Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 10, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ck0001424182 | |
Entity Registrant Name | BROADSTONE NET LEASE, INC. | |
Entity Central Index Key | 1,424,182 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,524,162.468 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Accounted for using the operating method, net of accumulated depreciation | $ 2,373,376 | $ 2,186,141 |
Accounted for using the direct financing method | 42,023 | 41,617 |
Investment in rental property, net | 2,415,399 | 2,227,758 |
Cash and cash equivalents | 13,765 | 9,355 |
Restricted cash | 7,057 | 744 |
Accrued rental income | 60,857 | 52,018 |
Tenant and other receivables, net | 95 | 897 |
Tenant and capital reserves | 1,041 | 943 |
Prepaid expenses and other assets | 1,837 | 267 |
Notes receivable | 6,527 | |
Investment in related party | 10,000 | 10,000 |
Interest rate swap, assets | 30,169 | 11,008 |
Intangible lease assets, net | 258,294 | 242,659 |
Debt issuance costs – unsecured revolver, net | 2,644 | 3,026 |
Leasing fees, net | 14,100 | 13,554 |
Total assets | 2,815,258 | 2,578,756 |
Liabilities and equity | ||
Unsecured revolver | 272,500 | 273,000 |
Mortgages and notes payable, net | 86,242 | 67,832 |
Unsecured term notes, net | 927,364 | 836,912 |
Interest rate swap, liabilities | 184 | 5,020 |
Accounts payable and other liabilities | 22,492 | 20,345 |
Due to related parties | 915 | 722 |
Tenant improvement allowances | 4,292 | 5,669 |
Accrued interest payable | 3,008 | 3,311 |
Intangible lease liabilities, net | 85,442 | 81,744 |
Total liabilities | 1,402,439 | 1,294,555 |
Commitments and contingencies (See Note 16) | ||
Broadstone Net Lease, Inc. stockholders' equity: | ||
Preferred stock, $0.001 par value; 20,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.001 par value; 80,000 shares authorized, 20,239 and 18,909 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 20 | 19 |
Additional paid-in capital | 1,409,541 | 1,301,979 |
Subscriptions receivable | (500) | (15) |
Cumulative distributions in excess of retained earnings | (135,829) | (120,280) |
Accumulated other comprehensive income | 27,310 | 5,122 |
Total Broadstone Net Lease, Inc. stockholders’ equity | 1,300,542 | 1,186,825 |
Non-controlling interests | 112,277 | 97,376 |
Total equity | 1,412,819 | 1,284,201 |
Total liabilities and equity | $ 2,815,258 | $ 2,578,756 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 20,239,000 | 18,909,000 |
Common stock, shares outstanding | 20,239,000 | 18,909,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Rental income from operating leases | $ 53,590 | $ 41,256 | $ 105,422 | $ 80,657 |
Earned income from direct financing leases | 953 | 1,074 | 1,919 | 2,207 |
Total revenues | 57,032 | 43,671 | 112,621 | 85,855 |
Operating expenses | ||||
Depreciation and amortization | 20,232 | 14,733 | 39,434 | 29,326 |
Property and operating expense | 2,530 | 1,124 | 5,149 | 2,701 |
General and administrative | 1,456 | 1,162 | 2,787 | 2,125 |
State and franchise tax | 510 | 160 | 753 | 210 |
Total operating expenses | 30,636 | 22,026 | 59,691 | 43,570 |
Operating income | 26,396 | 21,645 | 52,930 | 42,285 |
Other income (expenses) | ||||
Preferred distribution income | 187 | 182 | 375 | 363 |
Interest income | 52 | 115 | 162 | 227 |
Interest expense | (12,454) | (7,860) | (23,631) | (15,802) |
Cost of debt extinguishment | (51) | (3,567) | (51) | (3,615) |
Gain on sale of real estate | 4,256 | 5,477 | 7,595 | 6,280 |
Net income | 18,386 | 15,992 | 37,380 | 29,738 |
Net income attributable to non-controlling interests | (1,412) | (1,265) | (2,834) | (2,418) |
Net income attributable to Broadstone Net Lease, Inc. | $ 16,974 | $ 14,727 | $ 34,546 | $ 27,320 |
Weighted average number of common shares outstanding | ||||
Basic | 19,829 | 16,623 | 19,498 | 16,102 |
Diluted | 21,478 | 18,051 | 21,098 | 17,530 |
Net earnings per common share | ||||
Basic and diluted | $ 0.86 | $ 0.89 | $ 1.77 | $ 1.70 |
Comprehensive income | ||||
Net income | $ 18,386 | $ 15,992 | $ 37,380 | $ 29,738 |
Other comprehensive income | ||||
Change in fair value of interest rate swaps | 7,042 | (4,291) | 23,997 | (1,731) |
Realized loss on interest rate swaps | (873) | (873) | ||
Comprehensive income | 25,428 | 10,828 | 61,377 | 27,134 |
Comprehensive income attributable to non-controlling interests | (1,951) | (857) | (4,643) | (2,224) |
Comprehensive income attributable to Broadstone Net Lease, Inc. | 23,477 | 9,971 | 56,734 | 24,910 |
Operating Expenses Reimbursed from Tenants | ||||
Revenues | ||||
Revenues | 2,486 | 1,296 | 5,235 | 2,913 |
Other Income from Real Estate Transactions | ||||
Revenues | ||||
Revenues | 3 | 45 | 45 | 78 |
Asset Management Fees | ||||
Operating expenses | ||||
Operating expenses | 4,313 | 3,629 | 8,456 | 6,822 |
Property Management Fees | ||||
Operating expenses | ||||
Operating expenses | $ 1,595 | $ 1,218 | $ 3,112 | $ 2,386 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Subscriptions Receivable | Cumulative Distributions in Excess of Retained Earnings | Accumulated Other Comprehensive Income | Non-controlling Interests |
Beginning Balance at Dec. 31, 2016 | $ 998,537 | $ 15 | $ 1,009,431 | $ (9,790) | $ (89,960) | $ 2,092 | $ 86,749 |
Net income | 29,738 | 27,320 | 2,418 | ||||
Issuance of shares of common stock, net | 180,471 | 2 | 170,679 | 9,790 | |||
Other offering costs | (802) | (802) | |||||
Issuance of membership units | 8,278 | 8,278 | |||||
Distributions declared | (43,804) | (40,071) | (3,733) | ||||
Change in fair value of interest rate swap agreements | (1,731) | (1,606) | (125) | ||||
Realized loss on interest rate swaps | (873) | (804) | (69) | ||||
Conversion of membership units to shares of common stock | 27 | (27) | |||||
Redemption of shares of common stock, value | (3,016) | (3,016) | |||||
Ending Balance at Jun. 30, 2017 | 1,166,798 | 17 | 1,176,319 | (102,711) | (318) | 93,491 | |
Beginning Balance at Dec. 31, 2017 | 1,284,201 | 19 | 1,301,979 | (15) | (120,280) | 5,122 | 97,376 |
Net income | 37,380 | 34,546 | 2,834 | ||||
Issuance of shares of common stock, net | 113,556 | 1 | 114,040 | (485) | |||
Other offering costs | (525) | (525) | |||||
Issuance of membership units | 15,797 | 15,797 | |||||
Distributions declared | (54,950) | (50,095) | (4,855) | ||||
Change in fair value of interest rate swap agreements | 23,997 | 22,188 | 1,809 | ||||
Conversion of membership units to shares of common stock | 684 | (684) | |||||
Redemption of shares of common stock, value | (5,889) | (5,889) | |||||
Cancellation of shares of common stock | (748) | (748) | |||||
Ending Balance at Jun. 30, 2018 | $ 1,412,819 | $ 20 | $ 1,409,541 | $ (500) | $ (135,829) | $ 27,310 | $ 112,277 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Issuance of membership units, number of units | 194 | 103 |
Number of membership units exchanged | 8 | 1 |
Redemption of shares of common stock, shares | 74 | 39 |
Cancellation shares of common stock, shares | 9 | |
Common Stock | ||
Issuance of shares of common stock, shares | 1,405 | 2,169 |
Issuance of shares common stock upon conversion of membership units | 8 | 1 |
Redemption of shares of common stock, shares | 74 | 39 |
Cancellation shares of common stock, shares | 9 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities | ||
Net income | $ 37,380 | $ 29,738 |
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||
Depreciation and amortization including intangibles associated with investment in rental property | 39,901 | 29,714 |
Amortization of debt issuance costs charged to interest expense | 862 | 787 |
Straight-line rent and financing lease adjustments | (10,303) | (8,068) |
Cost of debt extinguishment | 51 | 3,615 |
Gain on sale of real estate | (7,595) | (6,280) |
Settlement of interest rate swap, liability | (1,965) | |
Leasing fees paid | (1,177) | (1,796) |
Non-cash interest | (1,349) | |
Other non-cash items | 329 | 237 |
Changes in assets and liabilities: | ||
Tenant and other receivables | 54 | (18) |
Prepaid expenses and other assets | (1,570) | (941) |
Accounts payable and other liabilities | 1,046 | 797 |
Accrued interest payable | (303) | 837 |
Net cash provided by operating activities | 58,675 | 45,308 |
Investing activities | ||
Acquisition of rental property accounted for using the operating method, net of mortgage assumed of $20,845 and $0 in 2018 and 2017, respectively | (216,036) | (185,179) |
Acquisition of rental property accounted for using the direct financing method | (430) | (3,546) |
Capital expenditures and improvements | (1,445) | (3,871) |
Proceeds from disposition of rental property, net | 30,289 | 28,929 |
Increase in tenant and capital reserves | (98) | (81) |
Net cash used in investing activities | (187,720) | (163,748) |
Financing activities | ||
Proceeds from issuance of common stock, net | 88,701 | 161,435 |
Redemptions of common stock | (5,889) | (3,016) |
Borrowings on mortgages, notes payable and unsecured term notes, net of mortgages assumed of $20,845 and $0 in 2018 and 2017, respectively | 90,000 | 400,000 |
Principal payments on mortgages and notes payable | (2,442) | (374,023) |
Borrowings on unsecured revolver | 115,000 | 175,000 |
Repayments on unsecured revolver | (115,500) | (187,000) |
Cash distributions paid to stockholders | (25,245) | (21,091) |
Cash distributions paid to non-controlling interests | (4,785) | (3,727) |
Debt issuance costs paid | (72) | (8,470) |
Net cash provided by financing activities | 139,768 | 139,108 |
Net increase in cash and cash equivalents and restricted cash | 10,723 | 20,668 |
Cash and cash equivalents and restricted cash at beginning of period | 10,099 | 23,103 |
Cash and cash equivalents and restricted cash at end of period | 20,822 | 43,771 |
Reconciliation of cash and cash equivalents and restricted cash | ||
Cash and cash equivalents at beginning of period | 9,355 | 21,635 |
Restricted cash at beginning of period | 744 | 1,468 |
Cash and cash equivalents and restricted cash at beginning of period | 10,099 | 23,103 |
Cash and cash equivalents at end of period | 13,765 | 35,752 |
Restricted cash at end of period | 7,057 | 8,019 |
Cash and cash equivalents and restricted cash at end of period | $ 20,822 | $ 43,771 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Mortgages assumed | $ 20,845 | $ 0 |
Rental Property Acquisition | ||
Mortgages assumed | $ 20,845 | $ 0 |
Business Description
Business Description | 6 Months Ended |
Jun. 30, 2018 | |
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. The Corporation leases properties to retail, healthcare, industrial, office, and other commercial businesses under long-term lease agreements. Properties are generally leased on a triple-net basis such that tenants pay all operating expenses relating to the property, including, but not limited to, property taxes, insurance, maintenance, repairs, and capital costs, during the lease term. As of June 30, 2018, the Corporation owned a diversified portfolio of 558 individual net leased commercial properties located in 42 states throughout the continental United States. Broadstone Net Lease, LLC (the “Operating Company”), 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 and primary owner of the economic interest of the Operating Company. The remaining interests in the Operating Company, which are referred to as non-controlling interests, are held by members who acquired their interest by contributing property to the Operating Company in exchange for membership units of the Operating Company. As the Corporation conducts substantially all of its operations through the Operating Company, it is structured as what is referred to as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”). The following table summarizes the economic ownership interest in the Operating Company as of June 30, 2018 and December 31, 2017: Percentage of shares owned by June 30, 2018 December 31, 2017 Corporation 92.1 % 92.4 % Non-controlling interests 7.9 % 7.6 % 100.0 % 100.0 % The Corporation operates under the direction of its board of directors (the “Board of Directors”), which is responsible for the management and control of the Company’s (as defined below) affairs. The Corporation is externally managed and its board of directors has retained the Corporation’s sponsor, Broadstone Real Estate, LLC (the “Manager”) and Broadstone Asset Management, LLC (the “Asset Manager”) to manage the Corporation’s day-to-day affairs, to implement the Corporation’s investment strategy, and to provide certain property management services for the Corporation’s properties, subject to the Board of Directors’ direction, oversight, and approval. The Asset Manager is a wholly-owned subsidiary of the Manager and all of the Corporation’s officers are employees of the Manager. Accordingly, both the Manager and the Asset Manager are related parties of the Company. Refer to Note 3 for further discussion over related parties and related party transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Interim Information The accompanying unaudited 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 Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts and operations of the Corporation, the Operating Company and its consolidated subsidiaries, all of which are wholly owned by the Operating Company (collectively, 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 holds a 92.1% interest in the Operating Company at June 30, 2018, and is the sole managing member of the Operating Company, which gives the Corporation exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Company. Based on consolidation guidance, the Corporation concluded that the Operating Company is a VIE as the members in the Operating Company do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the Operating Company. However, as the Corporation holds the majority voting interest in the Operating Company, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portion of the Operating Company 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 assets and 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 investment in rental property and intangible assets acquired and liabilities assumed, the value of long-lived assets, the provision for impairment, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the allowance for doubtful accounts, the fair value of assumed debt and notes payable, 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. Restricted Cash Restricted cash includes escrow funds the Company maintains pursuant to the terms of certain mortgage and notes payable and lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code. Revenue Recognition At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. A lease arrangement is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is greater than or equal to 75% of the underlying property’s estimated useful life, or (iv) the present value of the future minimum lease payments (excluding executory costs) is greater than or equal to 90% of the fair value of the leased property. If one or more of these criteria are met, and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease. Consistent with Financial Accounting Standards Board (“FASB”) ASC 840 , Leases, Revenue recognition methods for operating leases and direct financing leases are described below: Rental property accounted for under operating leases – Revenue is recognized as rents are earned on a straight-line basis over the non-cancelable terms of the related leases. In most cases, revenue recognition under operating leases begins when the lessee takes possession of, or controls, the physical use of the leased asset. Generally, this occurs on the lease commencement date. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as Accrued rental income on the Condensed Consolidated Balance Sheets. Rental property accounted for under direct financing leases – The Company utilizes the direct finance method of accounting to record direct financing lease income. For a lease accounted for as a direct financing lease, the net investment in the direct financing lease represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on the Company’s net investment in the leases. Adoption of ASU 2014-09, described further in Recently Adopted Accounting Standards Sales of Real Estate As described further in Recently Adopted Accounting Standards If the Company determines that it did not transfer control of the non-financial assets to the buyer, the Company will analyze the contract for separate performance obligations and allocate a portion of the sales price to each performance obligation. As performance obligations are satisfied, the Company will recognize the respective income in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company accounts for discontinued operations if disposals of properties represent a strategic shift in operations. Those strategic shifts would need to have a major effect on the Company’s operations and financial results in order to meet the definition. Rent Received in Advance Rent received in advance represents tenant payments received prior to the contractual due date and are included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rents received in advance at June 30, 2018 and December 31, 2017 are as follows: (in thousands) June 30, 2018 December 31, 2017 Rents received in advance $ 8,253 $ 8,585 Allowance for Doubtful Accounts Management periodically reviews the sufficiency of the allowance for doubtful accounts, taking into consideration its historical losses and existing economic conditions, and adjusts the allowance as it considers necessary. Uncollected tenant receivables are written off against the allowance when all possible means of collection have been exhausted. The following table summarizes the changes in the allowance for doubtful accounts for the six months ended June 30, 2018 and the year ended December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Beginning balance $ 742 $ 323 Provision for doubtful accounts 586 419 Write-offs (177 ) — Ending balance $ 1,151 $ 742 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 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 on the related debt are incurred and as the swap net settlements occur. 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. Non-controlling Interests Non-controlling interests represents the membership interests held in the Operating Company of 7.9% and 7.6% at June 30, 2018 and December 31, 2017, respectively, by third parties which are accounted for as a separate component of equity. The Company periodically adjusts the carrying value of non-controlling interests to reflect their share of the book value of the Operating Company. Such adjustments are recorded to Additional paid-in capital as a reallocation of Non-controlling interests in the Condensed Consolidated Statements of Stockholders’ Equity. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, The balances of financial instruments measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 are as follows (see Note 10): June 30, 2018 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 30,169 $ — $ 30,169 $ — Interest rate swap, liabilities (184 ) — (184 ) — $ 29,985 $ — $ 29,985 $ — December 31, 2017 Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 11,008 $ — $ 11,008 $ — Interest rate swap, liabilities (5,020 ) — (5,020 ) — $ 5,988 $ — $ 5,988 $ — The Company has estimated that the carrying amount reported on the Condensed Consolidated Balance Sheets for Cash and cash equivalents, Restricted cash, Tenant and other receivables, net, Notes receivable, and Accounts payable and other liabilities approximates their fair values due to their short-term nature. 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 Mortgage and notes payable, net, Unsecured term notes, net, and Unsecured revolver at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Carrying amount $ 1,289,302 $ 1,181,470 Fair value 1,254,423 1,177,197 The fair value of the Company’s debt was estimated using Level 2 and Level 3 inputs based on 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 LIBOR, US treasury obligation interest rates, and on the 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 Company did not have any assets measured at fair value on a nonrecurring basis at June 30, 2018. Taxes Collected From Tenants and Remitted to Governmental Authorities The Company’s properties are generally leased on a triple-net basis, which provides that the tenants are responsible for the payment of all property operating expenses, including, but not limited to, property taxes, maintenance, insurance, repairs, and capital costs, during the lease term. The Company records such expenses on a net basis. The following table summarizes the approximate property tax payments made directly to the taxing authorities by the Company’s tenants, pursuant to their lease obligations, for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Property taxes paid by tenants directly to taxing authority $ 2,786 $ 3,498 $ 11,968 $ 10,957 In some situations, the Company may collect property taxes from its tenants and remit those taxes to governmental authorities. Taxes collected from tenants and remitted to governmental authorities are presented on a gross basis, where revenue is included in Operating expenses reimbursed from tenants and expense is included in Property and operating expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. The following table summarizes taxes collected from tenants and remitted to governmental authorities for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Property taxes collected from tenants $ 1,215 $ 544 $ 2,410 $ 1,179 Property taxes remitted on behalf of tenants 1,316 560 2,473 1,199 Recently Adopted Accounting Standards In August 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows—Restricted Cash. Reclassifications In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2017, the FASB issued ASU 2017-05, Other Income Gains and Losses from the Derecognition of Nonfinancial Assets. Other Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Taxes Collected From Tenants and Remitted to Governmental Authorities Reclassifications As described below, certain prior period amounts have been reclassified to conform with the current period’s presentation. In connection with the adoption of ASU 2016-18, discussed in Recently Adopted Accounting Standards |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 3. Related-Party Transactions Property Management Agreement The Corporation and the Operating Company are a party to a property management agreement (as amended, the “Property Management Agreement”) with the Manager, a related party in which certain directors of the Corporation have either a direct or indirect ownership interest. Under the terms of the Property Management Agreement, the Manager manages and coordinates certain aspects of the leasing of the Corporation’s rental property. In exchange for services provided under the Property Management Agreement, the Manager receives certain fees and other compensation as follows: (a) 3% of gross rentals collected each month from the rental property for property management services (other than one property, which has a separate agreement for 5% of gross rentals); and (b) Re-leasing fees for existing rental property equal to one month’s rent for a new lease with an existing tenant and two months’ rent for a new lease with a new tenant. Effective January 1, 2018, the Property Management Agreement was amended to, among other things, extend the recurring term of the agreement from one year to three years, clarify termination provisions, include a Termination Event concept and a Key Person Event concept, each as defined in the Property Management Agreement, and remove fee provisions relating to short-term financing or guarantees provided by the Manager to the Operating Company. The Property Management Agreement will automatically renew on January 1, 2019 for three years ending December 31, 2021, subject to earlier termination pursuant to the terms of the Property Management Agreement. The Property Management Agreement provides for termination (i) immediately by the Corporation’s Independent Directors Committee (“IDC”) for Cause, as defined in the Property Management Agreement, (ii) by the IDC, upon 30 days’ written notice to the Manager, in connection with a change of control of the Manager, as defined in the Property Management Agreement, (iii) by the IDC, by providing the Manager with written notice of termination not less than one year prior to the last calendar day of any renewal term, (iv) by the Manager upon written notice to the Company not less than one year prior to the last calendar day of any renewal period, (v) automatically in the event of a Termination Event, and (vi) by the IDC upon a Key Person Event. If the Corporation terminates the agreement prior to any renewal term or in any manner described above, other than termination by the Corporation for Cause, the Corporation will be subject to a termination fee equal to three times the Management Fees, as defined in the Property Management Agreement, to which the Manager was entitled during the 12-month period immediately preceding the date of such termination. Although not terminable as of June 30, 2018, if the Property Management Agreement had been terminated at June 30, 2018, subject to the conditions noted above, the termination fee would have been $17,145. Asset Management Agreement The Corporation and the Operating Company are party to an asset management agreement (as amended, the “Asset Management Agreement”) with the Asset Manager, a single member limited liability company with the Manager as the single member, and therefore a related party in which certain directors of the Corporation have an indirect ownership interest. Under the terms of the Asset Management Agreement, the Asset Manager is responsible for, among other things, the Corporation’s acquisition, initial leasing, and disposition strategies, financing activities, and providing support to the Corporation’s IDC for its valuation functions and other duties. The Asset Manager also designates two individuals to serve on the Board of Directors of the Corporation. Effective January 1, 2018, the Asset Management Agreement was amended to, among other things, extend the recurring term of the agreement from one year to three years, provide for additional disposition fee provisions, and include a Disposition Event concept and Key Person Event concept, each as defined in the amended Asset Management Agreement. The Asset Management Agreement defines a Disposition Event in the same manner as a Termination Event is defined in the Property Management Agreement discussed above. Under the terms of the Asset Management Agreement, the Asset Manager is compensated as follows: (a) a quarterly asset management fee equal to 0.25% of the aggregate value of common stock, based on the per share value as determined by the IDC each quarter, on a fully diluted basis as if all interests in the Operating Company had been converted into shares of the Corporation’s common stock; (b) 0.5% of the proceeds from future equity closings as reimbursement for offering, marketing, and brokerage expenses; (c) 1% of the gross purchase price paid for each rental property acquired (other than acquisitions described in (d) below), including any property contributed in exchange for membership interests in the Operating Company; (d) 2% of the gross purchase price paid for each rental property acquired in the event that the acquisition of a rental property requires a new lease (as opposed to the assumption of an existing lease), such as a sale-leaseback transaction; (e) 1% of the gross sale price received for each rental property disposition; and (f) 1% of the Aggregate Consideration, as defined in the Asset Management Agreement, received in connection with a Disposition Event. The Asset Management Agreement will automatically renew on January 1, 2019 for three years ending December 31, 2021, subject to earlier termination pursuant to the terms of the Asset Management Agreement. The Asset Management Agreement provides for termination (i) immediately by the IDC for Cause, as defined in the Asset Management Agreement, (ii) by the IDC, upon 30 days’ written notice to the Asset Manager, in connection with a change in control of the Asset Manager, as defined in the Asset Management Agreement, (iii) by the IDC, by providing the Asset Manager with written notice of termination not less than one year prior to the last calendar of any renewal term, (iv) by the Asset Manager upon written notice to the Company not less than one year prior to the last calendar day of any renewal period, (v) automatically in the event of a Disposition Event, and (vi) by the IDC upon a Key Person Event. If the Corporation terminates the agreement prior to any renewal term or in any manner described above, other than termination by the Corporation for Cause, the Corporation will be required to pay to the Asset Manager a termination fee equal to three times the Asset Management Fee to which the Asset Manager was entitled during the 12-month period immediately preceding the date of such termination. Although not terminable as of June 30, 2018, if the Asset Management Agreement had been terminated at June 30, 2018, subject to the conditions noted above, the termination fee would have been $49,167. Total fees incurred under the Property Management Agreement and Asset Management Agreement for the three and six months ended June 30, 2018 and 2017, are as follows: (in thousands) For the three months ended June 30, For the six months ended June 30, Type of Fee Financial Statement Presentation 2018 2017 2018 2017 Asset management fee Asset management fees $ 4,313 $ 3,629 $ 8,456 $ 6,822 Property management fee Property management fees 1,595 1,218 3,112 2,386 Total management fee expense 5,908 4,847 11,568 9,208 Marketing fee (offering costs) Additional paid-in capital 301 391 525 802 Acquisition fee Capitalized as a component of assets acquired 1,380 1,032 2,386 1,929 Leasing fee Leasing fees, net 392 899 1,177 1,796 Disposition fee Gain on sale of real estate 155 240 323 303 Total management fees $ 8,136 $ 7,409 $ 15,979 $ 14,038 Included in management fees are $915 and $722 of unpaid fees recorded in Due to related parties on the Condensed Consolidated Balance Sheets at June 30, 2018 and December 31, 2017, respectively. All fees related to the Property Management Agreement and the Asset Management Agreement are paid for in cash within the Company’s normal payment cycle for vendors. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions The Company closed on the following acquisitions during the six months ended June 30, 2018: (in thousands, except number of properties) Date Property Type Number of Properties Real Estate Acquisition Price March 27, 2018 Industrial 1 $ 22,000 March 30, 2018 Retail/Industrial 26 78,530 April 30, 2018 Other 1 16,170 June 6, 2018 Industrial 1 8,500 June 14, 2018 Industrial 1 39,700 June 14, 2018 Retail 6 14,479 June 21, 2018 Retail 1 20,231 June 21, 2018 Industrial 1 38,340 (a) June 29, 2018 Industrial 1 10,400 June 29, 2018 Retail 2 6,433 41 $ 254,783 (b) (a) (b) The Company closed on the following acquisitions during the six months ended June 30, 2017: (in thousands, except number of properties) Date Property Type Number of Properties Real Estate Acquisition Price January 18, 2017 Retail 1 $ 2,520 March 1, 2017 Retail 9 87,196 April 28, 2017 Retail 25 48,898 June 2, 2017 Healthcare 2 13,300 June 15, 2017 Retail 2 2,700 June 30, 2017 Industrial 2 12,250 June 30, 2017 Healthcare 7 25,989 48 $ 192,853 (c) (c) 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 acquisitions completed during the six months ended June 30, 2018 and 2017, discussed above: For the six months ended June 30, (in thousands) 2018 2017 Land $ 34,765 $ 11,483 Land improvements 13,051 15,388 Buildings and other improvements 191,713 147,306 Acquired in-place leases (d) 24,995 20,838 Acquired above-market leases (e) 2,527 9,568 Acquired below-market leases (f) (7,526 ) (11,126 ) Direct financing investments 430 3,546 Mortgage payable (20,845 ) — $ 239,110 $ 197,003 (d) (e) (f) The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit. All of the acquisitions closed during the six months ended June 30, 2018 and 2017, qualified as asset acquisitions and, as such, acquisition costs were capitalized in accordance with ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business Subsequent to June 30, 2018, the Company closed on the following acquisitions (see Note 17): (in thousands, except number of properties) Date Property Type Number of Properties Acquisition Price July 12, 2018 Industrial 1 $ 11,212 July 17, 2018 Office 1 34,670 July 17, 2018 Retail 5 14,845 August 6, 2018 Industrial 2 4,802 9 $ 65,529 The Company has not completed the allocation of the acquisition date fair values for the properties acquired subsequent to June 30, 2018; however, it expects the acquisitions to qualify as asset acquisitions and that the purchase price of these properties will primarily be allocated to land, land improvements, building and acquired lease intangibles. |
Sale of Real Estate
Sale of Real Estate | 6 Months Ended |
Jun. 30, 2018 | |
Real Estate [Abstract] | |
Sale of Real Estate | 5. Sale of Real Estate The Company closed on the following sales of real estate, none of which qualified as discontinued operations, during the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands, except number of properties) 2018 2017 2018 2017 Number of properties disposed 6 5 11 6 Aggregate sale price $ 15,529 $ 24,125 $ 32,342 $ 30,445 Aggregate carrying value (10,295 ) (17,521 ) (22,694 ) (22,649 ) Additional sales expenses (978 ) (1,127 ) (2,053 ) (1,516 ) Gain on sale of real estate $ 4,256 $ 5,477 $ 7,595 $ 6,280 |
Investment in Rental Property a
Investment in Rental Property and Lease Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Investment in Rental Property and Lease Arrangements | 6. Investment in Rental Property and Lease Arrangements The Company generally leases its investment rental property to established tenants. At June 30, 2018, the Company had 542 real estate properties which were leased under leases that have been classified as operating leases and 16 that have been classified as direct financing leases. Of the 16 leases classified as direct financing leases, four include land portions which are accounted for as operating leases (see Revenue Recognition Leases Investment in Rental Property – Accounted for Using the Operating Method Rental property subject to non-cancelable operating leases with tenants are as follows at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Land $ 377,906 $ 348,940 Land improvements 222,704 211,674 Buildings 1,937,063 1,754,796 Tenant improvements 2,777 11,425 Equipment 8,597 7,689 2,549,047 2,334,524 Less accumulated depreciation (175,671 ) (148,383 ) $ 2,373,376 $ 2,186,141 Depreciation expense on investment in rental property was as follows for the three months and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Depreciation $ 15,985 $ 11,924 $ 31,149 $ 23,855 Estimated minimum future rental receipts required under non-cancelable operating leases with tenants at June 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 101,964 2019 207,246 2020 210,613 2021 213,778 2022 216,274 Thereafter 2,054,707 $ 3,004,582 Since lease renewal periods are exercisable at the option of the tenant, the above amounts only include future minimum lease payments due during the initial lease terms. In addition, such amounts exclude any potential variable rent increases that are based on the Consumer Price Index, or future contingent rents which may be received under the leases based on a percentage of the tenant’s gross sales. Investment in Rental Property – Accounted for Using the Direct Financing Method The Company’s net investment in direct financing leases is as follows at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Minimum lease payments to be received $ 78,836 $ 77,889 Estimated unguaranteed residual values 20,358 19,758 Less unearned revenue (57,171 ) (56,030 ) Net investment in direct financing leases $ 42,023 $ 41,617 Minimum future rental receipts required under non-cancelable direct financing leases with tenants at June 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 2,006 2019 4,076 2020 4,194 2021 4,283 2022 4,369 Thereafter 59,908 $ 78,836 The above rental receipts do not include future minimum lease payments for renewal periods, potential variable Consumer Price Index rent increases, or contingent rental payments that may become due in future periods. |
Intangible Assets And Liabiliti
Intangible Assets And Liabilities | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Liabilities | 7. Intangible Assets and Liabilities The following is a summary of intangible assets and liabilities and related accumulated amortization at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Lease intangibles: Acquired above-market leases $ 61,601 $ 59,502 Less accumulated amortization (12,351 ) (9,183 ) Acquired above-market leases, net 49,250 50,319 Acquired in-place leases 241,148 216,858 Less accumulated amortization (32,104 ) (24,518 ) Acquired in-place leases, net 209,044 192,340 Total intangible lease assets, net $ 258,294 $ 242,659 Acquired below-market leases $ 97,882 $ 91,667 Less accumulated amortization (12,440 ) (9,923 ) Intangible lease liabilities, net $ 85,442 $ 81,744 Leasing fees $ 17,208 $ 16,286 Less accumulated amortization (3,108 ) (2,732 ) Leasing fees, net $ 14,100 $ 13,554 Amortization expense for intangible lease assets and liabilities for the three and six months ended June 30, 2018 and 2017 is as follows: (in thousands) For the three months ended June 30, For the six months ended June 30, Intangible Financial Statement Presentation 2018 2017 2018 2017 Acquired in-place leases and leasing fees Depreciation and amortization $ 4,247 $ 2,809 $ 8,285 $ 5,471 Above-market and below-market leases Rental income from operating leases (289 ) (188 ) (467 ) (388 ) Estimated future amortization of intangible assets and liabilities at June 30, 2018 is as follows: (in thousands) Remainder of 2018 $ 8,202 2019 14,842 2020 14,710 2021 14,670 2022 14,523 Thereafter 120,005 $ 186,952 |
Unsecured Credit Agreements
Unsecured Credit Agreements | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Unsecured Credit Agreements | 8. Unsecured Credit Agreements The following table summarizes the Company’s unsecured credit agreements at June 30, 2018 and December 31, 2017: Outstanding Balance (in thousands) June 30, 2018 December 31, 2017 Interest Rate (c) Maturity Date 2015 Unsecured Term Loan Agreement (a) $ 325,000 $ 325,000 one-month LIBOR + 1.40% Feb. 2019 (e) 2017 Unsecured Revolving Credit and Term Loan Agreement (a) Revolver 272,500 273,000 one- and three- month LIBOR + 1.20% (d) Jan. 2022 5.5-Year term loan 265,000 265,000 one- month LIBOR + 1.35% Jan. 2023 7-Year term loan (f) 190,000 100,000 one- month LIBOR + 1.90% Jun. 2024 727,500 638,000 2017 Senior Notes (a) 150,000 150,000 4.84% Apr. 2027 Total 1,202,500 1,113,000 Debt issuance costs, net (b) (2,636 ) (3,088 ) $ 1,199,864 $ 1,109,912 (a) The Company believes it was in compliance with all financial covenants for all periods presented. (b) Amounts presented include debt issuance costs, net, related to the unsecured term notes and senior notes only. (c) (d) (e) (f) At June 30, 2018 and December 31, 2017, the weighted average interest rate on all outstanding borrowings was 3.62% and 3.03%, respectively. The Revolver is subject to a facility fee of 0.25% per annum. In addition, the 5.5-Year Term Loan and 7-Year Term Loan are subject to a fee of 0.25% per annum on the amount of the commitments, reduced by the amount of term loans outstanding under the applicable loan. Debt issuance costs are amortized as a component of interest expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. The following table summarizes debt issuance cost amortization for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Debt issuance costs amortization $ 472 $ 433 $ 934 $ 857 For the three and six months ended June 30, 2017, the Company paid $8,344 in debt issuance costs associated with the Senior Notes, the Credit Agreement, and the Restated Term Loan Agreement. For each separate debt instrument, on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment |
Mortgages and Notes Payable
Mortgages and Notes Payable | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Mortgages and Notes Payable | 9. Mortgages and Notes Payable The Company’s mortgages and notes payable consist of the following at June 30, 2018 and December 31, 2017: (in thousands, except interest rates) Lender Original Date (Month/Year) Maturity Date (Month/Year) Interest Rate June 30, 2018 December 31, 2017 (1) Wilmington Trust National Association Jun-18 Aug-25 4.36% $ 20,845 $ — (a) (b) (c) (m) (2) PNC Bank Oct-16 Nov-26 3.62% 18,442 18,622 (b) (c) (3) Sun Life Mar-12 Oct-21 5.13% 11,482 11,670 (b) (g) (4) Aegon Apr-12 Oct-23 6.38% 8,836 9,168 (b) (h) (5) Symetra Financial Nov-17 Oct-26 3.65% 6,577 6,685 (a) (b) (k) (l) (6) Siemens Financial Services, Inc. Sep-10 Sep-20 5.47% 5,721 5,820 (a) (b) (7) Legg Mason Mortgage Capital Corporation Aug-10 Aug-22 7.06% 5,197 5,670 (b) (e) (8) M&T Bank Oct-17 Aug-21 1- month LIBOR+3% 5,118 5,183 (b) (d) (i) (j) (9) Standard Insurance Co. Apr-09 May-34 6.88% 1,782 1,813 (b) (c) (f) (10) Columbian Mutual Life Insurance Company Aug-10 Sep-25 7.00% 1,480 1,500 (b) (c) (d) (11) Note holders Dec-08 Dec-23 6.25% 750 750 (d) (12) Standard Insurance Co. Jul-10 Aug-30 6.75% 572 581 (b) (c) (d) (f) (13) Symetra Financial Mar-11 Apr-31 6.34% — 1,008 (a) (b) 86,802 68,470 Debt issuance costs, net (560 ) (638 ) $ 86,242 $ 67,832 (a) Non-recourse debt includes the indemnification/guaranty of the Corporation and/or Operating Company 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 Operating Company. (d) Debt secured by guaranty of the Corporation. (e) Debt is guaranteed by a third party. (f) The interest rate represents the initial interest rate on the respective notes. The interest rate will be adjusted at Standard Insurance’s discretion at certain times throughout the term of the note, ranging from 59 to 239 months, and the monthly installments will be adjusted accordingly. At the time Standard Insurance may adjust the interest rate for notes payable, the Company has the right to prepay the note without penalty. (g) 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. (h) 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. (i) The Company entered into an interest rate swap agreement in connection with the mortgage note, as further described in Note 10. (j) 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. (k) Mortgage was assumed in November 2017 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. (l) The interest rate will be adjusted to the holder’s quoted five-year commercial mortgage rate for similar size and quality. (m) 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 the assumption. At June 30, 2018, investment in rental property of $148,107 is pledged as collateral against the Company’s mortgages and notes payable. The following table summarize the mortgages extinguished by the Company during the six months ended June 30, 2018 and the year ended December 31, 2017: (in thousands) For the six months ended June 30, 2018 For the year ended December 31, 2017 Number 1 7 Outstanding balance of Mortgages $ 995 $ 48,108 The following table summarizes the cost of mortgage extinguishment for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands, except number of mortgages extinguished) 2018 2017 2018 2017 Cost of mortgage extinguishment $ 51 $ 12 $ 51 $ 60 Estimated future principal payments to be made under the above mortgage and note payable agreements and the Company’s unsecured credit agreements (see Note 8) at June 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 1,731 2019 328,644 2020 9,081 2021 18,584 2022 275,566 Thereafter 655,696 $ 1,289,302 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 which are not reflected as part of the table above. |
Interest Rate Swaps
Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps | 10. 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. 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. The following is a summary of the Company’s outstanding interest rate swap agreements at June 30, 2018 and December 31, 2017: (in thousands, except interest rates) Fair Value Counterparty Maturity Date Fixed Rate Variable Rate Index Notional Amount June 30, 2018 December 31, 2017 Bank of America, N.A. November 2023 2.80 % one-month LIBOR $ 25,000 $ (64 ) $ (863 ) Bank of Montreal July 2024 1.16 % one-month LIBOR 40,000 3,566 2,503 Bank of Montreal January 2025 1.91 % one-month LIBOR 25,000 1,260 464 Bank of Montreal July 2025 2.32 % one-month LIBOR 25,000 692 (194 ) Bank of Montreal January 2026 1.92 % one-month LIBOR 25,000 1,435 561 Bank of Montreal January 2026 2.05 % one-month LIBOR 40,000 1,944 520 Bank of Montreal December 2026 2.33 % one-month LIBOR 10,000 334 (63 ) Bank of Montreal December 2027 2.37 % one-month LIBOR 25,000 878 (192 ) Capital One, N.A. December 2021 1.05 % one-month LIBOR 15,000 844 607 Capital One, N.A. December 2024 1.58 % one-month LIBOR 15,000 1,061 603 Capital One, N.A. January 2026 2.08 % one-month LIBOR 35,000 1,680 399 Capital One, N.A. July 2026 1.32 % one-month LIBOR 35,000 3,743 2,565 Capital One, N.A. December 2027 2.37 % one-month LIBOR 25,000 913 (189 ) Capital One, N.A. April 2026 2.68 % one-month LIBOR 25,000 171 — M&T Bank August 2021 1.02 % one-month LIBOR 5,118 245 182 (a), (b) M&T Bank September 2022 2.83 % one-month LIBOR 25,000 (120 ) (810 ) M&T Bank November 2023 2.65 % one-month LIBOR 25,000 102 (686 ) Regions Bank March 2018 1.77 % one-month LIBOR — — (9 ) (c) Regions Bank March 2019 1.91 % three-month LIBOR 25,000 108 2 Regions Bank May 2020 2.12 % one-month LIBOR 50,000 411 (153 ) Regions Bank March 2022 2.43 % three-month LIBOR 25,000 354 (254 ) Regions Bank December 2023 1.18 % one-month LIBOR 25,000 2,021 1,402 SunTrust Bank April 2024 1.99 % one-month LIBOR 25,000 1,015 261 SunTrust Bank April 2025 2.20 % one-month LIBOR 25,000 869 — SunTrust Bank July 2025 1.99 % one-month LIBOR 25,000 1,245 386 SunTrust Bank December 2025 2.30 % one-month LIBOR 25,000 802 (138 ) SunTrust Bank January 2026 1.93 % one-month LIBOR 25,000 1,443 553 Wells Fargo Bank, N.A. February 2021 2.39 % one-month LIBOR 35,000 231 (369 ) Wells Fargo Bank, N.A. October 2024 2.72 % one-month LIBOR 15,000 24 (510 ) Wells Fargo Bank, N.A. January 2028 2.37 % one-month LIBOR 75,000 2,670 (590 ) Wells Fargo Bank, N.A. April 2027 2.72 % one-month LIBOR 25,000 108 — $ 29,985 $ 5,988 (a) (b) Interest rate swap was assumed in October 2017 as part of an UPREIT transaction. (c) The total amounts recognized and the location in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income, from converting from variable rates to fixed rates under these agreements is as follows for the three and six months ended June 30, 2018 and 2017: Total Interest Expense (in thousands) Presented in the Amount of Gain (Loss) Recognized Reclassification from Accumulated Other Consolidated Statements of in Accumulated Other Comprehensive Income Income and Comprehensive Three Months Ended June 30, Comprehensive Income Location Amount of Loss Income 2018 $ 7,042 Interest expense $ 354 $ 12,454 2017 (4,291 ) Interest expense 802 7,860 (in thousands) Total Interest Expense Presented in the Amount of Gain (Loss) Recognized Reclassification from Accumulated Other Consolidated Statements of in Accumulated Other Comprehensive Income Income and Comprehensive Six Months Ended June 30, Comprehensive Income Location Amount of Loss Income 2018 $ 23,997 Interest expense $ 1,267 $ 23,631 2017 (1,731 ) Interest expense 2,704 15,802 Amounts related to the interest rate swaps expected to be reclassified out of Accumulated other comprehensive income to Interest expense during the next twelve months are estimated to be a gain of $2,225. The Company is exposed to credit risk in the event of non-performance by the counterparties of the swaps. The Company minimizes this risk exposure by limiting counterparties to major banks who meet established credit and capital guidelines. |
Noncontrolling Interest
Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 11. Non-Controlling Interests Under the Company’s UPREIT structure, entities and individuals can contribute their properties in exchange for membership interests in the Operating Company. Properties contributed as part of UPREIT transactions during the three and six months ended June 30, 2018 and 2017 were valued at $15,797 and $8,278, respectively, which represents the estimated fair value of the properties contributed, less any assumed debt. The Company recognized rental income related to UPREIT transactions for the three and six months ended June 30, 2018 and 2017 as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 UPREIT rental income $ 3,721 $ 2,960 $ 7,431 $ 5,964 |
Credit Risk Concentrations
Credit Risk Concentrations | 6 Months Ended |
Jun. 30, 2018 | |
Risks And Uncertainties [Abstract] | |
Credit Risk Concentrations | 12. Credit Risk Concentrations The Company maintained bank balances that, at times, exceeded the federally insured limit during the six months ended June 30, 2018. 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’s rental property is managed by the Manager and the Asset Manager as described in Note 3. Management fees paid to the Manager and Asset Manager represent 19% and 22% of the Company’s total operating expenses for the three months ended June 30, 2018 and 2017, respectively, and 19% and 26% of the Company’s total operating expenses for the six months ended June 30, 2018 and 2017, respectively. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Equity | 13. Equity Share Redemption Program The following table summarizes redemptions under the Share Redemption Program for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands, except number of stockholders) 2018 2017 2018 2017 Number of stockholders 14 6 22 24 Number of shares 28 21 74 39 Aggregate redemption price $ 2,312 $ 1,637 $ 5,889 $ 3,016 Distribution Reinvestment Plan The Corporation has adopted the Distribution Reinvestment Plan (“DRIP”), pursuant to which the Corporation’s stockholders and holders of membership units in the Operating Company (other than the Corporation), may elect to have cash distributions reinvested in additional shares of the Corporation’s common stock. Cash distributions will be reinvested in additional shares of common stock pursuant to the DRIP at a per share price equal to 98% of the Determined Share Value as of the applicable distribution date. The Corporation may amend, suspend, or terminate the DRIP at any time upon 30 days’ prior written notice to each stockholder. At June 30, 2018 and December 31, 2017, a total of 1,900 and 1,592 shares of common stock, respectively, have been issued under the DRIP. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 14. 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 June 30, For the six months ended June 30, (in thousands, except per share) 2018 2017 2018 2017 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. $ 16,974 $ 14,727 $ 34,546 $ 27,320 Diluted earnings: Net earnings attributable to Broadstone Net Lease, Inc. $ 16,974 $ 14,727 $ 34,546 $ 27,320 Net earnings attributable to non-controlling interests 1,412 1,265 2,834 2,418 $ 18,386 $ 15,992 $ 37,380 $ 29,738 Basic and diluted weighted average shares outstanding: Weighted average number of common shares outstanding used in basic earnings per share 19,829 16,623 19,498 16,102 Effects of convertible membership units 1,649 1,428 1,600 1,428 Weighted average number of common shares outstanding used in diluted earnings per share 21,478 18,051 21,098 17,530 Basic and diluted net earnings per common share $ 0.86 $ 0.89 $ 1.77 $ 1.70 In the table above, outstanding membership units are included in the diluted earnings per share calculation. However, because such membership units would also require that the share of the Operating Company income attributable to such membership units also be added back to net income, there is no effect on EPS. |
Supplemental Cash Flow Disclosu
Supplemental Cash Flow Disclosures | 6 Months Ended |
Jun. 30, 2018 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Disclosures | 15. Supplemental Cash Flow Disclosures Cash paid for interest was $23,071 and $15,457 for the six months ended June 30, 2018 and 2017, respectively. Cash paid for state income an franchise tax was $745 and $649 for the six months ended June 30, 2018 and 2017, respectively. The following are non-cash transactions and have been excluded from the accompanying Condensed Consolidated Statements of Cash Flows: • During the six months ended June 30, 2018 and 2017, the Corporation issued 298 and 241 shares, respectively, of common stock with a value of approximately $24,004 and $18,592, respectively, under the terms of the DRIP (see Note 13). • During the six months ended June 30, 2018 and 2017, the Company issued 194 and 103 membership units of the Operating Company in exchange for property contributed in UPREIT transactions valued at $15,797 and $8,278, respectively (see Note 11). • During the six months ended June 30, 2018, the Corporation cancelled nine thousand shares of common stock with a value of $748 that were pledged as collateral by a tenant. The cancellation of the shares was used to settle $748 in outstanding receivables associated with the tenant. • At June 30, 2018 and 2017, dividend amounts declared and accrued but not yet paid amounted to $9,366 and $7,630, respectively. • At June 30, 2018, acquisition costs related to the acquisition of rental property capitalized but not yet paid amounted to $272. • In connection with real estate transactions conducted during the six months ended June 30, 2018, the Company settled notes receivable in the amount of $6,527 in exchange for a reduction to the cash paid for the associated real estate assets. • In connection with fire damage incurred at three properties during the six months ended June 30, 2017, the Company recognized $2,857 in insurance recovery receivables which were a reduction to depreciation expense for the associated real estate assets. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies 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. In connection with ownership and operation of real estate, the Company may potentially be liable for cost 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. Tenant improvement allowances at June 30, 2018 and December 31, 2017 were as follows: (in thousands) June 30, 2018 December 31, 2017 Tenant improvement allowances $ 4,292 $ 5,669 Payments made for work completed under the tenant improvement allowances were as follows: (in thousands) For the six months ended June 30, 2018 For the year ended December 31, 2017 Payments for tenant improvement allowances $ 1,802 $ 6,598 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Through August 10, 2018, the Company has raised $23,573 through the sale of 285 shares of the Corporation’s common stock from monthly equity closings, including dividend reinvestments. Through August 10, 2018, the Company has paid $9,366 in distributions, including dividend reinvestments. Subsequent to June 30, 2018, the Company continued to expand its operations through the acquisition of additional rental property and associated intangible assets and liabilities. The Company acquired approximately $65,529 of rental property and associated intangible assets and liabilities (see Note 4). On August 9, 2018, the Board of Directors declared a distribution of $0.43 per share on the Corporation’s common stock and approved a distribution of $0.43 per membership unit of the Operating Company for monthly distributions through October 2018. The distributions are payable on or prior to the 15th of the following month to stockholders and unit holders of record on the last day of the month. In addition, the IDC determined the share value for the Corporation’s common stock and the Operating Company’s membership units to be $85.00 per share or unit for subscription agreements received from August 1, 2018 through October 31, 2018. Subsequent to June 30, 2018, the Operating Company paid off borrowings on the Revolver in the aggregate amount of $170,000 and drew additional borrowings on the Revolver in the aggregate amount of $74,500. The Company commenced a private offering of unsecured, fixed-rate, interest-only, guaranteed senior promissory notes. On July 2, 2018, the Company entered into a Note and Guaranty Agreement (the “NGA Agreement”) with each of the purchasers of the senior promissory notes. Under the NGA Agreement, the Operating Company will issue and sell senior promissory notes in two series (B series and C series), for an aggregate principal amount of $325,000. Series B Guaranteed Senior Notes provide for an aggregate principal amount of $225,000 with a fixed-rate of 5.09% through the maturity date of July 2, 2028 (the “Series B Notes”). Series C Guaranteed Senior Notes provide for an aggregate principal amount of $100,000 with a fixed-rate of 5.19% through the maturity date of July 2, 2030 (the “Series C Notes”). On July 2, 2018, the Operating Company issued $100,000 of the Series B Notes and $50,000 of the Series C Notes. The proceeds were used to pay off borrowings on the Revolver and is included in the Revolver activity disclosure above. The remaining $125,000 principal of the Series B Notes and $50,000 principal of the Series C Notes are expected to be funded on September 13, 2018. On July 31, 2018, the Company sold the Investment in related party, which was comprised of 100 non-voting convertible preferred units of the Manager, to a related party. The buyer was a related party through their ownership in the Manager. The preferred units were sold for an aggregate sales price of $18,500 and had a carrying value of $10,000 at the time of sale. The transaction was approved by the Board of Directors and the IDC. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Interim Information | Interim Information The accompanying unaudited 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 |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts and operations of the Corporation, the Operating Company and its consolidated subsidiaries, all of which are wholly owned by the Operating Company (collectively, 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 holds a 92.1% interest in the Operating Company at June 30, 2018, and is the sole managing member of the Operating Company, which gives the Corporation exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Company. Based on consolidation guidance, the Corporation concluded that the Operating Company is a VIE as the members in the Operating Company do not possess kick-out rights or substantive participating rights. Accordingly, the Corporation consolidates its interest in the Operating Company. However, as the Corporation holds the majority voting interest in the Operating Company, it qualifies for the exemption from providing certain disclosure requirements associated with investments in VIEs. The portion of the Operating Company 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 assets and 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 investment in rental property and intangible assets acquired and liabilities assumed, the value of long-lived assets, the provision for impairment, the depreciable lives of rental property, the amortizable lives of intangible assets and liabilities, the allowance for doubtful accounts, the fair value of assumed debt and notes payable, 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. |
Restricted Cash | Restricted Cash Restricted cash includes escrow funds the Company maintains pursuant to the terms of certain mortgage and notes payable and lease agreements, and undistributed proceeds from the sale of properties under Section 1031 of the Internal Revenue Code. |
Revenue Recognition | Revenue Recognition At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. A lease arrangement is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is greater than or equal to 75% of the underlying property’s estimated useful life, or (iv) the present value of the future minimum lease payments (excluding executory costs) is greater than or equal to 90% of the fair value of the leased property. If one or more of these criteria are met, and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease. Consistent with Financial Accounting Standards Board (“FASB”) ASC 840 , Leases, Revenue recognition methods for operating leases and direct financing leases are described below: Rental property accounted for under operating leases – Revenue is recognized as rents are earned on a straight-line basis over the non-cancelable terms of the related leases. In most cases, revenue recognition under operating leases begins when the lessee takes possession of, or controls, the physical use of the leased asset. Generally, this occurs on the lease commencement date. For leases that have fixed and measurable rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as Accrued rental income on the Condensed Consolidated Balance Sheets. Rental property accounted for under direct financing leases – The Company utilizes the direct finance method of accounting to record direct financing lease income. For a lease accounted for as a direct financing lease, the net investment in the direct financing lease represents receivables for the sum of future minimum lease payments and the estimated residual value of the leased property, less the unamortized unearned income. Unearned income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of return on the Company’s net investment in the leases. Adoption of ASU 2014-09, described further in Recently Adopted Accounting Standards |
Sales of Real Estate | Sales of Real Estate As described further in Recently Adopted Accounting Standards If the Company determines that it did not transfer control of the non-financial assets to the buyer, the Company will analyze the contract for separate performance obligations and allocate a portion of the sales price to each performance obligation. As performance obligations are satisfied, the Company will recognize the respective income in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company accounts for discontinued operations if disposals of properties represent a strategic shift in operations. Those strategic shifts would need to have a major effect on the Company’s operations and financial results in order to meet the definition. |
Rent Received in Advance | Rent Received in Advance Rent received in advance represents tenant payments received prior to the contractual due date and are included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rents received in advance at June 30, 2018 and December 31, 2017 are as follows: (in thousands) June 30, 2018 December 31, 2017 Rents received in advance $ 8,253 $ 8,585 |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Management periodically reviews the sufficiency of the allowance for doubtful accounts, taking into consideration its historical losses and existing economic conditions, and adjusts the allowance as it considers necessary. Uncollected tenant receivables are written off against the allowance when all possible means of collection have been exhausted. The following table summarizes the changes in the allowance for doubtful accounts for the six months ended June 30, 2018 and the year ended December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Beginning balance $ 742 $ 323 Provision for doubtful accounts 586 419 Write-offs (177 ) — Ending balance $ 1,151 $ 742 |
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 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 on the related debt are incurred and as the swap net settlements occur. 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. |
Non-controlling Interests | Non-controlling Interests Non-controlling interests represents the membership interests held in the Operating Company of 7.9% and 7.6% at June 30, 2018 and December 31, 2017, respectively, by third parties which are accounted for as a separate component of equity. The Company periodically adjusts the carrying value of non-controlling interests to reflect their share of the book value of the Operating Company. Such adjustments are recorded to Additional paid-in capital as a reallocation of Non-controlling interests in the Condensed Consolidated Statements of Stockholders’ Equity. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures, The balances of financial instruments measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 are as follows (see Note 10): June 30, 2018 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 30,169 $ — $ 30,169 $ — Interest rate swap, liabilities (184 ) — (184 ) — $ 29,985 $ — $ 29,985 $ — December 31, 2017 Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 11,008 $ — $ 11,008 $ — Interest rate swap, liabilities (5,020 ) — (5,020 ) — $ 5,988 $ — $ 5,988 $ — The Company has estimated that the carrying amount reported on the Condensed Consolidated Balance Sheets for Cash and cash equivalents, Restricted cash, Tenant and other receivables, net, Notes receivable, and Accounts payable and other liabilities approximates their fair values due to their short-term nature. 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 Mortgage and notes payable, net, Unsecured term notes, net, and Unsecured revolver at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Carrying amount $ 1,289,302 $ 1,181,470 Fair value 1,254,423 1,177,197 The fair value of the Company’s debt was estimated using Level 2 and Level 3 inputs based on 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 LIBOR, US treasury obligation interest rates, and on the 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 Company did not have any assets measured at fair value on a nonrecurring basis at June 30, 2018. |
Taxes Collected From Tenants and Remitted to Governmental Authorities | Taxes Collected From Tenants and Remitted to Governmental Authorities The Company’s properties are generally leased on a triple-net basis, which provides that the tenants are responsible for the payment of all property operating expenses, including, but not limited to, property taxes, maintenance, insurance, repairs, and capital costs, during the lease term. The Company records such expenses on a net basis. The following table summarizes the approximate property tax payments made directly to the taxing authorities by the Company’s tenants, pursuant to their lease obligations, for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Property taxes paid by tenants directly to taxing authority $ 2,786 $ 3,498 $ 11,968 $ 10,957 In some situations, the Company may collect property taxes from its tenants and remit those taxes to governmental authorities. Taxes collected from tenants and remitted to governmental authorities are presented on a gross basis, where revenue is included in Operating expenses reimbursed from tenants and expense is included in Property and operating expense in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. The following table summarizes taxes collected from tenants and remitted to governmental authorities for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Property taxes collected from tenants $ 1,215 $ 544 $ 2,410 $ 1,179 Property taxes remitted on behalf of tenants 1,316 560 2,473 1,199 |
Recently Adopted Accounting Standards and Other Recently Issued Accounting Standards | Recently Adopted Accounting Standards In August 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows—Restricted Cash. Reclassifications In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In February 2017, the FASB issued ASU 2017-05, Other Income Gains and Losses from the Derecognition of Nonfinancial Assets. Other Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) Taxes Collected From Tenants and Remitted to Governmental Authorities |
Reclassifications | Reclassifications As described below, certain prior period amounts have been reclassified to conform with the current period’s presentation. In connection with the adoption of ASU 2016-18, discussed in Recently Adopted Accounting Standards |
Business Description (Tables)
Business Description (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Economic Ownership Interest | The following table summarizes the economic ownership interest in the Operating Company as of June 30, 2018 and December 31, 2017: Percentage of shares owned by June 30, 2018 December 31, 2017 Corporation 92.1 % 92.4 % Non-controlling interests 7.9 % 7.6 % 100.0 % 100.0 % |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Rents Received in Advance | Rent received in advance represents tenant payments received prior to the contractual due date and are included in Accounts payable and other liabilities on the Condensed Consolidated Balance Sheets. Rents received in advance at June 30, 2018 and December 31, 2017 are as follows: (in thousands) June 30, 2018 December 31, 2017 Rents received in advance $ 8,253 $ 8,585 |
Summary of Changes in the Allowance for Doubtful Accounts | The following table summarizes the changes in the allowance for doubtful accounts for the six months ended June 30, 2018 and the year ended December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Beginning balance $ 742 $ 323 Provision for doubtful accounts 586 419 Write-offs (177 ) — Ending balance $ 1,151 $ 742 |
Balances of Financial Instruments Measured at Fair Value on Recurring Basis | The balances of financial instruments measured at fair value on a recurring basis at June 30, 2018 and December 31, 2017 are as follows (see Note 10): June 30, 2018 (in thousands) Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 30,169 $ — $ 30,169 $ — Interest rate swap, liabilities (184 ) — (184 ) — $ 29,985 $ — $ 29,985 $ — December 31, 2017 Total Level 1 Level 2 Level 3 Interest rate swap, assets $ 11,008 $ — $ 11,008 $ — Interest rate swap, liabilities (5,020 ) — (5,020 ) — $ 5,988 $ — $ 5,988 $ — |
Summary of Estimate of fair value of Mortgage and Notes Payable Net Unsecured Term Notes Net and Unsecured Revolver | 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 Mortgage and notes payable, net, Unsecured term notes, net, and Unsecured revolver at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Carrying amount $ 1,289,302 $ 1,181,470 Fair value 1,254,423 1,177,197 |
Schedule of the Approximate Property Tax Payments Made Directly to the Taxing Authorities By the Company’s Tenants | The following table summarizes the approximate property tax payments made directly to the taxing authorities by the Company’s tenants, pursuant to their lease obligations, for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Property taxes paid by tenants directly to taxing authority $ 2,786 $ 3,498 $ 11,968 $ 10,957 |
Schedule Of Property Taxes Collected And Remitted From Tenants Table Text Block | The following table summarizes taxes collected from tenants and remitted to governmental authorities for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Property taxes collected from tenants $ 1,215 $ 544 $ 2,410 $ 1,179 Property taxes remitted on behalf of tenants 1,316 560 2,473 1,199 |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property Management Agreement and Asset Management Agreement | |
Schedule of Related Party Transactions | Total fees incurred under the Property Management Agreement and Asset Management Agreement for the three and six months ended June 30, 2018 and 2017, are as follows: (in thousands) For the three months ended June 30, For the six months ended June 30, Type of Fee Financial Statement Presentation 2018 2017 2018 2017 Asset management fee Asset management fees $ 4,313 $ 3,629 $ 8,456 $ 6,822 Property management fee Property management fees 1,595 1,218 3,112 2,386 Total management fee expense 5,908 4,847 11,568 9,208 Marketing fee (offering costs) Additional paid-in capital 301 391 525 802 Acquisition fee Capitalized as a component of assets acquired 1,380 1,032 2,386 1,929 Leasing fee Leasing fees, net 392 899 1,177 1,796 Disposition fee Gain on sale of real estate 155 240 323 303 Total management fees $ 8,136 $ 7,409 $ 15,979 $ 14,038 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions Closed | The Company closed on the following acquisitions during the six months ended June 30, 2018: (in thousands, except number of properties) Date Property Type Number of Properties Real Estate Acquisition Price March 27, 2018 Industrial 1 $ 22,000 March 30, 2018 Retail/Industrial 26 78,530 April 30, 2018 Other 1 16,170 June 6, 2018 Industrial 1 8,500 June 14, 2018 Industrial 1 39,700 June 14, 2018 Retail 6 14,479 June 21, 2018 Retail 1 20,231 June 21, 2018 Industrial 1 38,340 (a) June 29, 2018 Industrial 1 10,400 June 29, 2018 Retail 2 6,433 41 $ 254,783 (b) (a) (b) The Company closed on the following acquisitions during the six months ended June 30, 2017: (in thousands, except number of properties) Date Property Type Number of Properties Real Estate Acquisition Price January 18, 2017 Retail 1 $ 2,520 March 1, 2017 Retail 9 87,196 April 28, 2017 Retail 25 48,898 June 2, 2017 Healthcare 2 13,300 June 15, 2017 Retail 2 2,700 June 30, 2017 Industrial 2 12,250 June 30, 2017 Healthcare 7 25,989 48 $ 192,853 (c) (c) Subsequent to June 30, 2018, the Company closed on the following acquisitions (see Note 17): (in thousands, except number of properties) Date Property Type Number of Properties Acquisition Price July 12, 2018 Industrial 1 $ 11,212 July 17, 2018 Office 1 34,670 July 17, 2018 Retail 5 14,845 August 6, 2018 Industrial 2 4,802 9 $ 65,529 |
Purchase Price Allocation for Acquisitions | The following table summarizes the purchase price allocation for acquisitions completed during the six months ended June 30, 2018 and 2017, discussed above: For the six months ended June 30, (in thousands) 2018 2017 Land $ 34,765 $ 11,483 Land improvements 13,051 15,388 Buildings and other improvements 191,713 147,306 Acquired in-place leases (d) 24,995 20,838 Acquired above-market leases (e) 2,527 9,568 Acquired below-market leases (f) (7,526 ) (11,126 ) Direct financing investments 430 3,546 Mortgage payable (20,845 ) — $ 239,110 $ 197,003 (d) (e) (f) |
Sale of Real Estate (Tables)
Sale of Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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, during the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands, except number of properties) 2018 2017 2018 2017 Number of properties disposed 6 5 11 6 Aggregate sale price $ 15,529 $ 24,125 $ 32,342 $ 30,445 Aggregate carrying value (10,295 ) (17,521 ) (22,694 ) (22,649 ) Additional sales expenses (978 ) (1,127 ) (2,053 ) (1,516 ) Gain on sale of real estate $ 4,256 $ 5,477 $ 7,595 $ 6,280 |
Investment in Rental Property32
Investment in Rental Property and Lease Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Rental Property Subject to Non-cancelable Operating Leases | Rental property subject to non-cancelable operating leases with tenants are as follows at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Land $ 377,906 $ 348,940 Land improvements 222,704 211,674 Buildings 1,937,063 1,754,796 Tenant improvements 2,777 11,425 Equipment 8,597 7,689 2,549,047 2,334,524 Less accumulated depreciation (175,671 ) (148,383 ) $ 2,373,376 $ 2,186,141 Depreciation expense on investment in rental property was as follows for the three months and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Depreciation $ 15,985 $ 11,924 $ 31,149 $ 23,855 |
Minimum Future Rental Receipts Required under Non-cancelable Operating Leases | Estimated minimum future rental receipts required under non-cancelable operating leases with tenants at June 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 101,964 2019 207,246 2020 210,613 2021 213,778 2022 216,274 Thereafter 2,054,707 $ 3,004,582 |
Net Investment in Direct Financing Leases | The Company’s net investment in direct financing leases is as follows at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Minimum lease payments to be received $ 78,836 $ 77,889 Estimated unguaranteed residual values 20,358 19,758 Less unearned revenue (57,171 ) (56,030 ) Net investment in direct financing leases $ 42,023 $ 41,617 |
Direct Financing Leases, Lease Receivable Maturity | Minimum future rental receipts required under non-cancelable direct financing leases with tenants at June 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 2,006 2019 4,076 2020 4,194 2021 4,283 2022 4,369 Thereafter 59,908 $ 78,836 |
Intangible Assets and Liabili33
Intangible Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Liabilities Relating to Amortization | The following is a summary of intangible assets and liabilities and related accumulated amortization at June 30, 2018 and December 31, 2017: (in thousands) June 30, 2018 December 31, 2017 Lease intangibles: Acquired above-market leases $ 61,601 $ 59,502 Less accumulated amortization (12,351 ) (9,183 ) Acquired above-market leases, net 49,250 50,319 Acquired in-place leases 241,148 216,858 Less accumulated amortization (32,104 ) (24,518 ) Acquired in-place leases, net 209,044 192,340 Total intangible lease assets, net $ 258,294 $ 242,659 Acquired below-market leases $ 97,882 $ 91,667 Less accumulated amortization (12,440 ) (9,923 ) Intangible lease liabilities, net $ 85,442 $ 81,744 Leasing fees $ 17,208 $ 16,286 Less accumulated amortization (3,108 ) (2,732 ) Leasing fees, net $ 14,100 $ 13,554 |
Schedule of Amortization Expense for Intangible Lease Assets and Liabilities | Amortization expense for intangible lease assets and liabilities for the three and six months ended June 30, 2018 and 2017 is as follows: (in thousands) For the three months ended June 30, For the six months ended June 30, Intangible Financial Statement Presentation 2018 2017 2018 2017 Acquired in-place leases and leasing fees Depreciation and amortization $ 4,247 $ 2,809 $ 8,285 $ 5,471 Above-market and below-market leases Rental income from operating leases (289 ) (188 ) (467 ) (388 ) |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future amortization of intangible assets and liabilities at June 30, 2018 is as follows: (in thousands) Remainder of 2018 $ 8,202 2019 14,842 2020 14,710 2021 14,670 2022 14,523 Thereafter 120,005 $ 186,952 |
Unsecured Credit Agreements (Ta
Unsecured Credit Agreements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Debt Issuance Cost Amortization | The following table summarizes debt issuance cost amortization for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 Debt issuance costs amortization $ 472 $ 433 $ 934 $ 857 |
Unsecured Debt | |
Summary of Unsecured Credit Agreements | The following table summarizes the Company’s unsecured credit agreements at June 30, 2018 and December 31, 2017: Outstanding Balance (in thousands) June 30, 2018 December 31, 2017 Interest Rate (c) Maturity Date 2015 Unsecured Term Loan Agreement (a) $ 325,000 $ 325,000 one-month LIBOR + 1.40% Feb. 2019 (e) 2017 Unsecured Revolving Credit and Term Loan Agreement (a) Revolver 272,500 273,000 one- and three- month LIBOR + 1.20% (d) Jan. 2022 5.5-Year term loan 265,000 265,000 one- month LIBOR + 1.35% Jan. 2023 7-Year term loan (f) 190,000 100,000 one- month LIBOR + 1.90% Jun. 2024 727,500 638,000 2017 Senior Notes (a) 150,000 150,000 4.84% Apr. 2027 Total 1,202,500 1,113,000 Debt issuance costs, net (b) (2,636 ) (3,088 ) $ 1,199,864 $ 1,109,912 (a) The Company believes it was in compliance with all financial covenants for all periods presented. (b) Amounts presented include debt issuance costs, net, related to the unsecured term notes and senior notes only. (c) (d) (e) (f) |
Mortgages and Notes Payable (Ta
Mortgages and Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Extinguished Mortgages | The following table summarize the mortgages extinguished by the Company during the six months ended June 30, 2018 and the year ended December 31, 2017: (in thousands) For the six months ended June 30, 2018 For the year ended December 31, 2017 Number 1 7 Outstanding balance of Mortgages $ 995 $ 48,108 |
Summary of Cost Extinguished Mortgages | The following table summarizes the cost of mortgage extinguishment for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands, except number of mortgages extinguished) 2018 2017 2018 2017 Cost of mortgage extinguishment $ 51 $ 12 $ 51 $ 60 |
Schedule of Estimated Future Principal Payments | Estimated future principal payments to be made under the above mortgage and note payable agreements and the Company’s unsecured credit agreements (see Note 8) at June 30, 2018 are as follows: (in thousands) Remainder of 2018 $ 1,731 2019 328,644 2020 9,081 2021 18,584 2022 275,566 Thereafter 655,696 $ 1,289,302 |
Secured Debt | |
Summary of Unsecured Credit Agreements | The Company’s mortgages and notes payable consist of the following at June 30, 2018 and December 31, 2017: (in thousands, except interest rates) Lender Original Date (Month/Year) Maturity Date (Month/Year) Interest Rate June 30, 2018 December 31, 2017 (1) Wilmington Trust National Association Jun-18 Aug-25 4.36% $ 20,845 $ — (a) (b) (c) (m) (2) PNC Bank Oct-16 Nov-26 3.62% 18,442 18,622 (b) (c) (3) Sun Life Mar-12 Oct-21 5.13% 11,482 11,670 (b) (g) (4) Aegon Apr-12 Oct-23 6.38% 8,836 9,168 (b) (h) (5) Symetra Financial Nov-17 Oct-26 3.65% 6,577 6,685 (a) (b) (k) (l) (6) Siemens Financial Services, Inc. Sep-10 Sep-20 5.47% 5,721 5,820 (a) (b) (7) Legg Mason Mortgage Capital Corporation Aug-10 Aug-22 7.06% 5,197 5,670 (b) (e) (8) M&T Bank Oct-17 Aug-21 1- month LIBOR+3% 5,118 5,183 (b) (d) (i) (j) (9) Standard Insurance Co. Apr-09 May-34 6.88% 1,782 1,813 (b) (c) (f) (10) Columbian Mutual Life Insurance Company Aug-10 Sep-25 7.00% 1,480 1,500 (b) (c) (d) (11) Note holders Dec-08 Dec-23 6.25% 750 750 (d) (12) Standard Insurance Co. Jul-10 Aug-30 6.75% 572 581 (b) (c) (d) (f) (13) Symetra Financial Mar-11 Apr-31 6.34% — 1,008 (a) (b) 86,802 68,470 Debt issuance costs, net (560 ) (638 ) $ 86,242 $ 67,832 (a) Non-recourse debt includes the indemnification/guaranty of the Corporation and/or Operating Company 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 Operating Company. (d) Debt secured by guaranty of the Corporation. (e) Debt is guaranteed by a third party. (f) The interest rate represents the initial interest rate on the respective notes. The interest rate will be adjusted at Standard Insurance’s discretion at certain times throughout the term of the note, ranging from 59 to 239 months, and the monthly installments will be adjusted accordingly. At the time Standard Insurance may adjust the interest rate for notes payable, the Company has the right to prepay the note without penalty. (g) 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. (h) 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. (i) The Company entered into an interest rate swap agreement in connection with the mortgage note, as further described in Note 10. (j) 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. (k) Mortgage was assumed in November 2017 as part of the acquisition of the related property. The debt was recorded at fair value at the time of the assumption. (l) The interest rate will be adjusted to the holder’s quoted five-year commercial mortgage rate for similar size and quality. (m) 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 the assumption. |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 at June 30, 2018 and December 31, 2017: (in thousands, except interest rates) Fair Value Counterparty Maturity Date Fixed Rate Variable Rate Index Notional Amount June 30, 2018 December 31, 2017 Bank of America, N.A. November 2023 2.80 % one-month LIBOR $ 25,000 $ (64 ) $ (863 ) Bank of Montreal July 2024 1.16 % one-month LIBOR 40,000 3,566 2,503 Bank of Montreal January 2025 1.91 % one-month LIBOR 25,000 1,260 464 Bank of Montreal July 2025 2.32 % one-month LIBOR 25,000 692 (194 ) Bank of Montreal January 2026 1.92 % one-month LIBOR 25,000 1,435 561 Bank of Montreal January 2026 2.05 % one-month LIBOR 40,000 1,944 520 Bank of Montreal December 2026 2.33 % one-month LIBOR 10,000 334 (63 ) Bank of Montreal December 2027 2.37 % one-month LIBOR 25,000 878 (192 ) Capital One, N.A. December 2021 1.05 % one-month LIBOR 15,000 844 607 Capital One, N.A. December 2024 1.58 % one-month LIBOR 15,000 1,061 603 Capital One, N.A. January 2026 2.08 % one-month LIBOR 35,000 1,680 399 Capital One, N.A. July 2026 1.32 % one-month LIBOR 35,000 3,743 2,565 Capital One, N.A. December 2027 2.37 % one-month LIBOR 25,000 913 (189 ) Capital One, N.A. April 2026 2.68 % one-month LIBOR 25,000 171 — M&T Bank August 2021 1.02 % one-month LIBOR 5,118 245 182 (a), (b) M&T Bank September 2022 2.83 % one-month LIBOR 25,000 (120 ) (810 ) M&T Bank November 2023 2.65 % one-month LIBOR 25,000 102 (686 ) Regions Bank March 2018 1.77 % one-month LIBOR — — (9 ) (c) Regions Bank March 2019 1.91 % three-month LIBOR 25,000 108 2 Regions Bank May 2020 2.12 % one-month LIBOR 50,000 411 (153 ) Regions Bank March 2022 2.43 % three-month LIBOR 25,000 354 (254 ) Regions Bank December 2023 1.18 % one-month LIBOR 25,000 2,021 1,402 SunTrust Bank April 2024 1.99 % one-month LIBOR 25,000 1,015 261 SunTrust Bank April 2025 2.20 % one-month LIBOR 25,000 869 — SunTrust Bank July 2025 1.99 % one-month LIBOR 25,000 1,245 386 SunTrust Bank December 2025 2.30 % one-month LIBOR 25,000 802 (138 ) SunTrust Bank January 2026 1.93 % one-month LIBOR 25,000 1,443 553 Wells Fargo Bank, N.A. February 2021 2.39 % one-month LIBOR 35,000 231 (369 ) Wells Fargo Bank, N.A. October 2024 2.72 % one-month LIBOR 15,000 24 (510 ) Wells Fargo Bank, N.A. January 2028 2.37 % one-month LIBOR 75,000 2,670 (590 ) Wells Fargo Bank, N.A. April 2027 2.72 % one-month LIBOR 25,000 108 — $ 29,985 $ 5,988 (a) (b) Interest rate swap was assumed in October 2017 as part of an UPREIT transaction. (c) |
Total Loss Recognized and Location of 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, from converting from variable rates to fixed rates under these agreements is as follows for the three and six months ended June 30, 2018 and 2017: Total Interest Expense (in thousands) Presented in the Amount of Gain (Loss) Recognized Reclassification from Accumulated Other Consolidated Statements of in Accumulated Other Comprehensive Income Income and Comprehensive Three Months Ended June 30, Comprehensive Income Location Amount of Loss Income 2018 $ 7,042 Interest expense $ 354 $ 12,454 2017 (4,291 ) Interest expense 802 7,860 (in thousands) Total Interest Expense Presented in the Amount of Gain (Loss) Recognized Reclassification from Accumulated Other Consolidated Statements of in Accumulated Other Comprehensive Income Income and Comprehensive Six Months Ended June 30, Comprehensive Income Location Amount of Loss Income 2018 $ 23,997 Interest expense $ 1,267 $ 23,631 2017 (1,731 ) Interest expense 2,704 15,802 |
Noncontrolling Interest (Tables
Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |
Schedule of Rental Income Recognized | The Company recognized rental income related to UPREIT transactions for the three and six months ended June 30, 2018 and 2017 as follows: For the three months ended June 30, For the six months ended June 30, (in thousands) 2018 2017 2018 2017 UPREIT rental income $ 3,721 $ 2,960 $ 7,431 $ 5,964 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of Redemptions under Company's Share Redemption Program | The following table summarizes redemptions under the Share Redemption Program for the three and six months ended June 30, 2018 and 2017: For the three months ended June 30, For the six months ended June 30, (in thousands, except number of stockholders) 2018 2017 2018 2017 Number of stockholders 14 6 22 24 Number of shares 28 21 74 39 Aggregate redemption price $ 2,312 $ 1,637 $ 5,889 $ 3,016 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, For the six months ended June 30, (in thousands, except per share) 2018 2017 2018 2017 Basic earnings: Net earnings attributable to Broadstone Net Lease, Inc. $ 16,974 $ 14,727 $ 34,546 $ 27,320 Diluted earnings: Net earnings attributable to Broadstone Net Lease, Inc. $ 16,974 $ 14,727 $ 34,546 $ 27,320 Net earnings attributable to non-controlling interests 1,412 1,265 2,834 2,418 $ 18,386 $ 15,992 $ 37,380 $ 29,738 Basic and diluted weighted average shares outstanding: Weighted average number of common shares outstanding used in basic earnings per share 19,829 16,623 19,498 16,102 Effects of convertible membership units 1,649 1,428 1,600 1,428 Weighted average number of common shares outstanding used in diluted earnings per share 21,478 18,051 21,098 17,530 Basic and diluted net earnings per common share $ 0.86 $ 0.89 $ 1.77 $ 1.70 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Tenant Improvement Allowances | Tenant improvement allowances at June 30, 2018 and December 31, 2017 were as follows: (in thousands) June 30, 2018 December 31, 2017 Tenant improvement allowances $ 4,292 $ 5,669 |
Summary of Payment for Work Completed Under Tenant Improvement Allowances | Payments made for work completed under the tenant improvement allowances were as follows: (in thousands) For the six months ended June 30, 2018 For the year ended December 31, 2017 Payments for tenant improvement allowances $ 1,802 $ 6,598 |
Business Description - Addition
Business Description - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018PropertyState | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Date of incorporation | Oct. 18, 2007 |
Number of leased commercial properties owned | Property | 558 |
Number of States in which properties located | State | 42 |
Business Description - Summary
Business Description - Summary of Economic Ownership Interest (Detail) | Jun. 30, 2018 | Dec. 31, 2017 |
Business Description [Line Items] | ||
Percentage of shares owned by, non-controlling interest | 7.90% | 7.60% |
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% |
Broadstone Net Lease, LLC | ||
Business Description [Line Items] | ||
Percentage of shares owned by, Corporation | 92.10% | 92.40% |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||
Lessor operating lease description | A lease arrangement is classified as an operating lease if none of the following criteria are met: (i) ownership transfers to the lessee prior to or shortly after the end of the lease term, (ii) lessee has a bargain purchase option during or at the end of the lease term, (iii) the lease term is greater than or equal to 75% of the underlying property’s estimated useful life, or (iv) the present value of the future minimum lease payments (excluding executory costs) is greater than or equal to 90% of the fair value of the leased property. If one or more of these criteria are met, and the minimum lease payments are determined to be reasonably predictable and collectible, the lease arrangement is generally accounted for as a direct financing lease. Consistent with Financial Accounting Standards Board (“FASB”) ASC 840, Leases, if the fair value of the land component is 25% or more of the total fair value of the leased property, the land is considered separately from the building for purposes of applying the lease term and minimum lease payments criterion in (iii) and (iv) above. | ||
Lease term as percentage of property's useful life | 75.00% | ||
Present value of future minimum lease payments as percentage of fair value of leased property | 90.00% | ||
Fair value of land component as percentage of leased property | 25.00% | ||
Percentage of economic interests owned by non-controlling interests | 7.90% | 7.60% | |
ASU 2016-18 | |||
Significant Accounting Policies [Line Items] | |||
Change in restricted cash removed from investing activities | $ (6,551) | ||
Broadstone Net Lease, LLC | |||
Significant Accounting Policies [Line Items] | |||
Percentage of economic interests owned | 92.10% | 92.40% |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Summary of Rents Received in Advance (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Revenue From Contract With Customer [Abstract] | ||
Rents received in advance | $ 8,253 | $ 8,585 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Summary of Changes in the Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Accounts Notes Loans And Financing Receivable Gross Allowance And Net [Abstract] | ||
Beginning balance | $ 742 | $ 323 |
Provision for doubtful accounts | 586 | 419 |
Write-offs | (177) | |
Ending balance | $ 1,151 | $ 742 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - Balances of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | $ 30,169 | $ 11,008 |
Interest rate swap, liabilities | (184) | (5,020) |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | 30,169 | 11,008 |
Interest rate swap, liabilities | (184) | (5,020) |
Interest rate derivatives, at fair value, net | 29,985 | 5,988 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Interest rate swap, assets | 30,169 | 11,008 |
Interest rate swap, liabilities | (184) | (5,020) |
Interest rate derivatives, at fair value, net | $ 29,985 | $ 5,988 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Summary of Estimate of fair value of Mortgage and Notes Payable Net Unsecured Term Notes Net and Unsecured Revolver (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Summary Of Significant Accounting Policies [Abstract] | ||
Carrying amount | $ 1,289,302 | $ 1,181,470 |
Fair value | $ 1,254,423 | $ 1,177,197 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Schedule of the Approximate Property Tax Payments Made Directly to the Taxing Authorities By the Company's Tenants (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Tenants | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property taxes paid by tenants directly to taxing authority | $ 2,786 | $ 3,498 | $ 11,968 | $ 10,957 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Summary Of Taxes Collected from Tenants and Taxes Remitted to Governmental Authorities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Summary Of Significant Accounting Policies [Abstract] | ||||
Property taxes collected from tenants | $ 1,215 | $ 544 | $ 2,410 | $ 1,179 |
Property taxes remitted on behalf of tenants | $ 1,316 | $ 560 | $ 2,473 | $ 1,199 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)Property | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | ||
Property management agreement, amendment description | The Property Management Agreement will automatically renew on January 1, 2019 for three years ending December 31, 2021, subject to earlier termination pursuant to the terms of the Property Management Agreement. The Property Management Agreement provides for termination (i) immediately by the Corporation’s Independent Directors Committee (“IDC”) for Cause, as defined in the Property Management Agreement, (ii) by the IDC, upon 30 days’ written notice to the Manager, in connection with a change of control of the Manager, as defined in the Property Management Agreement, (iii) by the IDC, by providing the Manager with written notice of termination not less than one year prior to the last calendar day of any renewal term, (iv) by the Manager upon written notice to the Company not less than one year prior to the last calendar day of any renewal period, (v) automatically in the event of a Termination Event, and (vi) by the IDC upon a Key Person Event. | |
Management Cosideration Fee | 1.00% | |
Asset management agreement amendment description | The Asset Management Agreement will automatically renew on January 1, 2019 for three years ending December 31, 2021, subject to earlier termination pursuant to the terms of the Asset Management Agreement. The Asset Management Agreement provides for termination (i) immediately by the IDC for Cause, as defined in the Asset Management Agreement, (ii) by the IDC, upon 30 days’ written notice to the Asset Manager, in connection with a change in control of the Asset Manager, as defined in the Asset Management Agreement, (iii) by the IDC, by providing the Asset Manager with written notice of termination not less than one year prior to the last calendar of any renewal term, (iv) by the Asset Manager upon written notice to the Company not less than one year prior to the last calendar day of any renewal period, (v) automatically in the event of a Disposition Event, and (vi) by the IDC upon a Key Person Event. | |
Due to related parties | $ 915 | $ 722 |
Manager and Asset Manager | ||
Related Party Transaction [Line Items] | ||
Due to related parties | 915 | $ 722 |
Property Management Agreement | ||
Related Party Transaction [Line Items] | ||
Termination fees | $ 17,145 | |
Property Management Agreement | Existing Tenant | ||
Related Party Transaction [Line Items] | ||
Existing rental property re-leasing fees term | 1 month | |
Property Management Agreement | New Tenant | ||
Related Party Transaction [Line Items] | ||
Existing rental property re-leasing fees term | 2 months | |
Property Management Agreement | 3% Gross Rentals Property | ||
Related Party Transaction [Line Items] | ||
Gross rental percentage | 3.00% | |
Property Management Agreement | 5% Gross Rentals Property | ||
Related Party Transaction [Line Items] | ||
Gross rental percentage | 5.00% | |
Number of property | Property | 1 | |
Asset Management Agreement | ||
Related Party Transaction [Line Items] | ||
Receivable interest rate | 0.25% | |
Interest rate paid from proceed | 0.50% | |
Asset Management Agreement | Maximum | ||
Related Party Transaction [Line Items] | ||
Termination fees | $ 49,167 | |
Asset Management Agreement | Amendment Details | ||
Related Party Transaction [Line Items] | ||
Percentage of gross purchase price paid | 1.00% | |
Asset Management Agreement | Amendment Details One | ||
Related Party Transaction [Line Items] | ||
Percentage of gross purchase price paid | 2.00% | |
Asset Management Agreement | Amendment Details Two | ||
Related Party Transaction [Line Items] | ||
Percentage of gross sale price received | 1.00% |
Related Party Transactions - Ma
Related Party Transactions - Management Fees Incurred With Related Parties (Detail) - Property Management Agreement and Asset Management Agreement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | $ 8,136 | $ 7,409 | $ 15,979 | $ 14,038 |
Asset Management Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | 4,313 | 3,629 | 8,456 | 6,822 |
Property Management Fee | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | 1,595 | 1,218 | 3,112 | 2,386 |
Management Fee Expense | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | 5,908 | 4,847 | 11,568 | 9,208 |
Marketing Fee (Offering Costs) | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | 301 | 391 | 525 | 802 |
Acquisition Fee | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | 1,380 | 1,032 | 2,386 | 1,929 |
Leasing Fee | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | 392 | 899 | 1,177 | 1,796 |
Disposition Fee | ||||
Related Party Transaction [Line Items] | ||||
Expenses incurred with related parties | $ 155 | $ 240 | $ 323 | $ 303 |
Acquisitions - Acquisitions Clo
Acquisitions - Acquisitions Closed - (Detail) $ in Thousands | Aug. 06, 2018USD ($)Property | Jul. 17, 2018USD ($)Property | Jul. 12, 2018USD ($)Property | Jun. 29, 2018USD ($)Property | Jun. 21, 2018USD ($)Property | Jun. 14, 2018USD ($)Property | Jun. 06, 2018 | Apr. 30, 2018USD ($)Property | Mar. 30, 2018USD ($)Property | Mar. 27, 2018USD ($)Property | Jun. 30, 2017USD ($)Property | Jun. 15, 2017USD ($)Property | Jun. 02, 2017USD ($)Property | Apr. 28, 2017USD ($)Property | Mar. 01, 2017USD ($)Property | Jan. 18, 2017USD ($)Property | Aug. 10, 2018USD ($)Property | Jun. 30, 2018USD ($)Property | Jun. 30, 2017USD ($)Property |
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Properties | Property | 48 | 41 | 48 | ||||||||||||||||
Real Estate Acquisition Price | $ | $ 254,783 | $ 192,853 | |||||||||||||||||
Subsequent Event | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of Properties | Property | 9 | ||||||||||||||||||
Real Estate Acquisition Price | $ | $ 65,529 | ||||||||||||||||||
Industrial | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Industrial | Industrial | Industrial | Industrial | Industrial | Industrial | |||||||||||||
Number of Properties | Property | 1 | 1 | 1 | 1 | 2 | 1 | 2 | ||||||||||||
Real Estate Acquisition Price | $ | $ 10,400 | $ 38,340 | $ 39,700 | $ 22,000 | $ 12,250 | $ 8,500 | |||||||||||||
Industrial | Subsequent Event | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Industrial | Industrial | |||||||||||||||||
Number of Properties | Property | 2 | 1 | |||||||||||||||||
Real Estate Acquisition Price | $ | $ 4,802 | $ 11,212 | |||||||||||||||||
Retail/Industrial | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Retail/Industrial | ||||||||||||||||||
Number of Properties | Property | 26 | ||||||||||||||||||
Real Estate Acquisition Price | $ | $ 78,530 | ||||||||||||||||||
Other | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Other | ||||||||||||||||||
Number of Properties | Property | 1 | ||||||||||||||||||
Real Estate Acquisition Price | $ | $ 16,170 | ||||||||||||||||||
Retail | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Retail | Retail | Retail | Retail | Retail | Retail | Retail | ||||||||||||
Number of Properties | Property | 2 | 1 | 6 | 2 | 25 | 9 | 1 | ||||||||||||
Real Estate Acquisition Price | $ | $ 6,433 | $ 20,231 | $ 14,479 | $ 2,700 | $ 48,898 | $ 87,196 | $ 2,520 | ||||||||||||
Retail | Subsequent Event | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Retail | ||||||||||||||||||
Number of Properties | Property | 5 | ||||||||||||||||||
Real Estate Acquisition Price | $ | $ 14,845 | ||||||||||||||||||
Healthcare | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Healthcare | Healthcare | |||||||||||||||||
Number of Properties | Property | 7 | 2 | 7 | ||||||||||||||||
Real Estate Acquisition Price | $ | $ 25,989 | $ 13,300 | |||||||||||||||||
Office | Subsequent Event | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Property Type | Office | ||||||||||||||||||
Number of Properties | Property | 1 | ||||||||||||||||||
Real Estate Acquisition Price | $ | $ 34,670 |
Acquisitions - Acquisitions C53
Acquisitions - Acquisitions Closed (Parenthetical) - (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Business Combinations [Abstract] | ||
Mortgages assumed | $ 20,845 | $ 0 |
Interest rate | 4.36% | |
Mortgage, Maturity date | Aug. 31, 2025 | |
Acquisition costs capitalized | $ 5,172 | $ 4,150 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation for Acquisitions (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Business Acquisition [Line Items] | ||
Direct financing investments | $ 430 | $ 3,546 |
Mortgage payable | (20,845) | |
Business combination, recognized identifiable assets acquired and liabilities assumed, assets | 239,110 | 197,003 |
Land | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 34,765 | 11,483 |
Land Improvements | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 13,051 | 15,388 |
Buildings and Other Improvements | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, property, plant, and equipment | 191,713 | 147,306 |
Acquired In-Place Leases | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 24,995 | 20,838 |
Acquired Above-Market Leases | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | 2,527 | 9,568 |
Acquired Below-Market Leases | ||
Business Acquisition [Line Items] | ||
Business combination, recognized identifiable assets acquired and liabilities assumed, Intangible assets | $ (7,526) | $ (11,126) |
Acquisitions - Purchase Price55
Acquisitions - Purchase Price Allocation for Acquisitions (Parenthetical) - (Detail) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Acquired In-Place Leases | ||
Business Acquisition [Line Items] | ||
Weighted average amortization period | 16 years | 18 years |
Acquired Above-Market Leases | ||
Business Acquisition [Line Items] | ||
Weighted average amortization period | 18 years | 19 years |
Acquired Below-Market Leases | ||
Business Acquisition [Line Items] | ||
Weighted average amortization period | 14 years | 18 years |
Sale of Real Estate - Schedule
Sale of Real Estate - Schedule of Sale of Real Estate (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)Property | Jun. 30, 2017USD ($)Property | Jun. 30, 2018USD ($)Property | Jun. 30, 2017USD ($)Property | |
Real Estate [Abstract] | ||||
Number of properties disposed | Property | 6 | 5 | 11 | 6 |
Aggregate sale price | $ 15,529 | $ 24,125 | $ 32,342 | $ 30,445 |
Aggregate carrying value | (10,295) | (17,521) | (22,694) | (22,649) |
Additional sales expenses | (978) | (1,127) | (2,053) | (1,516) |
Gain on sale of real estate | $ 4,256 | $ 5,477 | $ 7,595 | $ 6,280 |
Investment in Rental Property57
Investment in Rental Property and Lease Arrangements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018Property | |
Lessor Lease Description [Line Items] | |
Number of real estate properties under operating leases | 542 |
Number of real estate properties under direct financing leases | 16 |
Number of real estate properties under direct financing leases that include land option | 4 |
Lessor, operating lease, existence of option to extend | true |
Lessor, direct financing 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 Property58
Investment in Rental Property and Lease Arrangements - Rental Property Subject to Non-cancelable Operating Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | $ 2,549,047 | $ 2,334,524 |
Less accumulated depreciation | (175,671) | (148,383) |
Rental property subject to non-cancelable operating leases, net | 2,373,376 | 2,186,141 |
Land | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 377,906 | 348,940 |
Land Improvements | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 222,704 | 211,674 |
Building | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 1,937,063 | 1,754,796 |
Tenant improvements | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | 2,777 | 11,425 |
Equipment | ||
Property Subject To Or Available For Operating Lease [Line Items] | ||
Rental property subject to non-cancelable operating leases, gross | $ 8,597 | $ 7,689 |
Investment in Rental Property59
Investment in Rental Property and Lease Arrangements - Summary of Depreciation Expense on Investment in Rental Property (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Leases [Abstract] | ||||
Depreciation | $ 15,985 | $ 11,924 | $ 31,149 | $ 23,855 |
Investment in Rental Property60
Investment in Rental Property and Lease Arrangements - Minimum Future Rental Receipts Required under Non-cancelable Operating Leases (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Lessor Operating Lease Payments Fiscal Year Maturity [Abstract] | |
Remainder of 2018 | $ 101,964 |
2,019 | 207,246 |
2,020 | 210,613 |
2,021 | 213,778 |
2,022 | 216,274 |
Thereafter | 2,054,707 |
Estimated minimum future rental receipts required under non-cancelable operating leases | $ 3,004,582 |
Investment in Rental Property61
Investment in Rental Property and Lease Arrangements - Net Investment in Direct Financing Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||
Minimum lease payments to be received | $ 78,836 | $ 77,889 |
Estimated unguaranteed residual values | 20,358 | 19,758 |
Less unearned revenue | (57,171) | (56,030) |
Net investment in direct financing leases | $ 42,023 | $ 41,617 |
Investment in Rental Property62
Investment in Rental Property and Lease Arrangements - Minimum Future Rental Receipts Required under Non-cancelable Direct Financing Leases (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Capital Leases Future Minimum Payments Receivable [Abstract] | |
Remainder of 2018 | $ 2,006 |
2,019 | 4,076 |
2,020 | 4,194 |
2,021 | 4,283 |
2,022 | 4,369 |
Thereafter | 59,908 |
Minimum future rental receipts required under non-cancelable direct financing leases | $ 78,836 |
Intangible Assets and Liabili63
Intangible Assets and Liabilities - Schedule of Intangible Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Lease intangibles: | ||
Intangible lease assets, net | $ 258,294 | $ 242,659 |
Acquired below-market leases | 97,882 | 91,667 |
Less accumulated amortization | (12,440) | (9,923) |
Intangible lease liabilities, net | 85,442 | 81,744 |
Leasing fees | 17,208 | 16,286 |
Less accumulated amortization | (3,108) | (2,732) |
Leasing fees, net | 14,100 | 13,554 |
Acquired Above-Market Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 61,601 | 59,502 |
Less accumulated amortization | (12,351) | (9,183) |
Intangible lease assets, net | 49,250 | 50,319 |
Acquired In-Place Leases | ||
Lease intangibles: | ||
Intangible lease assets, gross | 241,148 | 216,858 |
Less accumulated amortization | (32,104) | (24,518) |
Intangible lease assets, net | $ 209,044 | $ 192,340 |
Intangible Assets and Liabili64
Intangible Assets and Liabilities - Schedule of Amortization Expense for Intangible Lease Assets and Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Acquired In-Place Leases | Depreciation and Amortization | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ 4,247 | $ 2,809 | $ 8,285 | $ 5,471 |
Above and Below Market Leases | Rental Income from Operating Leases | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Acquired in-place leases and leasing fees | $ (289) | $ (188) | $ (467) | $ (388) |
Intangible Assets and Liabili65
Intangible Assets and Liabilities - Schedule of Amortizable Intangible Assets (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remainder of 2018 | $ 8,202 |
2,019 | 14,842 |
2,020 | 14,710 |
2,021 | 14,670 |
2,022 | 14,523 |
Thereafter | 120,005 |
Total | $ 186,952 |
Unsecured Credit Agreements - S
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Carrying amount of debt | $ 1,289,302 | $ 1,181,470 |
Long-term Debt | 1,289,302 | |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Carrying amount of debt | 1,202,500 | 1,113,000 |
Debt issuance costs, net | (2,636) | (3,088) |
Long-term Debt | $ 1,199,864 | 1,109,912 |
Unsecured Debt | 2015 Unsecured Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Interest Rate | one-month LIBOR + 1.40% | |
Maturity Date | Feb. 28, 2019 | |
Carrying amount of debt | $ 325,000 | 325,000 |
Unsecured Debt | 2015 Unsecured Term Loan Agreement | 1 Month LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.40% | |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | ||
Debt Instrument [Line Items] | ||
Carrying amount of debt | $ 727,500 | 638,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | Revolver | ||
Debt Instrument [Line Items] | ||
Interest Rate | one- and three- month LIBOR + 1.20% (d) | |
Maturity Date | Jan. 31, 2022 | |
Carrying amount of debt | $ 272,500 | 273,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | Revolver | 1 Month LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.20% | |
Carrying amount of debt | $ 222,500 | |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | Revolver | 3 Month LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.20% | |
Carrying amount of debt | $ 50,000 | |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | 5.5 Year Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | one- month LIBOR + 1.35% | |
Maturity Date | Jan. 31, 2023 | |
Carrying amount of debt | $ 265,000 | 265,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | 5.5 Year Term Loan | 1 Month LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.35% | |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | 7 Year Term Loan | ||
Debt Instrument [Line Items] | ||
Interest Rate | one- month LIBOR + 1.90% | |
Maturity Date | Jun. 30, 2024 | |
Carrying amount of debt | $ 190,000 | 100,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | 7 Year Term Loan | 1 Month LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.90% | |
Unsecured Debt | 2017 Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 4.84% | |
Maturity Date | Apr. 30, 2027 | |
Carrying amount of debt | $ 150,000 | $ 150,000 |
Unsecured Credit Agreements -67
Unsecured Credit Agreements - Summary of Unsecured Credit Agreements (Parenthetical) (Detail) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2018USD ($)Option | Jun. 30, 2018USD ($)Option | Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |||
Carrying amount of debt | $ 1,289,302 | $ 1,289,302 | $ 1,181,470 |
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | $ 1,202,500 | $ 1,202,500 | $ 1,113,000 |
Unsecured Debt | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.00% | 2.00% | 1.37% |
Unsecured Debt | 3 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.32% | 2.32% | 1.49% |
Unsecured Debt | 7 Year Term Loan | |||
Debt Instrument [Line Items] | |||
Line of credit facility, amount drawn | $ 90,000 | ||
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | 727,500 | $ 727,500 | $ 638,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | Revolver | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | 272,500 | 272,500 | 273,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | Revolver | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | 222,500 | $ 222,500 | |
Basis spread on variable rate | 1.20% | ||
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | Revolver | 3 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | 50,000 | $ 50,000 | |
Basis spread on variable rate | 1.20% | ||
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | 7 Year Term Loan | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | 190,000 | $ 190,000 | 100,000 |
Unsecured Debt | 2017 Unsecured Revolving Credit and Term Loan Agreement | 7 Year Term Loan | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.90% | ||
Unsecured Debt | 2015 Unsecured Term Loan Agreement | |||
Debt Instrument [Line Items] | |||
Carrying amount of debt | $ 325,000 | $ 325,000 | $ 325,000 |
Unsecured Debt | 2015 Unsecured Term Loan Agreement | 1 Month LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.40% | ||
Maturity extension fee percentage | 0.10% | 0.10% | |
Number of option available to extend maturity period | Option | 2 | 2 | |
Maturity extension period | 1 year |
Unsecured Credit Agreements - A
Unsecured Credit Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Weighted average interest rate on all outstanding borrowings | 3.62% | 3.62% | 3.03% | ||
Debt issuance costs incurred | $ 8,344 | $ 8,344 | |||
Deferred debt issuance costs, charged to interest expense | $ 862 | 787 | |||
Other Nonoperating Income (Expense) | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | 654 | 654 | |||
New Debt Agreements [Member] | |||||
Debt Instrument [Line Items] | |||||
Deferred debt issuance costs, charged to interest expense | 5,443 | 5,443 | |||
Restated Term Loan Agreement | |||||
Debt Instrument [Line Items] | |||||
Cost of debt extinguishment | $ 2,901 | $ 2,901 | |||
Revolver | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
5.5 Year Term Loan | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% | ||||
7 Year Term Loan | |||||
Debt Instrument [Line Items] | |||||
Commitment fee percentage | 0.25% |
Unsecured Credit Agreements -69
Unsecured Credit Agreements - Summary of Debt Issuance Cost Amortization (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Disclosure [Abstract] | ||||
Debt issuance costs amortization | $ 472 | $ 433 | $ 934 | $ 857 |
Mortgages and Notes Payable - S
Mortgages and Notes Payable - Summary of Mortgages and Notes Payable (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Mortgages and notes payable | $ 1,289,302 | $ 1,181,470 |
Mortgages and notes payable, net | 86,242 | 67,832 |
Secured Debt | ||
Debt Instrument [Line Items] | ||
Mortgages and notes payable | 86,802 | 68,470 |
Debt issuance costs, net | $ (560) | (638) |
Wilmington Trust National Association | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2018-06 | |
Maturity Date | 2025-08 | |
Debt instrument, interest rate | 4.36% | |
Mortgages and notes payable | $ 20,845 | |
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 | $ 18,442 | 18,622 |
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 | $ 11,482 | 11,670 |
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 | $ 8,836 | 9,168 |
Symetra Financial | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2017-11 | |
Maturity Date | 2026-10 | |
Debt instrument, interest rate | 3.65% | |
Mortgages and notes payable | $ 6,577 | 6,685 |
Siemens Financial Services, Inc. | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2010-09 | |
Maturity Date | 2020-09 | |
Debt instrument, interest rate | 5.47% | |
Mortgages and notes payable | $ 5,721 | 5,820 |
Legg Mason Mortgage Capital | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2010-08 | |
Maturity Date | 2022-08 | |
Debt instrument, interest rate | 7.06% | |
Mortgages and notes payable | $ 5,197 | 5,670 |
M&T Bank | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2017-10 | |
Maturity Date | 2021-08 | |
Interest Rate | 1- monthLIBOR+3% | |
Mortgages and notes payable | $ 5,118 | 5,183 |
M&T Bank | 1 Month LIBOR | Secured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 3.00% | |
Standard Insurance Company Due May 2034 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2009-04 | |
Maturity Date | 2034-05 | |
Debt instrument, interest rate | 6.88% | |
Mortgages and notes payable | $ 1,782 | 1,813 |
Columbian Mutual Life Insurance Company | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2010-08 | |
Maturity Date | 2025-09 | |
Debt instrument, interest rate | 7.00% | |
Mortgages and notes payable | $ 1,480 | 1,500 |
Notes holders | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2008-12 | |
Maturity Date | 2023-12 | |
Debt instrument, interest rate | 6.25% | |
Mortgages and notes payable | $ 750 | 750 |
Standard Insurance Company Due August 2030 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2010-07 | |
Maturity Date | 2030-08 | |
Debt instrument, interest rate | 6.75% | |
Mortgages and notes payable | $ 572 | 581 |
Symetra Financial Due April 2031 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Origination Date | 2011-03 | |
Maturity Date | 2031-04 | |
Debt instrument, interest rate | 6.34% | |
Mortgages and notes payable | $ 1,008 |
Mortgages and Notes Payable -71
Mortgages and Notes Payable - Summary of Mortgages and Notes Payable (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2018 | |
Commercial Mortgage Rate | |
Debt Instrument [Line Items] | |
Term of note | 5 years |
Minimum | |
Debt Instrument [Line Items] | |
Term of note | 59 months |
Maximum | |
Debt Instrument [Line Items] | |
Term of note | 239 months |
Mortgages and Notes Payable - A
Mortgages and Notes Payable - Additional Information (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Investment in rental property pledges as collateral | $ 148,107 |
Mortgages and Notes Payable -73
Mortgages and Notes Payable - Summary of Extinguished Mortgages (Detail) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)Mortgage | Dec. 31, 2017USD ($)Mortgage | |
Debt Disclosure [Abstract] | ||
Number | Mortgage | 1 | 7 |
Outstanding balance of Mortgages | $ | $ 995 | $ 48,108 |
Mortgages and Notes Payable -74
Mortgages and Notes Payable - Summary of Cost Extinguished Mortgages (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Cost of mortgage extinguishment | $ 51 | $ 12 | $ 51 | $ 60 |
Mortgages and Notes Payable -75
Mortgages and Notes Payable - Schedule of Estimated Future Principal Payments (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2018 | $ 1,731 |
2,019 | 328,644 |
2,020 | 9,081 |
2,021 | 18,584 |
2,022 | 275,566 |
Thereafter | 655,696 |
Long-term Debt | $ 1,289,302 |
Interest Rate Swaps - Summary o
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Detail) - Interest Rate Swap - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
Derivative [Line Items] | ||
Fair Value | $ 29,985,000 | $ 5,988,000 |
Bank of America | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Nov. 30, 2023 | |
Derivative, Fixed rate | 2.80% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ (64,000) | (863,000) |
Bank of Montreal One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jul. 31, 2024 | |
Derivative, Fixed rate | 1.16% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 40,000,000 | |
Fair Value | $ 3,566,000 | 2,503,000 |
Bank of Montreal Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jan. 31, 2025 | |
Derivative, Fixed rate | 1.91% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 1,260,000 | 464,000 |
Bank of Montreal Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jul. 31, 2025 | |
Derivative, Fixed rate | 2.32% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 692,000 | (194,000) |
Bank of Montreal Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jan. 31, 2026 | |
Derivative, Fixed rate | 1.92% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 1,435,000 | 561,000 |
Bank of Montreal Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jan. 31, 2026 | |
Derivative, Fixed rate | 2.05% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 40,000,000 | |
Fair Value | $ 1,944,000 | 520,000 |
Bank of Montreal Six | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2026 | |
Derivative, Fixed rate | 2.33% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 10,000,000 | |
Fair Value | $ 334,000 | (63,000) |
Bank of Montreal Seven | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2027 | |
Derivative, Fixed rate | 2.37% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 878,000 | (192,000) |
Capital One One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2021 | |
Derivative, Fixed rate | 1.05% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 15,000,000 | |
Fair Value | $ 844,000 | 607,000 |
Capital One Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2024 | |
Derivative, Fixed rate | 1.58% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 15,000,000 | |
Fair Value | $ 1,061,000 | 603,000 |
Capital One Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jan. 31, 2026 | |
Derivative, Fixed rate | 2.08% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 35,000,000 | |
Fair Value | $ 1,680,000 | 399,000 |
Capital One Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jul. 31, 2026 | |
Derivative, Fixed rate | 1.32% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 35,000,000 | |
Fair Value | $ 3,743,000 | 2,565,000 |
Capital One Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2027 | |
Derivative, Fixed rate | 2.37% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 913,000 | (189,000) |
Capital One Six | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Apr. 30, 2026 | |
Derivative, Fixed rate | 2.68% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 171,000 | |
M&T Bank | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Aug. 31, 2021 | |
Derivative, Fixed rate | 1.02% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 5,118,000 | 5,183,000 |
Fair Value | $ 245,000 | 182,000 |
M&T Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Sep. 30, 2022 | |
Derivative, Fixed rate | 2.83% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ (120,000) | (810,000) |
M&T Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Nov. 30, 2023 | |
Derivative, Fixed rate | 2.65% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 102,000 | (686,000) |
Regions Bank | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Mar. 31, 2018 | |
Derivative, Fixed rate | 1.77% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | 25,000,000 | |
Fair Value | (9,000) | |
Regions Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Mar. 31, 2019 | |
Derivative, Fixed rate | 1.91% | |
Variable Rate Index | three-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 108,000 | 2,000 |
Regions Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | May 31, 2020 | |
Derivative, Fixed rate | 2.12% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 50,000,000 | |
Fair Value | $ 411,000 | (153,000) |
Regions Bank Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Mar. 31, 2022 | |
Derivative, Fixed rate | 2.43% | |
Variable Rate Index | three-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 354,000 | (254,000) |
Regions Bank Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2023 | |
Derivative, Fixed rate | 1.18% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 2,021,000 | 1,402,000 |
Sun Trust Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Apr. 30, 2024 | |
Derivative, Fixed rate | 1.99% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 1,015,000 | 261,000 |
Sun Trust Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Apr. 30, 2025 | |
Derivative, Fixed rate | 2.20% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 869,000 | |
Sun Trust Bank Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jul. 31, 2025 | |
Derivative, Fixed rate | 1.99% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 1,245,000 | 386,000 |
Sun Trust Bank Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Dec. 31, 2025 | |
Derivative, Fixed rate | 2.30% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 802,000 | (138,000) |
Sun Trust Bank Five | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jan. 31, 2026 | |
Derivative, Fixed rate | 1.93% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 1,443,000 | 553,000 |
Wells Fargo Bank One | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Feb. 28, 2021 | |
Derivative, Fixed rate | 2.39% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 35,000,000 | |
Fair Value | $ 231,000 | (369,000) |
Wells Fargo Bank Two | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Oct. 31, 2024 | |
Derivative, Fixed rate | 2.72% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 15,000,000 | |
Fair Value | $ 24,000 | (510,000) |
Wells Fargo Bank Three | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Jan. 31, 2028 | |
Derivative, Fixed rate | 2.37% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 75,000,000 | |
Fair Value | $ 2,670,000 | $ (590,000) |
Wells Fargo Bank Four | ||
Derivative [Line Items] | ||
Derivative, Maturity date | Apr. 30, 2027 | |
Derivative, Fixed rate | 2.72% | |
Variable Rate Index | one-month LIBOR | |
Notional Amount | $ 25,000,000 | |
Fair Value | $ 108,000 |
Interest Rate Swaps - Summary77
Interest Rate Swaps - Summary of Interest-rate Swap Agreements (Parenthetical) (Detail) - Interest Rate Swap - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2017 | |
M&T Bank | ||
Derivative [Line Items] | ||
Notional Amount | $ 5,118,000 | $ 5,183,000 |
M&T Bank | Umbrella Partnership Real Estate Investment Trust Transaction | ||
Derivative [Line Items] | ||
Interest rate swap assumed month and year | 2017-10 | |
Regions Bank | ||
Derivative [Line Items] | ||
Notional Amount | $ 25,000,000 |
Interest Rate Swaps - Total Los
Interest Rate Swaps - Total Loss Recognized Converting Variable Rates to Fixed Rates and Location of the Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Derivative [Line Items] | ||||
Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income | $ 12,454 | $ 7,860 | $ 23,631 | $ 15,802 |
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income | $ 7,042 | $ (4,291) | $ 23,997 | $ (1,731) |
Reclassification from Accumulated Other Comprehensive Income, Location | Interest expense | Interest expense | Interest expense | Interest expense |
Reclassification from Accumulated Other Comprehensive Income, Amount of Loss | $ 354 | $ 802 | $ 1,267 | $ 2,704 |
Total Interest Expense Presented in the Consolidated Statements of Income and Comprehensive Income | $ 12,454 | $ 7,860 | $ 23,631 | $ 15,802 |
Interest Rate Swaps - Additiona
Interest Rate Swaps - Additional Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Derivative Instrument Detail [Abstract] | |
Interest rate swaps expected to be reclassified - gain | $ 2,225 |
Non-Controlling Interests - Add
Non-Controlling Interests - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Noncontrolling Interest [Abstract] | ||||
Properties contributed as part of UPREIT transactions, value | $ 15,797 | $ 8,278 | $ 15,797 | $ 8,278 |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of Rental Income Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Umbrella Partnership Real Estate Investment Trust Transaction | ||||
Minority Interest [Line Items] | ||||
UPREIT rental income | $ 3,721 | $ 2,960 | $ 7,431 | $ 5,964 |
Credit Risk Concentrations - Ad
Credit Risk Concentrations - Additional Information (Detail) - customer | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | |||||
Number of tenants or common franchises | 0 | 0 | 0 | 0 | |
Operating Expenses | Management Contracts Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 19.00% | 22.00% | 19.00% | 26.00% | |
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution One | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 24.00% | 27.00% | |||
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution Two | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 21.00% | 17.00% | |||
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution Three | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 13.00% | 13.00% | |||
Mortgages and Notes Payable | Credit Availability Concentration Risk | Financial Institution Four | |||||
Concentration Risk [Line Items] | |||||
Concentrations risk percentage | 10.00% | 11.00% |
Equity - Summary of Redemptions
Equity - Summary of Redemptions under Company's Share Redemption Program (Detail) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)Stockholdershares | Jun. 30, 2017USD ($)Stockholdershares | Jun. 30, 2018USD ($)Stockholdershares | Jun. 30, 2017USD ($)Stockholdershares | |
Equity [Abstract] | ||||
Number of stockholders | Stockholder | 14 | 6 | 22 | 24 |
Number of shares | shares | 28 | 21 | 74 | 39 |
Aggregate redemption price | $ | $ 2,312 | $ 1,637 | $ 5,889 | $ 3,016 |
Equity - Additional Information
Equity - Additional Information (Detail) - shares | Jun. 30, 2018 | Dec. 31, 2017 |
Equity [Line Items] | ||
Common stock, shares issued | 20,239,000 | 18,909,000 |
Distribution Reinvestment Plan | ||
Equity [Line Items] | ||
Percentage of shares in value offered | 98.00% | |
Common stock, shares issued | 1,900,000 | 1,592,000 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Basic earnings: | ||||
Net earnings attributable to Broadstone Net Lease, Inc. | $ 16,974 | $ 14,727 | $ 34,546 | $ 27,320 |
Diluted earnings: | ||||
Net earnings attributable to Broadstone Net Lease, Inc. | 16,974 | 14,727 | 34,546 | 27,320 |
Net earnings attributable to non-controlling interests | 1,412 | 1,265 | 2,834 | 2,418 |
Net income (loss) attributable to parent, Diluted | $ 18,386 | $ 15,992 | $ 37,380 | $ 29,738 |
Basic and diluted weighted average shares outstanding: | ||||
Basic | 19,829 | 16,623 | 19,498 | 16,102 |
Effects of convertible membership units | 1,649 | 1,428 | 1,600 | 1,428 |
Weighted average number of common shares outstanding used in diluted earnings per share | 21,478 | 18,051 | 21,098 | 17,530 |
Basic and diluted | $ 0.86 | $ 0.89 | $ 1.77 | $ 1.70 |
Supplemental Cash Flow Disclo86
Supplemental Cash Flow Disclosures - Additional Information (Detail) shares in Thousands, $ in Thousands | 6 Months Ended | |
Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)Propertyshares | |
Supplemental Cash Flow Elements [Line Items] | ||
Cash paid for interest | $ 23,071 | $ 15,457 |
State income and franchise taxes paid | $ 745 | $ 649 |
Membership units, issued | shares | 194 | 103 |
Membership units issued in exchange of property contributed in UPREIT transactions | $ 15,797 | $ 8,278 |
Cancellation shares of common stock, shares | shares | 9 | |
Common stock cancelled, values | $ 748 | |
Settlement of outstanding receivable with common stock | 748 | |
Dividend declared and accrued but not yet paid | 9,366 | $ 7,630 |
Acquisition costs related to acquisition capitalized but not paid | 272 | |
Notes receivable settled | $ 6,527 | |
Number of properties damaged by fire | Property | 3 | |
Insurance recovery receivables | $ 2,857 | |
Distribution Reinvestment Plan | ||
Supplemental Cash Flow Elements [Line Items] | ||
Issuance of shares of common stock, shares | shares | 298 | 241 |
Common stock issued | $ 24,004 | $ 18,592 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Tenant Improvement Allowances (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Commitments And Contingencies Disclosure [Abstract] | ||
Tenant improvement allowances | $ 4,292 | $ 5,669 |
Commitments and Contingencies88
Commitments and Contingencies - Summary of Payment for Work Completed Under Tenant Improvement Allowances (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Payments for tenant improvement allowances | $ 1,802 | $ 6,598 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2018 | Aug. 10, 2018 | Aug. 09, 2018 | Jul. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Oct. 31, 2018 | Sep. 13, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||||||||||
Proceeds from issuance of common stock, net | $ 88,701 | $ 161,435 | |||||||||||
Distribution declared per share | $ 0.415 | $ 0.410 | $ 0.43 | $ 0.415 | |||||||||
Repayment of borrowing | 115,500 | 187,000 | |||||||||||
Receipts from borrowing | 115,000 | $ 175,000 | |||||||||||
Investment in related party | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||||
Unsecured Debt | 5.09 Term Loan | Senior Guaranteed Notes Series B | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Maturity Date | Jul. 2, 2028 | ||||||||||||
Unsecured Debt | 2018 Senoir Notes | 2018 Senior Notes | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Maturity Date | Jul. 2, 2030 | ||||||||||||
Scenario, Forecast | Unsecured Debt | Senior Guaranteed Notes Series B | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 125,000 | ||||||||||||
Scenario, Forecast | Unsecured Debt | 2018 Senior Notes | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 50,000 | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from issuance of common stock, net | $ 23,573 | ||||||||||||
Issuance of shares of common stock, shares | 285,000 | ||||||||||||
Cash distributions paid to stockholders | $ 9,366 | ||||||||||||
Rental property acquired | $ 65,529 | ||||||||||||
Distribution declared per share | $ 0.43 | ||||||||||||
Monthly distribution approved per membership unit | $ 0.43 | ||||||||||||
Repayment of borrowing | $ 170,000 | ||||||||||||
Receipts from borrowing | $ 74,500 | ||||||||||||
Subsequent Event | Non Voting Convertible Preferred Units | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Preferred units sold | 100,000 | ||||||||||||
Preferred units aggregate sales price | $ 18,500 | ||||||||||||
Investment in related party | $ 10,000 | ||||||||||||
Subsequent Event | Unsecured Debt | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 325,000 | ||||||||||||
Proceeds from issuance of debt | 100,000 | ||||||||||||
Subsequent Event | Unsecured Debt | 2018 Senior Notes | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from issuance of debt | 50,000 | ||||||||||||
Subsequent Event | Unsecured Debt | 5.09 Term Loan | Senior Guaranteed Notes Series B | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 225,000 | ||||||||||||
Debt instrument, interest rate | 5.09% | ||||||||||||
Subsequent Event | Unsecured Debt | 2018 Senoir Notes | 2018 Senior Notes | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt instrument, face amount | $ 100,000 | ||||||||||||
Debt instrument, interest rate | 5.19% | ||||||||||||
Subsequent Event | Scenario, Forecast | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Price per share or unit | $ 85 |