2020$ / sharesshares | Feb. 07, 2020USD ($) | Sep. 30, 2021USD ($)StateProperty$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020shares | Mar. 31, 2020shares | Sep. 30, 2021USD ($)StateProperty$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020$ / sharesshares |
Business Description [Line Items] | ||||||||||||
Date of incorporation | Oct. 18, 2007 | |||||||||||
Number of leased commercial properties owned | Property | 696 | 696 | ||||||||||
Internalization fees | $ | $ 1,929,000 | $ 3,523,000 | ||||||||||
Common stock, shares outstanding | 26,944,000 | 161,255,000 | 161,255,000 | 108,609,000 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.00025 | $ 0.00025 | $ 0.00025 | ||||||||
Issuance of shares of common stock, shares | 1,089 | |||||||||||
IPO | ||||||||||||
Business Description [Line Items] | ||||||||||||
Common stock, par value | $ / shares | $ 0.00025 | |||||||||||
Issuance of shares of common stock, shares | 37,000,000 | |||||||||||
Offering price | $ / shares | $ 17 | |||||||||||
Common Stock | ||||||||||||
Business Description [Line Items] | ||||||||||||
Stock split | 4 | |||||||||||
Issuance of shares of common stock, shares | 957,000 | 11,659,000 | 211,000 | 341,000 | 11,000 | 293,000 | ||||||
Property Management Agreement and Asset Management Agreement | Merger Agreement | ||||||||||||
Business Description [Line Items] | ||||||||||||
Internalization fees | $ | $ 0 | |||||||||||
U.S. | ||||||||||||
Business Description [Line Items] | ||||||||||||
Number of leased commercial properties owned | Property | 695 | 695 | ||||||||||
Number of States in which properties located | State | 42 | 42 | ||||||||||
British Columbia, Canada | ||||||||||||
Business Description [Line Items] | ||||||||||||
Number of leased commercial properties owned | Property | 1 | 1 |
Business Description - Summary
Business Description - Summary of Outstanding Equity and Economic Ownership Interest (Detail) - shares shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Broadstone Net Lease, LLC | ||
Business Description [Line Items] | ||
Percent ownership of OP, Shares of Common Stock | 94.00% | 92.70% |
Percent ownership of OP, OP Units | 6.00% | 7.30% |
Percent ownership of OP, Total Diluted Shares | 100.00% | 100.00% |
Ownership Interest | ||
Business Description [Line Items] | ||
Shares of Common Stock | 161,255 | 145,609 |
OP Units | 10,370 | 11,399 |
Total Diluted Shares | 171,625 | 157,008 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Additional impairment charges | $ 0 | ||||||||
Amortization expense | $ 3,757 | $ 2,459 | 3,757 | $ 14,517 | |||||
Depreciation and amortization | 36,682 | 31,363 | 98,620 | 102,503 | |||||
Aggregate sale price | 26,567 | 9,816 | 71,905 | 57,539 | |||||
Carrying value, net of amortized lease intangibles | 24,244 | 8,327 | (58,817) | 45,085 | |||||
Loss on sale of properties | 1,220 | 1,060 | 9,791 | 9,725 | |||||
Earnout liability | $ 0 | 0 | 13,177 | 0 | 13,177 | $ 10,063 | $ 7,509 | $ 37,975 | $ 0 |
Long-term Debt | 1,597,868 | 1,597,868 | 1,597,868 | ||||||
Unsecured Debt | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Long-term Debt | 1,490,123 | 1,490,123 | 1,490,123 | 1,433,796 | |||||
Lease Termination Impact | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Lease termination fee | 35,000 | 35,000 | |||||||
Lease Termination Income | 35,000 | ||||||||
Accrued rental income | 1,496 | ||||||||
Depreciation and amortization | 4,047 | ||||||||
Aggregate sale price | 16,000 | ||||||||
Carrying value, net of amortized lease intangibles | 41,085 | ||||||||
Loss on sale of properties | 25,746 | (25,746) | |||||||
Selling Expense | 661 | ||||||||
Proceeds from sale of property | 16,000 | ||||||||
Term Loan [Member] | Unsecured Debt | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Long-term Debt | 646,458 | 646,458 | 646,458 | 961,330 | |||||
Senior Notes [Member] | Unsecured Debt | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Long-term Debt | $ 843,665 | 843,665 | 843,665 | $ 472,466 | |||||
Above And Below Market Leases [Member] | Lease Revenues Net [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense | 944 | (149) | 2,362 | 25 | |||||
Above And Below Market Leases [Member] | Lease Revenues Net [Member] | Lease Termination Impact | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense | 289 | ||||||||
Leases, Acquired-in-Place [Member] | Depreciation And Amortization [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense | $ 11,424 | $ 8,026 | 25,429 | $ 32,060 | |||||
Leases, Acquired-in-Place [Member] | Depreciation And Amortization [Member] | Lease Termination Impact | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Amortization expense | $ (4,046) |
Significant Accounting Policies
Significant Accounting Policies - Summary of Impairment Charges (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)Property | Sep. 30, 2020USD ($)Property | Sep. 30, 2021USD ($)Property | Sep. 30, 2020USD ($)Property | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Number of properties | Property | 4 | 3 | 5 | 6 |
Impairment charge | $ | $ 25,989 | $ 14,732 | $ 28,001 | $ 17,399 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Impact of Simultaneous Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 3,757 | $ 2,459 | $ 3,757 | $ 14,517 |
Total Lease revenues, net | 122,777 | 80,744 | 290,234 | 239,346 |
Loss on sale of properties | 1,220 | 1,060 | 9,791 | 9,725 |
Lease Termination Impact | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Lease termination fee | 35,000 | 35,000 | ||
Write-off of accrued rental income | 1,496 | |||
Total Lease revenues, net | 33,793 | |||
Loss on sale of properties | 25,746 | (25,746) | ||
Increase to net income | 4,001 | |||
Above and Below Market Leases | Lease Revenues, Net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 944 | (149) | 2,362 | 25 |
Above and Below Market Leases | Lease Termination Impact | Lease Revenues, Net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | 289 | |||
Acquired In-Place Leases | Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 11,424 | $ 8,026 | 25,429 | $ 32,060 |
Acquired In-Place Leases | Lease Termination Impact | Depreciation and Amortization | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ (4,046) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Components of Restricted Cash (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Escrow funds and other | $ 3,895 | $ 7,852 | ||
Undistributed 1031 proceeds | 2,390 | |||
Restricted cash | $ 3,895 | $ 10,242 | $ 7,200 | $ 7,856 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Rents Received in Advance (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Rent received in advance | $ 14,516 | $ 13,651 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Changes in the Provision for Uncollectible Rent (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | ||||
Beginning balance | $ 400 | $ 2,222 | $ 201 | $ 0 |
Provision for uncollectible rent, net | (150) | (262) | 49 | 1,961 |
Write-offs | (1,750) | (1,751) | ||
Ending balance | $ 250 | $ 210 | $ 250 | $ 210 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Significant Unobservable Inputs Used to Estimate Fair Value of Earnout Liability (Detail) - Fair Value Inputs Level3 [Member] | Feb. 07, 2020$ / shares | Sep. 30, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Expected IPO date | Apr. 15, 2020 | |
Range, Expected IPO date | March 2020 through May 2020 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Company's net asset value per diluted share | $ 21.30 | |
Weighted Average [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Peer stock price volatility | 20 | 40 |
Minimum | Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Peer stock price volatility | 16.22 | 26.11 |
Maximum | Measurement Input, Price Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Weighted Average Assumption Used, Peer stock price volatility | 23.09 | 56.85 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Significant Unobservable Inputs Used to Estimate Fair Value of Earnout Liability (Detail) (Parenthetical) - Measurement Input, Price Volatility [Member] - Fair Value Inputs Level3 [Member] | Feb. 07, 2020 |
Minimum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Market capitalization rate | 6.05% |
Maximum | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Market capitalization rate | 7.09% |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary of Reconciliation of Change in Earnout Liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Fair Value Disclosures [Abstract] | |||||
Beginning balance | $ 10,063 | $ 37,975 | $ 7,509 | $ 0 | |
Allocation of Internalization purchase price at February 7, 2020 | 40,119 | ||||
Change in fair value subsequent to Internalization | 1,059 | [1] | (6,362) | 5,539 | (8,506) |
Reclassification as a component of additional paid-in capital and non-controlling interests | (18,436) | (18,436) | |||
Payout of tranches earned | (11,122) | (13,048) | |||
Ending balance | $ 0 | $ 13,177 | $ 0 | $ 13,177 | |
[1] | The $ 1,059 change in fair value during the three months ended September 30, 2021, represented the difference between the actual cash payments subsequent to June 30, 2021, and the earnout liability's fair value at June 30, 2021. |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Summary of Reconciliation of Change in Earnout Liability (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Fair Value Disclosures [Abstract] | |||||
Change In Fair Value Of Earnout Liability | $ 1,059 | [1] | $ (6,362) | $ 5,539 | $ (8,506) |
[1] | The $ 1,059 change in fair value during the three months ended September 30, 2021, represented the difference between the actual cash payments subsequent to June 30, 2021, and the earnout liability's fair value at June 30, 2021. |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Balances of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Interest rate swap, liabilities | $ (36,196) | $ (72,103) | ||||
Earnout liability | 0 | $ (10,063) | (7,509) | $ (13,177) | $ (37,975) | $ 0 |
Fair Value, Measurements, Recurring | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Interest rate swap, liabilities | (36,196) | (72,103) | ||||
Earnout liability | (7,509) | |||||
Fair Value, Measurements, Recurring | Level 2 | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Interest rate swap, liabilities | $ (36,196) | |||||
Fair Value, Measurements, Recurring | Fair Value Inputs Level3 [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Earnout liability | $ (7,509) |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Summary of Carrying Amount Reported on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Abstract] | ||
Total unsecured debt | $ 1,597,868 | $ 1,547,667 |
Fair value | $ 1,710,238 | $ 1,679,188 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Summary of Right-of-Use Assets And Lease Liabilities Associated With Operating Leases Included In Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Right-of-use assets | $ 3,250 | $ 3,075 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember | us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember |
Lease liabilities | $ 2,714 | $ 2,659 |
Operating Lease, Liability, Statement of Financial Position [Extensible List] | Accounts Payable and Other Liabilities | Accounts Payable and Other Liabilities |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Issuance of shares of common stock, shares | 1,089 | |||
OP Units | 1,859,000 | 1,859,000 | ||
Issuance of shares common stock upon conversion of OP units | 1,723,000 | 1,127,000 | 38,000 | 2,888 |
Conversion of OP Units to shares of common stock | $ 0 | $ 46,220 | ||
Number of OP units exchanged | 1,723,000 | 1,127,000 | 38,000 | 2,888 |
Payment of cash at earnout milestone | $ 13,048 | |||
Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Issuance of shares common stock upon conversion of OP units | 1,029 | 2,049 | ||
Conversion of OP Units to shares of common stock | $ 16,586 | $ 32,761 | ||
Number of OP units exchanged | 1,029 | 2,049 |
Internalization - Additional In
Internalization - Additional Information (Detail) | Feb. 07, 2020USD ($)Tranche | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) |
Internalization [Line Items] | ||||
Payment of cash at earnout milestone | $ 13,048,000 | |||
Merger Agreement | ||||
Internalization [Line Items] | ||||
Number of tranches | Tranche | 4 | |||
VWAP per REIT Share Days | 40 days | |||
Merger Agreement | Maximum | ||||
Internalization [Line Items] | ||||
Additional consideration payable | $ 75,000 | |||
Merger Agreement | Tranche One | ||||
Internalization [Line Items] | ||||
Additional consideration payable | 10,000,000 | |||
40-Day VWAP of a REIT Share | $ / shares | $ 22.50 | |||
Merger Agreement | Tranche Two | ||||
Internalization [Line Items] | ||||
Additional consideration payable | 15,000,000 | |||
40-Day VWAP of a REIT Share | $ / shares | 23.75 | |||
Merger Agreement | Tranche Three | ||||
Internalization [Line Items] | ||||
Additional consideration payable | 25,000,000 | |||
40-Day VWAP of a REIT Share | $ / shares | 24.375 | |||
Merger Agreement | Tranche Four | ||||
Internalization [Line Items] | ||||
Additional consideration payable | $ 25,000,000 | |||
40-Day VWAP of a REIT Share | $ / shares | $ 25 | |||
Elimination of Internalization Expenses and Asset Management, Property Management, and Disposition Fees and Adjustments to Reflect Incremental Interest Expense | Internalization Expenses | ||||
Internalization [Line Items] | ||||
Business combination pro forma adjustments income | $ 1,929,000 | $ 8,068,000 |
Internalization - Summary of Ea
Internalization - Summary of Earnout Tranches, Applicable VWAP of REIT Share and Applicable Earnout Period (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Internalization [Line Items] | ||
Shares of Common stock issued | 161,255,000 | 108,609,000 |
Merger Agreement | Tranche One | ||
Internalization [Line Items] | ||
Shares of Common stock issued | 145,000 | |
Op Units Issued | 248,000 | |
Cash Paid | $ 1,926 | |
40-Day VWAP of a REIT Share | $ 22.50 | |
Achievement Date | Jun. 16, 2021 | |
Merger Agreement | Tranche Two | ||
Internalization [Line Items] | ||
Shares of Common stock issued | 218,000 | |
Op Units Issued | 371,000 | |
Cash Paid | $ 2,888 | |
40-Day VWAP of a REIT Share | $ 23.75 | |
Achievement Date | Jul. 14, 2021 | |
Merger Agreement | Tranche Three | ||
Internalization [Line Items] | ||
Shares of Common stock issued | 363,000 | |
Op Units Issued | 620,000 | |
Cash Paid | $ 4,117 | |
40-Day VWAP of a REIT Share | $ 24.375 | |
Achievement Date | Sep. 21, 2021 | |
Merger Agreement | Tranche Four | ||
Internalization [Line Items] | ||
Shares of Common stock issued | 363,000 | |
Op Units Issued | 620,000 | |
Cash Paid | $ 4,117 | |
40-Day VWAP of a REIT Share | $ 25 | |
Achievement Date | Sep. 21, 2021 |
Internalization - Schedule of P
Internalization - Schedule of Pro Forma Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Business Acquisition, Pro Forma Information [Abstract] | ||
Revenues | $ 80,744 | $ 239,346 |
Net income | $ 11,640 | $ 42,982 |
Acquisitions of Rental Proper_3
Acquisitions of Rental Property - Acquisitions of Rental Property Closed - (Detail) $ in Thousands | Oct. 27, 2021USD ($)Property | Oct. 22, 2021USD ($)Property | Oct. 01, 2021USD ($)Property | Sep. 30, 2021USD ($)Property | Sep. 29, 2021USD ($)Property | Sep. 24, 2021USD ($)Property | Sep. 17, 2021USD ($)Property | Sep. 08, 2021USD ($)Property | Aug. 23, 2021USD ($)Property | Jul. 30, 2021USD ($)Property | Jul. 29, 2021USD ($)Property | Jul. 21, 2021USD ($)Property | Jul. 02, 2021USD ($) | Jun. 30, 2021USD ($)Property | Jun. 28, 2021USD ($)Property | Jun. 25, 2021USD ($)Property | Jun. 09, 2021USD ($)Property | Jun. 04, 2021USD ($)Property | Mar. 31, 2021USD ($)Property | Mar. 30, 2021USD ($)Property | Mar. 11, 2021USD ($)Property | Feb. 26, 2021USD ($) | Feb. 05, 2021USD ($)Property | Oct. 31, 2021USD ($)Property | Sep. 30, 2021USD ($)Property | Sep. 30, 2020Property | ||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | [1] | Industrial | ||||||||||||||||||||||||||
Number of Properties | Property | 80 | 80 | 0 | |||||||||||||||||||||||||
Real Estate Acquisition Price | $ 511,704 | |||||||||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Number of Properties | Property | 5 | |||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 12,970 | |||||||||||||||||||||||||||
Healthcare | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Healthcare | Healthcare | Healthcare | Healthcare | Healthcare | |||||||||||||||||||||||
Number of Properties | Property | 1 | 7 | 4 | 3 | 1 | |||||||||||||||||||||||
Real Estate Acquisition Price | $ 60,000 | $ 30,750 | $ 15,300 | $ 14,140 | $ 4,843 | |||||||||||||||||||||||
Healthcare | Subsequent Event | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Healthcare | |||||||||||||||||||||||||||
Number of Properties | Property | 1 | |||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 3,306 | |||||||||||||||||||||||||||
Restaurant | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | [2] | Restaurant | ||||||||||||||||||||||||||
Real Estate Acquisition Price | [2] | $ 181 | ||||||||||||||||||||||||||
Retail | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | Retail | ||||||||||||||||||
Number of Properties | Property | 1 | 1 | 2 | 3 | 1 | 1 | 8 | 2 | 11 | 13 | ||||||||||||||||||
Real Estate Acquisition Price | $ 2,456 | $ 1,722 | $ 8,901 | $ 4,586 | $ 5,565 | $ 1,279 | $ 12,131 | $ 19,420 | $ 41,324 | $ 26,834 | ||||||||||||||||||
Retail | Subsequent Event | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Retail | |||||||||||||||||||||||||||
Number of Properties | Property | 3 | |||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 4,278 | |||||||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Industrial | Industrial | Industrial | Industrial | ||||||||||||||||||||||||
Number of Properties | Property | 3 | 2 | 2 | 11 | 3 | |||||||||||||||||||||||
Real Estate Acquisition Price | $ 59,343 | $ 48,699 | $ 11,011 | $ 4,500 | [1] | $ 106,578 | ||||||||||||||||||||||
Industrial | Subsequent Event | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Industrial | |||||||||||||||||||||||||||
Number of Properties | Property | 1 | |||||||||||||||||||||||||||
Real Estate Acquisition Price | $ 5,386 | |||||||||||||||||||||||||||
Industrial | ||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||
Property Type | Industrial | Industrial | Industrial | |||||||||||||||||||||||||
Number of Properties | Property | 1 | 1 | 1 | |||||||||||||||||||||||||
Real Estate Acquisition Price | $ 10,600 | $ 13,041 | $ 8,500 | |||||||||||||||||||||||||
[1] | Acquisition of land related to an existing property | |||||||||||||||||||||||||||
[2] | Acquisition of additional land adjacent to an existing property |
Acquisitions of Rental Proper_4
Acquisitions of Rental Property - Acquisitions of Rental Property Closed (Parenthetical) - (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Business Combinations [Abstract] | |
Acquisition costs capitalized | $ 4,432 |
Acquisitions of Rental Proper_5
Acquisitions of Rental Property - Additional Information - (Detail) - Property | Sep. 30, 2021 | Sep. 30, 2020 |
Business Combinations [Abstract] | ||
Number of rental properties acquired | 80 | 0 |
Acquisitions of Rental Proper_6
Acquisitions of Rental Property - Purchase Price Allocation for Real Estate Acquisitions (Detail) $ in Thousands | Sep. 30, 2021USD ($) | |
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, assets | $ 516,136 | |
Land | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 72,829 | |
Land Improvements | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 22,103 | |
Buildings and Improvements | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 379,946 | |
Acquired In-Place Leases | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 40,865 | [1] |
Acquired Above-Market Lease | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 211 | [2] |
Right-of-use asset | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 663 | |
Lease liability | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | $ 481 | |
[1] | The weighted average amortization period for acquired in-place leases is 17 year s | |
[2] | The weighted average amortization period for acquired above-market leases is 10 years |
Acquisitions of Rental Proper_7
Acquisitions of Rental Property - Purchase Price Allocation for Real Estate Acquisitions (Parenthetical) - (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Acquired In-Place Leases | |
Business Acquisition [Line Items] | |
Weighted average amortization period | 17 years |
Acquired Above-Market Lease | |
Business Acquisition [Line Items] | |
Weighted average amortization period | 10 years |
Sale of Real Estate - Schedule
Sale of Real Estate - Schedule of Sale of Real Estate (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($)Property | Sep. 30, 2020USD ($)Property | Sep. 30, 2021USD ($)Property | Sep. 30, 2020USD ($)Property | |
Real Estate [Line Items] | ||||
Number of properties disposed | Property | 6 | 5 | 25 | 18 |
Aggregate sale price | $ 26,567 | $ 9,816 | $ 71,905 | $ 57,539 |
Aggregate carrying value | (24,244) | (8,327) | 58,817 | (45,085) |
Gain on sale of real estate | 1,220 | 1,060 | 9,791 | 9,725 |
Real Estate | ||||
Real Estate [Line Items] | ||||
Additional sales expenses | (1,103) | (429) | (3,297) | (2,729) |
Gain on sale of real estate | $ 1,220 | $ 1,060 | $ 9,791 | $ 9,725 |
Investment in Rental Property_3
Investment in Rental Property and Lease Arrangements - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021Property1PropertyNumberProperty | |
Lessor Lease Description [Line Items] | |
Number of real estate properties under operating leases | PropertyNumber | 681 |
Number of real estate properties under direct financing leases | 10 |
Number of real estate properties under sales-type leases | Property | 1 |
Number of real estate properties under direct financing leases that include land option | 3 |
Lessee, operating lease, existence of option to extend | true |
Lessee, finance lease, existence of option to extend | true |
Minimum | |
Lessor Lease Description [Line Items] | |
Lessor operating lease, initial terms | 10 years |
Lessor direct financing leases, initial terms | 10 years |
Maximum | |
Lessor Lease Description [Line Items] | |
Lessor operating lease, initial terms | 20 years |
Lessor direct financing leases, initial terms | 20 years |
Investment in Rental Property_4
Investment in Rental Property and Lease Arrangements - Rental Property Subject to Non-cancelable Operating Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | $ 4,081,560 | $ 3,704,488 |
Less accumulated depreciation | (407,354) | (349,977) |
Rental property subject to non-cancelable operating leases, net | 3,674,206 | 3,354,511 |
Land | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 616,917 | 555,748 |
Land Improvements | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 291,045 | 279,360 |
Buildings and Improvements | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 3,161,728 | 2,857,510 |
Equipment | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | $ 11,870 | $ 11,870 |
Investment in Rental Property_5
Investment in Rental Property and Lease Arrangements - Summary of Depreciation Expense on Investment in Rental Property (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Depreciation | $ 25,232 | $ 23,317 | $ 73,119 | $ 70,392 |
Investment in Rental Property_6
Investment in Rental Property and Lease Arrangements - Estimated Lease Payments to be Received under Non-cancelable Operating Leases (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 80,375 |
2022 | 323,733 |
2023 | 327,663 |
2024 | 324,289 |
2025 | 317,470 |
Thereafter | 2,467,607 |
Estimated lease payments to be received under non-cancelable operating leases | $ 3,841,137 |
Investment in Rental Property_7
Investment in Rental Property and Lease Arrangements - Net Investment in Direct Financing Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Undiscounted estimated lease payments to be received | $ 43,397 | $ 45,782 |
Estimated unguaranteed residual values | 15,203 | 15,203 |
Unearned revenue | (29,605) | (31,753) |
Reserve for credit losses | 165 | (166) |
Net investment in direct financing leases | $ 28,830 | $ 29,066 |
Investment in Rental Property_8
Investment in Rental Property and Lease Arrangements - Undiscounted Estimated Lease Payments to be Received under Non-cancelable Direct Financing Leases (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Capital Leases, Future Minimum Payments Receivable, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 795 |
2022 | 3,241 |
2023 | 3,304 |
2024 | 3,361 |
2025 | 3,475 |
Thereafter | 29,221 |
Undiscounted estimated lease payments to be received under non-cancelable direct financing leases | $ 43,397 |
Investment in Rental Property_9
Investment in Rental Property and Lease Arrangements - Summary of Amounts Reported as Lease Revenues Net on the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Contractual rental amounts billed for operating leases | $ 78,886 | $ 69,270 | $ 227,142 | $ 209,440 |
Adjustment to recognize contractual operating lease billings on a straight-line basis | 4,942 | 6,768 | 14,033 | 16,709 |
Variable rental amounts earned | 130 | 234 | 335 | 308 |
Earned income from direct financing leases | 726 | 757 | 2,184 | 2,599 |
Interest income from sales-type leases | 14 | 0 | 43 | 0 |
Operating expenses billed to tenants | 4,414 | 3,389 | 12,998 | 11,456 |
Other income from real estate transactions | 33,515 | 64 | 33,548 | 795 |
Adjustment to revenue recognized for uncollectible rental amounts billed, net | 150 | 262 | (49) | (1,961) |
Total Lease revenues, net | $ 122,777 | $ 80,744 | $ 290,234 | $ 239,346 |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities - Schedule of Intangible Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Lease intangibles: | ||
Intangible lease assets, net | $ 301,046 | $ 290,913 |
Acquired below-market leases | 105,334 | 107,788 |
Less accumulated amortization | (32,837) | (28,135) |
Intangible lease liabilities, net | 72,497 | 79,653 |
Leasing fees | 14,776 | 15,462 |
Less accumulated amortization | (4,985) | (4,724) |
Leasing fees, net | 9,791 | 10,738 |
Acquired Above-Market Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 49,195 | 54,616 |
Less accumulated amortization | 17,862 | 18,928 |
Intangible lease assets, net | 31,333 | 35,688 |
Acquired In-Place Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 370,685 | 340,958 |
Less accumulated amortization | (100,972) | 85,733 |
Intangible lease assets, net | $ 269,713 | $ 255,225 |
Intangible Assets and Liabili_4
Intangible Assets and Liabilities - Schedule of Amortization of Intangible Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 3,757 | $ 2,459 | $ 3,757 | $ 14,517 |
Acquired In-Place Leases | Depreciation and Amortization | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | 11,424 | 8,026 | 25,429 | 32,060 |
Above and Below Market Leases | Lease Revenues, Net | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 944 | $ (149) | $ 2,362 | $ 25 |
Intangible Assets and Liabili_5
Intangible Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 3,757 | $ 2,459 | $ 3,757 | $ 14,517 |
Intangible Assets and Liabili_6
Intangible Assets and Liabilities - Schedule of Amortizable Intangible Assets (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2021 | $ 6,482 |
2022 | 24,480 |
2023 | 24,168 |
2024 | 23,410 |
2025 | 22,113 |
Thereafter | 137,687 |
Total | $ 238,340 |
Unsecured Credit Agreements - S
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 15, 2021 | |
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.00% | ||
Total unsecured debt | $ 1,597,868 | $ 1,547,667 | |
Debt issuance costs, net | (4,658) | (6,435) | |
Long-term Debt | 1,597,868 | ||
2031 Senior Unsecured Public Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.60% | ||
Total unsecured debt | $ 375,000 | ||
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 1,490,123 | 1,433,796 | |
Unsecured Debt | Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total unsecured debt | 650,000 | 965,000 | |
Debt issuance costs, net | (3,542) | (3,670) | |
Long-term Debt | 646,458 | 961,330 | |
Unsecured Debt | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total unsecured debt | 850,000 | 475,000 | |
Unamortized debt issuance costs and original issuance discount, net | 6,335 | 2,534 | |
Long-term Debt | $ 843,665 | 472,466 | |
Unsecured Debt | Unsecured Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maturity Date | 2023-09 | ||
Total unsecured debt | $ 0 | 0 | |
Unsecured Debt | 2022 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2022-02 | ||
Total unsecured debt | $ 60,000 | $ 60,000 | |
Unsecured Debt | 2022 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | 1.25% | |
Unsecured Debt | 2023 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.10% | ||
Maturity Date | 2023-01 | ||
Total unsecured debt | $ 0 | $ 265,000 | |
Unsecured Debt | 2023 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.10% | 1.35% | |
Unsecured Debt | 2024 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2024-06 | ||
Total unsecured debt | $ 190,000 | $ 190,000 | |
Unsecured Debt | 2024 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | 1.25% | |
Unsecured Debt | 2026 Unsecured Term Loan | |||
Debt Instrument [Line Items] | |||
Interest Rate | one-month LIBOR + 1.00% | ||
Maturity Date | 2026-02 | ||
Total unsecured debt | $ 400,000 | $ 450,000 | |
Unsecured Debt | 2026 Unsecured Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% | 1.85% | |
Unsecured Debt | 2027 Senior Unsecured Notes | Senior Guaranteed Notes Series A | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 4.84% | ||
Maturity Date | 2027-04 | ||
Total unsecured debt | $ 150,000 | $ 150,000 | |
Unsecured Debt | 2028 Senior Unsecured Notes | Senior Guaranteed Notes Series B | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.09% | ||
Maturity Date | 2028-07 | ||
Total unsecured debt | $ 225,000 | 225,000 | |
Unsecured Debt | 2030 Senior Unsecured Notes | Senior Guaranteed Notes Series C | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 5.19% | ||
Maturity Date | 2030-07 | ||
Total unsecured debt | $ 100,000 | 100,000 | |
Unsecured Debt | 2031 Senior Unsecured Public Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.60% | ||
Maturity Date | 2031-09 | ||
Total unsecured debt | $ 375,000 |
Unsecured Credit Agreements -_2
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Parenthetical) (Detail) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
1 Month LIBOR | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Daily LIBOR | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.00% | |
Unsecured Debt | 1 Month LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.08% | 0.14% |
Unsecured Debt | 1 Month LIBOR | 2022 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | 1.25% |
Unsecured Debt | 1 Month LIBOR | 2024 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | 1.25% |
Unsecured Debt | 1 Month LIBOR | 2023 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.10% | 1.35% |
Unsecured Debt | 1 Month LIBOR | 2026 Unsecured Term Loan | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | 1.85% |
Unsecured Debt | 1 Month LIBOR | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.20% | |
Unsecured Debt | Daily LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate | 0.07% |
Unsecured Credit Agreements - A
Unsecured Credit Agreements - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 15, 2021 | Mar. 12, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||
Total unsecured debt | $ 1,597,868 | $ 1,597,868 | $ 1,547,667 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | |||||
Cost of debt extinguishment | $ (242) | $ (392) | $ (368) | $ (414) | |||
Other Nonoperating Income (Expense) | |||||||
Debt Instrument [Line Items] | |||||||
Cost of debt extinguishment | 214 | 392 | 340 | 392 | |||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt issuance costs | 5,918 | 5,918 | |||||
2026 Unsecured Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Paydown amount | $ 50,000 | ||||||
Debt issuance costs incurred | 4,069 | 5,020 | |||||
2026 Unsecured Term Loan | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | 1.60% | |||||
2026 Unsecured Term Loan | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.85% | 1.45% | |||||
2026 Unsecured Term Loan | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.65% | 2.40% | |||||
Modification of Existing Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs incurred | $ 5,918 | $ 5,918 | |||||
Unamortized debt issuance costs | $ 3,379 | $ 4,325 | |||||
2031 Senior Unsecured Public Notes | |||||||
Debt Instrument [Line Items] | |||||||
Total unsecured debt | $ 375,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.60% | ||||||
Rate of Principal Amount | 99.816% | ||||||
Interest Rate Swap | |||||||
Debt Instrument [Line Items] | |||||||
Weighted average interest rate on all outstanding borrowings | 2.71% | 2.71% |
Unsecured Credit Agreements -_3
Unsecured Credit Agreements - Summary of Debt Issuance Cost Amortization (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Debt issuance costs amortization | $ 962 | $ 819 | $ 2,832 | $ 2,528 |
Mortgages - Summary of Mortgage
Mortgages - Summary of Mortgages (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 5.00% | |
Mortgages and notes payable | $ 1,597,868 | $ 1,547,667 |
Debt issuance costs, net | (4,658) | (6,435) |
Mortgages, net | 97,530 | 107,382 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Mortgages and notes payable | 97,868 | 107,667 |
Debt issuance costs, net | $ (338) | (285) |
Wilmington Trust National Association, Due February 28 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2019-04 | |
Maturity Date | 2028-02 | |
Debt instrument, interest rate | 4.92% | |
Mortgages and notes payable | $ 47,064 | 47,945 |
Wilmington Trust National Association, Due August 25 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2018-06 | |
Maturity Date | 2025-08 | |
Debt instrument, interest rate | 4.36% | |
Mortgages and notes payable | $ 19,657 | 19,947 |
PNC Bank | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2016-10 | |
Maturity Date | 2026-11 | |
Debt instrument, interest rate | 3.62% | |
Mortgages and notes payable | $ 17,196 | 17,498 |
T2 Durham I, LLC | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2021-07 | |
Maturity Date | 2024-07 | |
Interest Rate | Greater of Prime + 1.25% or 5.00% | |
Mortgages and notes payable | $ 7,500 | 0 |
T2 Durham I, LLC | Greater of Prime | Secured Debt | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 5.00% | |
T2 Durham I, LLC | Greater of Prime | Secured Debt | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.25% | |
Sun Life | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2012-03 | |
Maturity Date | 2021-10 | |
Debt instrument, interest rate | 5.13% | |
Mortgages and notes payable | $ 0 | 10,469 |
Aegon | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2012-04 | |
Maturity Date | 2023-10 | |
Debt instrument, interest rate | 6.38% | |
Mortgages and notes payable | $ 6,451 | 7,039 |
M&T Bank | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2017-10 | |
Maturity Date | 2021-08 | |
Interest Rate | one - monthLIBOR+3% | |
Mortgages and notes payable | $ 0 | $ 4,769 |
M&T Bank | 1 Month LIBOR | Secured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% |
Mortgages - Summary of Mortga_2
Mortgages - Summary of Mortgages (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Debt instrument, interest rate | 5.00% |
Prime Rate plus 1.25% | Maximum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 5.00% |
Prime Rate plus 1.25% | Minimum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Mortgages - Additional Informat
Mortgages - Additional Information (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Investment in rental property pledged as collateral | $ 162,642 |
Mortgages - Schedule of Estimat
Mortgages - Schedule of Estimated Future Principal Payments (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 707 |
2022 | 62,907 |
2023 | 7,582 |
2024 | 199,760 |
2025 | 20,195 |
Thereafter | 1,306,717 |
Long-term Debt | $ 1,597,868 |
Interest Rate Swaps - Summary o
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Detail) - Interest Rate Swap - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative [Line Items] | ||
Derivative, Fixed rate | 2.11% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 640,000 | $ 859,768 |
Fair Value | $ (36,196) | (72,103) |
Wells Fargo Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2021-02 | |
Derivative, Fixed rate | 2.39% | |
Notional Amount | $ 0 | 35,000 |
Fair Value | $ 0 | (70) |
M&T Bank | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2021-08 | |
Derivative, Fixed rate | 1.02% | |
Notional Amount | $ 0 | 4,768 |
Fair Value | $ 0 | (25) |
Capital One, National Association One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2021-12 | |
Derivative, Fixed rate | 1.05% | |
Notional Amount | $ 0 | 15,000 |
Fair Value | $ 0 | (141) |
M&T Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2022-09 | |
Derivative, Fixed rate | 2.83% | |
Notional Amount | $ 0 | 25,000 |
Fair Value | $ 0 | (1,139) |
Bank of America | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2023-11 | |
Derivative, Fixed rate | 2.80% | |
Notional Amount | $ 0 | 25,000 |
Fair Value | $ 0 | (1,848) |
M&T Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2023-11 | |
Derivative, Fixed rate | 2.65% | |
Notional Amount | $ 0 | 25,000 |
Fair Value | $ 0 | (1,785) |
Regions Bank | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2023-12 | |
Derivative, Fixed rate | 1.18% | |
Notional Amount | $ 0 | 25,000 |
Fair Value | $ 0 | (763) |
Truist Financial Corporation One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-04 | |
Derivative, Fixed rate | 1.99% | |
Notional Amount | $ 0 | 25,000 |
Fair Value | $ 0 | (1,487) |
Bank of Montreal One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-07 | |
Derivative, Fixed rate | 1.16% | |
Notional Amount | $ 0 | 40,000 |
Fair Value | $ 0 | (1,380) |
Wells Fargo Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-10 | |
Derivative, Fixed rate | 2.72% | |
Notional Amount | $ 15,000 | 15,000 |
Fair Value | $ (964) | (1,422) |
Capital One, National Association Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2024-12 | |
Derivative, Fixed rate | 1.58% | |
Notional Amount | $ 15,000 | 15,000 |
Fair Value | $ (463) | (799) |
Bank of Montreal Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-01 | |
Derivative, Fixed rate | 1.91% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,044) | (1,725) |
Truist Financial Corporation Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-04 | |
Derivative, Fixed rate | 2.20% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,324) | (2,084) |
Bank of Montreal Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-07 | |
Derivative, Fixed rate | 2.32% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,478) | (2,351) |
Truist Financial Corporation Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-07 | |
Derivative, Fixed rate | 1.99% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,174) | (1,941) |
Truist Financial Corporation Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2025-12 | |
Derivative, Fixed rate | 2.30% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,546) | (2,481) |
Bank of Montreal Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 1.92% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,156) | (2,039) |
Bank of Montreal Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 2.05% | |
Notional Amount | $ 40,000 | 40,000 |
Fair Value | $ (2,062) | (3,523) |
Capital One, National Association Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 2.08% | |
Notional Amount | $ 35,000 | 35,000 |
Fair Value | $ (1,842) | (3,078) |
Truist Financial Corporation Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-01 | |
Derivative, Fixed rate | 1.93% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,164) | (2,019) |
Capital One, National Association Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-04 | |
Derivative, Fixed rate | 2.68% | |
Notional Amount | $ 15,000 | 15,000 |
Fair Value | $ (1,204) | (1,843) |
Capital One, National Association Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-07 | |
Derivative, Fixed rate | 1.32% | |
Notional Amount | $ 35,000 | 35,000 |
Fair Value | $ (682) | (1,806) |
Bank of Montreal Six | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-12 | |
Derivative, Fixed rate | 2.33% | |
Notional Amount | $ 10,000 | 10,000 |
Fair Value | $ (692) | (1,156) |
Bank of Montreal Seven | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2026-12 | |
Derivative, Fixed rate | 1.99% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,300) | (2,372) |
Wells Fargo Bank Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2027-04 | |
Derivative, Fixed rate | 2.72% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (2,287) | (3,555) |
Bank of Montreal Eight | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2027-12 | |
Derivative, Fixed rate | 2.37% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,904) | (3,234) |
Capital One, National Association Six | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2027-12 | |
Derivative, Fixed rate | 2.37% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,909) | (3,199) |
Wells Fargo Bank Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2028-01 | |
Derivative, Fixed rate | 2.37% | |
Notional Amount | $ 75,000 | 75,000 |
Fair Value | $ (5,743) | (9,650) |
Bank of Montreal Nine | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-05 | |
Derivative, Fixed rate | 2.09% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,557) | (2,994) |
Regions Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-05 | |
Derivative, Fixed rate | 2.11% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,599) | (3,004) |
Regions Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-06 | |
Derivative, Fixed rate | 2.03% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,459) | (2,843) |
U.S. Bank National Association | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-06 | |
Derivative, Fixed rate | 2.03% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (1,456) | (2,902) |
U S Bank National Association One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | 2029-08 | |
Derivative, Fixed rate | 1.35% | |
Notional Amount | $ 25,000 | 25,000 |
Fair Value | $ (187) | $ (1,445) |
Interest Rate Swaps - Summary_2
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Parenthetical) (Detail) - Interest Rate Swap | 9 Months Ended |
Sep. 30, 2021 | |
Derivative [Line Items] | |
Interest rate swap terminated month and year | 2021-09 |
M&T Bank | Umbrella Partnership Real Estate Investment Trust Transaction | |
Derivative [Line Items] | |
Interest rate swap assumed month and year | 2017-10 |
Interest Rate Swaps - Total Amo
Interest Rate Swaps - Total Amounts Recognized From Converting Variable Rates to Fixed Rates and Location of Gain (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative [Line Items] | ||||
Total Interest Expense Presented in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) | $ 15,611 | $ 18,511 | $ 47,149 | $ 59,015 |
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Loss | $ (4,559) | $ (4,352) | $ 30,328 | $ (59,766) |
Reclassification from Accumulated Other Comprehensive Loss, Location | Interest expense | Interest expense | Interest expense | Interest expense |
Reclassification from Accumulated Other Comprehensive Loss, Amount of Loss | $ 4,085 | $ 4,166 | $ 12,140 | $ 8,467 |
Total Interest Expense Presented in the Condensed Consolidated Statements of Income and Comprehensive Income (Loss) | $ 15,611 | $ 18,511 | $ 47,149 | $ 59,015 |
Interest Rate Swaps - Additiona
Interest Rate Swaps - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative [Line Items] | ||||
Interest rate swaps expected to be reclassified - (loss) | $ 15,477 | |||
Interest Expense | $ 15,611 | $ 18,511 | $ 47,149 | $ 59,015 |
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative, Fixed Interest Rate | 2.11% | 2.11% | ||
Interest Expense | $ 15,611 | $ 18,511 | $ 47,149 | $ 59,015 |
Variable Rate Index | one-month LIBOR | |||
Interest Rate Swap | Other Comprehensive Income (Loss) [Member] | ||||
Derivative [Line Items] | ||||
Interest Expense | 126 | $ 126 | ||
Interest Rate Swap | 2031 Senior Unsecured Public Notes | ||||
Derivative [Line Items] | ||||
Termination value of interest rate derivatives | $ 5,580 | 5,580 | ||
Interest Rate Swap | Interest Expense | ||||
Derivative [Line Items] | ||||
Accumulated losses reclassified to interest expense | $ 5,580 |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of OP Units Exchanged for Shares of Common Stock (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Noncontrolling Interest [Line Items] | |||||
Value of shares/units exchanged | $ 0 | $ 46,220 | |||
Common Stock | |||||
Noncontrolling Interest [Line Items] | |||||
OP Units exchanged for shares of common stock | 1,723 | 0 | 2,888 | 0 | |
Value of shares/units exchanged | 0 | ||||
Additional Paid-in Capital | |||||
Noncontrolling Interest [Line Items] | |||||
Value of shares/units exchanged | $ 27,755 | $ 606 | $ 0 | $ 46,220 | $ 0 |
Non-Controlling Interests - Add
Non-Controlling Interests - Additional Information (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | ||
Number of OP units issued during period | 1,611 | 1,859 |
Credit Risk Concentrations - Ad
Credit Risk Concentrations - Additional Information (Detail) - Customer | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||
Number of tenants or common franchises | 0 | 0 | 0 | 0 | |
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution One | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 68.00% | 63.00% | |||
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution Two | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 18.00% | 16.00% | |||
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution Three | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 10.00% |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 23, 2021 | Jun. 28, 2021 | Sep. 21, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Equity [Line Items] | |||||||||||
Issuance of shares of common stock, shares | 1,089 | ||||||||||
Net proceeds from issuance of common stock | $ 253,170 | $ 534,117 | |||||||||
IPO | |||||||||||
Equity [Line Items] | |||||||||||
Issuance of shares of common stock, shares | 37,000,000 | ||||||||||
Offering price | $ 17 | ||||||||||
Follow-on equity offering | |||||||||||
Equity [Line Items] | |||||||||||
Issuance of shares of common stock, shares | 11,500,000 | ||||||||||
Offering price | $ 23 | ||||||||||
Underwriting discounts and commissions | $ 10,580 | ||||||||||
Other equity offering expenses | 433 | ||||||||||
Net proceeds from issuance of common stock | 253,487 | ||||||||||
Accrued offering costs | $ 242 | ||||||||||
ATM [Member] | |||||||||||
Equity [Line Items] | |||||||||||
Issuance of shares of common stock, shares | 0 | 0 | |||||||||
Revolving Credit Facilities | Follow-on equity offering | |||||||||||
Equity [Line Items] | |||||||||||
Repayments of lines of credit | $ 160,600 | ||||||||||
Common Stock | |||||||||||
Equity [Line Items] | |||||||||||
Issuance of shares of common stock, shares | 957,000 | 11,659,000 | 211,000 | 341,000 | 11,000 | 293,000 | |||||
Common Stock | VWAP Earnout [Member] | |||||||||||
Equity [Line Items] | |||||||||||
Issuance of shares of common stock, shares | 944,000 | 1,089,000 | |||||||||
Common Stock | Maximum | |||||||||||
Equity [Line Items] | |||||||||||
Gross Sale Price | $ 400,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares | Mar. 01, 2021 | Aug. 04, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of restricted stock | 1,000 | 341,000 | 202,000 | 341,000 | ||||||
Weighted average grant date fair value per share | $ 26.02 | $ 20.50 | $ 18.68 | $ 20.50 | ||||||
Unvested shares | 374,000 | 341,000 | 374,000 | 341,000 | 378,000 | 341,000 | 0 | 0 | ||
Performance-based Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of restricted stock | 0 | 132,000 | ||||||||
Weighted average grant date fair value per share | $ 0 | $ 24.40 | ||||||||
Number of restricted stock | 0 | |||||||||
Unvested shares | 110,000 | 110,000 | 110,000 | 0 | ||||||
2020 Equity Incentive Plan | Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of restricted stock | 199,000 | 341,000 | ||||||||
2020 Equity Incentive Plan | Determined Share Value | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Weighted average grant date fair value per share | $ 18.66 | $ 20.50 | ||||||||
2020 Equity Incentive Plan | Performance-based Restricted Stock Units | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Number of shares of restricted stock | 132,000 | |||||||||
Non-vested share awards percentage | 50.00% | |||||||||
Vesting percentage payout schedule can produce | 100.00% | |||||||||
Performance period | 3 years | |||||||||
Percentage as rTSR of peer group | 55.00% | |||||||||
2020 Equity Incentive Plan | Performance-based Restricted Stock Units | Minimum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting percentage payout schedule can produce | 0.00% | |||||||||
2020 Equity Incentive Plan | Performance-based Restricted Stock Units | Maximum | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Vesting percentage payout schedule can produce | 200.00% | |||||||||
2020 Equity Incentive Plan | Tranche One | Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
2020 Equity Incentive Plan | Tranche Two | Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
2020 Equity Incentive Plan | Tranche Three | Restricted Stock Awards | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||
Award vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of RSAs (Detail) - Restricted Stock Awards - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation cost | $ 701 | $ 796 | $ 3,124 | $ 796 | |
Dividends declared on unvested RSAs | 95 | 46 | 296 | 46 | |
Grant date fair value of shares vested during the period | 0 | $ 0 | 3,296 | $ 0 | |
Unamortized value of RSAs | $ 5,508 | $ 5,508 | $ 5,001 | ||
Weighted average amortization period (in years) | 2 years 7 months 6 days | 2 years 9 months 18 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of RSA Activity (Detail) - Restricted Stock Awards - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Shares, Unvested at beginning of period | 378 | 0 | 341 | 0 |
Number of Shares, Granted | 1 | 341 | 202 | 341 |
Number of Shares, Vested | 0 | 0 | 164 | 0 |
Number of Shares, Forfeited | (5) | 0 | (5) | 0 |
Number of Shares, Unvested at end of period | 374 | 341 | 374 | 341 |
Weighted Average Grant Date Fair Value per Share, Unvested at beginning of period | $ 19.60 | $ 0 | $ 20.50 | $ 0 |
Weighted average grant date fair value per share | 26.02 | 20.50 | 18.68 | 20.50 |
Weighted Average Grant Date Fair Value per Share, Vested | 0 | 0 | 20.15 | 0 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 19.72 | 0 | 19.72 | |
Weighted Average Grant Date Fair Value per Share, Unvested at end of period | $ 19.61 | $ 20.50 | $ 19.61 | $ 20.50 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of PRSUs (Detail) - Performance-based Restricted Stock Units $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Compensation cost | $ 223 | $ 520 |
Unamortized value of PRSUs | $ 2,154 | $ 2,154 |
Weighted average amortization period (in years) | 2 years 4 months 24 days |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of PRSU Activity (Detail) - Performance-based Restricted Stock Units - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Unvested at beginning of period | 110 | 0 |
Number of Shares, Granted | 0 | 132 |
Number of Shares, Vested | 0 | 0 |
Number of Shares, Forfeited | 0 | (22) |
Number of Shares, Unvested at end of period | 110 | 110 |
Weighted Average Grant Date Fair Value per Share, Unvested at beginning of period | $ 24.40 | $ 0 |
Weighted average grant date fair value per share | 0 | 24.40 |
Weighted Average Grant Date Fair Value per Share, Vested | 0 | 0 |
Weighted Average Grant Date Fair Value per Share, Forfeited | 0 | 24.40 |
Weighted Average Grant Date Fair Value per Share, Unvested at end of period | $ 24.40 | $ 24.40 |
Earnings per Share - Summary of
Earnings per Share - Summary of Components used in Calculation of Basic and Diluted Earnings per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Basic earnings: | ||||
Net earnings attributable to Broadstone Net Lease, Inc. common shareholders | $ 28,698 | $ 8,750 | $ 72,135 | $ 34,919 |
Less earnings allocated to unvested restricted shares | (95) | (46) | 296 | (46) |
Net earnings used to compute basic earnings per common share | 28,603 | 8,704 | 71,839 | 34,873 |
Diluted earnings: | ||||
Net earnings used to compute basic earnings per share | 28,603 | 8,704 | 71,839 | 34,873 |
Net earnings attributable to non-controlling interests | 1,824 | 961 | 5,167 | 3,738 |
Net earnings used to compute diluted earnings per common share | $ 30,427 | $ 9,665 | $ 77,006 | $ 38,611 |
Weighted average number of common shares outstanding | 159,604 | 111,371 | 150,593 | 108,300 |
Less weighted average unvested restricted shares | (378) | (216) | (366) | (72) |
Weighted average number of common shares outstanding used in basic earnings per common share | 159,226 | 111,155 | 150,227 | 108,228 |
Effect of restricted stock units | 219 | 0 | 172 | 0 |
Effects of convertible membership units | 10,142 | 12,226 | 10,874 | 11,519 |
Weighted average number of common shares outstanding used in diluted earnings per common share | 169,587 | 123,381 | 161,273 | 119,747 |
Basic earnings per share | $ 0.18 | $ 0.08 | $ 0.48 | $ 0.32 |
Diluted earnings per share | $ 0.18 | $ 0.08 | $ 0.48 | $ 0.32 |
Earnings per Share - Summary _2
Earnings per Share - Summary of Components used in Calculation of Basic and Diluted Earnings per Share (Parenthetical) (Detail) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Unvested restricted shares of common stock | 374 | 341 |
Weighted average effects of OP Units outstanding | 10,370 | 12,226 |
Supplemental Cash Flow Disclo_2
Supplemental Cash Flow Disclosures - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($)shares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)Propertyshares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Supplemental Cash Flow Elements [Line Items] | ||||||||||
Cash paid for interest | $ 38,551 | $ 50,853 | ||||||||
Cash paid for income taxes | $ 1,144 | 1,385 | ||||||||
Issuance of shares of common stock, shares | shares | 1,089 | |||||||||
Fair value of earnout consideration | $ 0 | $ 10,063 | $ 13,177 | $ 37,975 | $ 0 | 13,177 | $ 7,509 | $ 0 | ||
Debt | 90,484 | 90,484 | ||||||||
Adjustments to additional paid in capital mezzanine equity non-controlling interests | 97 | $ (2,416) | 2,513 | |||||||
Number of OP units exchanged | shares | 1,723,000 | 1,127,000 | 38,000 | 2,888 | ||||||
Conversion of OP Units to shares of common stock | $ 0 | $ 46,220 | ||||||||
Reclassification of mezzanine equity non-controlling interests | 112,698 | |||||||||
Reclassification of mezzanine equity common stock | 66,376 | |||||||||
Reclassification of carrying value of earnout liability | 18,346 | |||||||||
Issuance of shares common stock upon conversion of OP units | shares | 1,723,000 | 1,127,000 | 38,000 | 2,888 | ||||||
Dividend declared and accrued but not yet paid | $ 43,874 | 20,722 | $ 43,874 | $ 20,722 | ||||||
Number Of Properties Placed Under Lease Modifications | Property | 4 | |||||||||
Carrying amount of asset recognized | $ 9,055 | |||||||||
Additional Paid-in Capital | ||||||||||
Supplemental Cash Flow Elements [Line Items] | ||||||||||
Adjustments to additional paid in capital mezzanine equity non-controlling interests | $ (97) | $ (2,416) | ||||||||
Conversion of OP Units to shares of common stock | $ 27,755 | $ 606 | $ 0 | $ 46,220 | 0 | |||||
Reclassification of mezzanine equity common stock | 66,375 | |||||||||
Reclassification of carrying value of earnout liability | 6,809 | |||||||||
Common Stock | ||||||||||
Supplemental Cash Flow Elements [Line Items] | ||||||||||
Issuance of shares of common stock, shares | shares | 957,000 | 11,659,000 | 211,000 | 341,000 | 11,000 | 293,000 | ||||
Adjustments to additional paid in capital mezzanine equity non-controlling interests | $ 0 | $ 0 | ||||||||
Conversion of OP Units to shares of common stock | $ 0 | |||||||||
Reclassification of mezzanine equity common stock | 1 | |||||||||
Non-controlling Interests | ||||||||||
Supplemental Cash Flow Elements [Line Items] | ||||||||||
Adjustments to additional paid in capital mezzanine equity non-controlling interests | $ 0 | $ 0 | ||||||||
Conversion of OP Units to shares of common stock | $ (27,755) | $ (606) | ||||||||
Reclassification of carrying value of earnout liability | 11,627 | |||||||||
Common Stock and OP Units | ||||||||||
Supplemental Cash Flow Elements [Line Items] | ||||||||||
Amount of equity interest issued or issuable in a business combination | 178,535 | |||||||||
Fair value of earnout consideration | $ 40,119 | $ 40,119 | ||||||||
Distribution Reinvestment Plan | ||||||||||
Supplemental Cash Flow Elements [Line Items] | ||||||||||
Issuance of shares of common stock, shares | shares | 275,000 | |||||||||
Common stock issued | $ 5,733 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Loss Contingencies [Line Items] | |
Potential liability due to taxable sales of applicable properties | $ 22,300 |
Tenant building Expansion | $ 17,388 |
Minimum | Office Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases, expiration year | 2021 |
Minimum | Ground Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases term | 2034 |
Maximum | Office Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases, expiration year | 2023 |
Maximum | Ground Lease | |
Loss Contingencies [Line Items] | |
Non-cancellable operating leases term | 2069 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Total Lease Costs Associated with Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Variable lease costs | ||||
Total lease costs | $ 211 | $ 201 | $ 621 | $ 505 |
General and Administrative | Office Lease | ||||
Operating lease costs | ||||
Operating lease costs | 158 | 155 | 473 | 362 |
Property and Operating Expense | Ground Lease | ||||
Operating lease costs | ||||
Operating lease costs | 39 | 33 | 106 | 100 |
Variable lease costs | ||||
Variable lease costs | $ 14 | $ 13 | $ 42 | $ 43 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Payments Associated with Obligations Under Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||||
Operating lease payments | $ 191 | $ 179 | $ 618 | $ 490 |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Estimated Future Lease Payments Required Under Non-cancelable Operating Leases as well as Reconciliation to Lease Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of 2021 | $ 186 | |
2022 | 723 | |
2023 | 539 | |
2024 | 153 | |
2025 | 155 | |
Thereafter | 3,777 | |
Total undiscounted cash flows | 5,533 | |
Less imputed interest | (2,819) | |
Lease liabilities | $ 2,714 | $ 2,659 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Oct. 31, 2021 | Oct. 15, 2021 | Sep. 30, 2021 | Oct. 28, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||
Common Stock, Shares, Issued | 161,255,000 | 108,609,000 | |||
Payment of cash at earnout milestone | $ 13,048 | ||||
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Distribution paid | $ 43,764 | ||||
Quarterly distribution per share | $ 0.265 | ||||
Quarterly distribution declared date | Jan. 15, 2022 | ||||
Quarterly distribution date of record | Dec. 31, 2021 | ||||
Acquisitions of rental property and associated intangible assets and liabilities | $ 12,970 | ||||
Subsequent Event | Revolving Credit Facilities | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility amount borrowed | $ 38,000 |