Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Inland Real Estate Income Trust, Inc. | |
Entity Central Index Key | 0001528985 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2023 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 36,173,329 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-55146 | |
Entity Tax Identification Number | 45-3079597 | |
Entity Address, Address Line One | 2901 Butterfield Road | |
Entity Address, City or Town | Oak Brook | |
Entity Address, State or Province | IL | |
Entity Address, Country | US | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Postal Zip Code | 60523 | |
City Area Code | 630 | |
Local Phone Number | 218-8000 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Investment properties held and used: | ||
Land | $ 330,456 | $ 330,456 |
Building and other improvements | 1,206,070 | 1,198,309 |
Total | 1,536,526 | 1,528,765 |
Less accumulated depreciation | (323,847) | (288,863) |
Net investment properties held and used | 1,212,679 | 1,239,902 |
Cash and cash equivalents | 9,271 | 4,857 |
Restricted cash | 478 | 477 |
Accounts and rent receivable | 20,451 | 20,114 |
Acquired lease intangible assets, net | 65,402 | 76,961 |
Operating lease right-of-use asset, net | 13,845 | 14,153 |
Other assets | 47,849 | 42,774 |
Total assets | 1,369,975 | 1,399,238 |
Liabilities: | ||
Mortgages and credit facility payable, net | 843,674 | 852,345 |
Accounts payable and accrued expenses | 13,584 | 10,265 |
Operating lease liability | 24,922 | 24,716 |
Distributions payable | 4,907 | 4,907 |
Acquired intangible liabilities, net | 38,268 | 43,339 |
Due to related parties | 2,788 | 4,034 |
Other liabilities | 9,712 | 8,574 |
Total liabilities | 937,855 | 948,180 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Preferred stock, $.001 par value, 40,000,000 shares authorized, none outstanding | ||
Common stock, $.001 par value, 1,460,000,000 shares authorized, 36,182,331 and 36,184,058 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 36 | 36 |
Additional paid in capital | 816,024 | 814,949 |
Accumulated distributions and net loss | (424,100) | (398,097) |
Accumulated other comprehensive income | 40,160 | 34,170 |
Total stockholders’ equity | 432,120 | 451,058 |
Total liabilities and stockholders’ equity | $ 1,369,975 | $ 1,399,238 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,460,000,000 | 1,460,000,000 |
Common stock, shares issued | 36,182,331 | 36,184,058 |
Common stock, shares outstanding | 36,182,331 | 36,184,058 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income: | ||||
Rental income | $ 36,324 | $ 35,900 | $ 111,259 | $ 97,114 |
Other property income | 93 | 84 | 235 | 164 |
Total income | 36,417 | 35,984 | 111,494 | 97,278 |
Cost and Expenses: | ||||
Property operating expenses | 6,960 | 6,468 | 21,031 | 17,806 |
Real estate tax expense | 4,508 | 4,721 | 14,023 | 12,694 |
General and administrative expenses | 1,168 | 1,294 | 3,927 | 4,057 |
Business management fee | 2,306 | 2,707 | 7,322 | 7,500 |
Depreciation and amortization | 14,535 | 14,979 | 44,675 | 40,622 |
Total expenses | 29,477 | 30,169 | 90,978 | 82,679 |
Other Income (Expense): | ||||
Interest expense | (10,727) | (8,721) | (31,942) | (21,394) |
Interest and other income | 77 | 6 | 152 | 5 |
Net loss | $ (3,710) | $ (2,900) | $ (11,274) | $ (6,790) |
Net loss per common share, basic | $ (0.1) | $ (0.08) | $ (0.31) | $ (0.19) |
Net loss per common share, diluted | $ (0.1) | $ (0.08) | $ (0.31) | $ (0.19) |
Weighted average number of common shares outstanding, basic | 36,190,954 | 36,151,908 | 36,205,258 | 36,117,579 |
Weighted average number of common shares outstanding, diluted | 36,190,954 | 36,151,908 | 36,205,258 | 36,117,579 |
Comprehensive income (loss): | ||||
Net loss | $ (3,710) | $ (2,900) | $ (11,274) | $ (6,790) |
Unrealized gain on derivatives | 7,969 | 21,971 | 17,594 | 41,112 |
Reclassification adjustment for amounts included in net loss | (4,270) | (21) | (11,604) | 2,819 |
Comprehensive (loss) income | $ (11) | $ 19,050 | $ (5,284) | $ 37,141 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Accumulated Distributions and Net Loss [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2021 | $ 437,923 | $ 36 | $ 811,233 | $ (365,877) | $ (7,469) |
Balance, shares at Dec. 31, 2021 | 36,040,928 | ||||
Distributions declared | (14,694) | (14,694) | |||
Proceeds from distribution reinvestment plan | 5,485 | 5,485 | |||
Proceeds from distribution reinvestment plan, shares | 282,268 | ||||
Shares repurchased | (2,743) | (2,743) | |||
Shares repurchased, shares | (176,445) | ||||
Unrealized (loss) gain on derivatives | 41,112 | 41,112 | |||
Reclassification adjustment for amounts included in net loss | 2,819 | 2,819 | |||
Equity-based compensation | 52 | 52 | |||
Equity based compensation, shares | 2,471 | ||||
Net loss | (6,790) | (6,790) | |||
Balance at Sep. 30, 2022 | 463,164 | $ 36 | 814,027 | (387,361) | 36,462 |
Balance, shares at Sep. 30, 2022 | 36,149,222 | ||||
Balance at Jun. 30, 2022 | 448,095 | $ 36 | 813,106 | (379,559) | 14,512 |
Balance, shares at Jun. 30, 2022 | 36,115,528 | ||||
Distributions declared | (4,902) | (4,902) | |||
Proceeds from distribution reinvestment plan | 1,814 | 1,814 | |||
Proceeds from distribution reinvestment plan, shares | 89,849 | ||||
Shares repurchased | (908) | (908) | |||
Shares repurchased, shares | (56,155) | ||||
Unrealized (loss) gain on derivatives | 21,971 | 21,971 | |||
Reclassification adjustment for amounts included in net loss | (21) | (21) | |||
Equity-based compensation | 15 | 15 | |||
Net loss | (2,900) | (2,900) | |||
Balance at Sep. 30, 2022 | 463,164 | $ 36 | 814,027 | (387,361) | 36,462 |
Balance, shares at Sep. 30, 2022 | 36,149,222 | ||||
Balance at Dec. 31, 2022 | $ 451,058 | $ 36 | 814,949 | (398,097) | 34,170 |
Balance, shares at Dec. 31, 2022 | 36,184,058 | 36,184,058 | |||
Distributions declared | $ (14,729) | (14,729) | |||
Proceeds from distribution reinvestment plan | 5,264 | 5,264 | |||
Proceeds from distribution reinvestment plan, shares | 263,598 | ||||
Shares repurchased | (4,253) | (4,253) | |||
Shares repurchased, shares | (266,794) | ||||
Unrealized (loss) gain on derivatives | 17,594 | 17,594 | |||
Reclassification adjustment for amounts included in net loss | (11,604) | (11,604) | |||
Equity-based compensation | 64 | 64 | |||
Equity based compensation, shares | 1,469 | ||||
Net loss | (11,274) | (11,274) | |||
Balance at Sep. 30, 2023 | $ 432,120 | $ 36 | 816,024 | (424,100) | 40,160 |
Balance, shares at Sep. 30, 2023 | 36,182,331 | 36,182,331 | |||
Balance at Jun. 30, 2023 | $ 436,897 | $ 36 | 815,874 | (415,474) | 36,461 |
Balance, shares at Jun. 30, 2023 | 36,196,116 | ||||
Distributions declared | (4,916) | (4,916) | |||
Proceeds from distribution reinvestment plan | 1,742 | 1,742 | |||
Proceeds from distribution reinvestment plan, shares | 87,720 | ||||
Shares repurchased | (1,612) | (1,612) | |||
Shares repurchased, shares | (101,505) | ||||
Unrealized (loss) gain on derivatives | 7,969 | 7,969 | |||
Reclassification adjustment for amounts included in net loss | (4,270) | (4,270) | |||
Equity-based compensation | 20 | 20 | |||
Net loss | (3,710) | (3,710) | |||
Balance at Sep. 30, 2023 | $ 432,120 | $ 36 | $ 816,024 | $ (424,100) | $ 40,160 |
Balance, shares at Sep. 30, 2023 | 36,182,331 | 36,182,331 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Distributions declared per share | $ 0.1356 | $ 0.1356 | $ 0.4068 | $ 0.4068 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | |||
Net loss | $ (11,274) | $ (6,790) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | $ 14,979 | 44,675 | 40,622 |
Amortization of debt issuance costs and mortgage premiums, net | 921 | 1,239 | |
Amortization of acquired lease intangibles, net | (2,375) | (798) | |
Amortization of equity-based compensation | 64 | 52 | |
Reduction in the carrying amount of the right-of-use-asset | 308 | 317 | |
Straight-line income, net | (699) | (476) | |
Other non-cash adjustments | 149 | 82 | |
Changes in assets and liabilities: | |||
Accounts payable and accrued expenses | 2,175 | 3,566 | |
Accounts and rent receivable | 363 | 91 | |
Due to related parties | (1,251) | 645 | |
Operating lease liability | 205 | 254 | |
Other liabilities | 1,137 | 2,233 | |
Other assets | (12) | (715) | |
Net cash flows provided by operating activities | 34,386 | 40,322 | |
Cash flows from investing activities: | |||
Purchase of investment properties | 0 | (277,849) | |
Capital expenditures | (7,031) | (7,693) | |
Other assets | 0 | (221) | |
Net cash flows used in investing activities | (7,031) | (285,763) | |
Cash flows from financing activities: | |||
Payment of credit facility | (12,576) | (24,444) | |
Proceeds from credit facility | 44,576 | 422,444 | |
Payment of mortgages payable | (41,592) | (138,171) | |
Payment of debt issuance costs | 0 | (5,913) | |
Proceeds from the distribution reinvestment plan | 5,264 | 5,485 | |
Shares repurchased | (4,253) | (2,743) | |
Distributions paid | (4,897) | (14,729) | (14,679) |
Early termination of interest rate swap agreements, net | 370 | (227) | |
Net cash flows (used in) provided by financing activities | (22,940) | 241,752 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 4,415 | (3,689) | |
Cash, cash equivalents and restricted cash, at beginning of the period | 5,334 | 13,383 | |
Cash, cash equivalents and restricted cash, at end of period | 9,694 | 9,749 | 9,694 |
In conjunction with the purchase of investment properties, the Company acquired assets and assumed liabilities as follows: | |||
Land | 62,510 | 62,510 | |
Building and improvements | 192,690 | 192,690 | |
Acquired lease intangible assets | 33,285 | 33,285 | |
Acquired intangible liabilities | (9,654) | (9,654) | |
Assumed liabilities, net | (982) | (982) | |
Purchase of investment properties | $ 277,849 | 277,849 | |
Cash paid for interest | 30,133 | 18,174 | |
Supplemental schedule of non-cash investing and financing activities: | |||
Accrued capital expenditures | $ 983 | $ 672 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 – ORGANIZATION The Company was formed on August 24, 2011 to acquire and manage a portfolio of commercial real estate investments located in the United States. The Company is primarily focused on acquiring and owning retail properties and targets a portfolio substantially all of which would be comprised of grocery-anchored properties. The Company has invested in joint ventures and may continue to invest in additional joint ventures or acquire other real estate assets if its management believes the expected returns from those investments exceed that of retail properties. The Company also may invest in real estate-related equity securities of both publicly traded and private real estate companies, as well as commercial mortgage-backed securities. The Company has no employees. The Company is managed by IREIT Business Manager & Advisor, Inc. (the “Business Manager”), an indirect wholly owned subsidiary of Inland Real Estate Investment Corporation (the “Sponsor”), pursuant to a Business Management Agreement with the Business Manager. The Business Management Agreement with the Business Manager was amended and restated on February 11, 2019 to, among other things, eliminate all acquisition and disposition fees. On March 23, 2023, the Company entered into a Third Amended and Restated Business Management Agreement (the “Third Business Management Agreement”) with the Business Manager effective April 1, 2023, which amended and restated the Business Management Agreement. See Note 13 - "Transactions with related parties" for a summary of the changes made in the Third Business Management Agreement. On March 6, 2023, as reported in the Company’s Form 8-K filed with the Securities and Exchange Commission on the same date, the Company announced that the Company’s board of directors unanimously approved: (i) an Estimated Per Share NAV as of December 31, 2022, which serves as the per share purchase price for shares issued under the Company’s distribution reinvestment plan (as amended, the “DRP”) beginning with the first distribution payment to stockholders in April 2023 until the Company announces a new Estimated Per Share NAV, and (ii) that, in accordance with the share repurchase program (as amended, the “SRP”) as further described below in Note 3 – “Equity,” beginning with repurchases in April 2023 and until the Company announces a new Estimated Per Share NAV, any shares accepted for ordinary repurchases and “exceptional repurchases” will be repurchased at 80% of the Estimated Per Share NAV. At September 30, 2023, the Company owned 52 retail properties, totaling 7,166,282 square feet. The properties are located in 24 states. At September 30, 2023, the portfolio had a physical occupancy of 91.3 % and economic occupancy of 91.9 % . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Disclosures discussing all significant accounting policies are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 23, 2023, under the heading Note 2 – “Summary of Significant Accounting Policies.” There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2023, except as noted below. General The consolidated financial statements have been prepared in accordance with GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. In the opinion of management, all adjustments necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods are presented. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. Recently Adopted Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to the probability and assessments of the effectiveness for future London Interbank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Restricted Cash Amounts included in restricted cash represent those required to be set aside by lenders for real estate taxes, insurance, capital expenditures and tenant improvements on the Company's existing properties. These amounts also include post close escrows for tenant improvements, leasing commissions, master lease, general repairs and maintenance, and are classified as restricted cash on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s consolidated balance sheets to such amounts shown in the Company’s consolidated statements of cash flows: September 30, 2023 2022 Cash and cash equivalents $ 9,271 $ 9,217 Restricted cash 478 477 Total cash, cash equivalents, and restricted cash $ 9,749 $ 9,694 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | NOTE 3 – EQUITY The Company commenced an initial public “best efforts” offering (the “Offering”) on October 18, 2012, which concluded on October 16, 2015. The Company sold 33,534,022 shares of common stock generating gross proceeds of $ 834,399 from the Offering. As of September 30, 2023, there were 36,182,331 shares of common stock outstanding including 6,416,644 shares issued through the DRP, net of 3,783,724 shares repurchased through the SRP. The Company provides the following programs to facilitate additional investment in the Company’s shares and to provide limited liquidity for stockholders. Distribution Reinvestment Plan Through the DRP, the Company provides stockholders with the option to purchase additional shares from the Company by automatically reinvesting cash distributions, subject to certain share ownership restrictions. The Company does not pay any selling commissions, marketing contribution or due diligence expense reimbursement in connection with the DRP. Pursuant to the DRP, the price per share for shares of common stock purchased under the DRP is equal to the estimated value of one share, as determined by the Company’s board of directors and reported by the Company from time to time, until the shares become listed for trading, if a listing occurs, assuming that the DRP has not been terminated or suspended in connection with such listing. There were $ 1,742 and $ 5,264 distributions reinvested through the DRP during the three and nine months ended September 30, 2023, respectively. There were $ 1,814 and $ 5,485 distributions reinvested through the DRP during the three and nine months ended September 30, 2022, respectively. Share Repurchase Program The Company adopted the SRP effective October 18, 2012, under which the Company is authorized to purchase shares from stockholders who purchased their shares from the Company or received their shares through a non-cash transfer and who have held their shares for at least one year . Purchases are in the Company’s sole discretion. In the case of repurchases made upon the death of a stockholder or qualifying disability (“Exceptional Repurchases”), as defined in the SRP, the one year holding period does not apply. On March 3, 2020 the Company’s board of directors adopted the Third Amended and Restated Share Repurchase Program (“Third SRP”). Under the Third SRP, the Company is authorized to make ordinary repurchases and Exceptional Repurchases at a price equal to 80.0 % of the “share price,” which is defined in the Third SRP as an amount equal to the lesser of: (A) $ 25 , as adjusted under certain circumstances, including, among other things, if the applicable shares were purchased from the Company at a discounted price; of (B) the most recently disclosed estimated value per share. Prior to the amendment, the Company was authorized to make Exceptional Repurchases at a price equal to 100 % of the “share price.” The Third SRP provides the Company’s board of directors with the discretion to set the funding limit for share repurchases. The Third SRP limits the dollar amount for any repurchases made by the Company each calendar quarter to an amount equal to a percentage determined in the sole discretion of the board on a quarterly basis that will not be less than 50 % of the net proceeds from the DRP during the applicable quarter. The Company continues to limit the number of shares repurchased during any calendar year to 5 % of the number of shares outstanding on December 31st of the previous calendar year, as adjusted for any stock splits or other combinations. On June 29, 2021, the Company announced its adoption of the Fourth Amended and Restated Share Repurchase Program (the “Fourth SRP”) effective August 12, 2021. Pursuant to the Fourth SRP, any written request for treatment as an Exceptional Repurchase due to the death or qualifying disability of an owner that occurred between June 1, 2019 and May 31, 2020 (inclusive) was timely if received by the Company no later than January 31, 2022, and any written request for treatment as an Exceptional Repurchase due to the death or qualifying disability of an owner that occurred between June 1, 2020 and July 31, 2021, (inclusive) was timely received if received by the Company no later than July 31, 2022. If either or both of the aforementioned funding or repurchase limitations prevent the Company from repurchasing all of the shares offered for repurchase during a calendar quarter, the Company will repurchase shares on a pro rata basis within each of the following categories up to the repurchase limitations in the following order: (a) first, all Exceptional Repurchases and (b) second, all ordinary repurchases. The SRP will immediately terminate if the Company’s shares become listed for trading on a national securities exchange. In addition, the Company’s board of directors, in its sole discretion, may, at any time, amend, suspend or terminate the SRP. Repurchases through the SRP were $ 1,612 and $ 4,253 for the three and nine months ended September 30, 2023, respectively. Repurchases through the SRP were $ 908 and $ 2,743 for the three and nine months ended September 30, 2022, respectively. There was zero liability related to the SRP as of September 30, 2023 and December 31, 2022 . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisition | NOTE 4 – ACQUISITIONS On May 17, 2022, the Company acquired a portfolio of eight properties (the “IRPF Properties”) from certain subsidiaries of Inland Retail Property Fund, LP (the “Seller”). The acquisition of the IRPF Properties is referred to herein as the “IRPF Transaction.” The IRPF Properties are leased primarily to grocery, retail and restaurant tenants. More specifically, seven of the IRPF Properties are grocery-anchored. The IRPF Properties are located across seven states and aggregate approximately 686,851 square feet. The Seller was a fund managed by an affiliate of the Company’s sponsor and business manager. Because the IRPF Transaction was a related party transaction, it was required by the Company’s Related Party Transactions Policy to be approved by at least a majority of the Company’s independent directors and was approved by all of the Company’s independent directors. The following table provides further details of the properties acquired during the year ended December 31, 2022: Date Property Name Number of Transactions Number of Properties Square Purchase 5/17/2022 IRPF Properties 1 8 686,851 $ 278,153 686,851 $ 278,153 (a) Contractual purchase price excluding closing credits. The above acquisition was accounted for as an asset acquisition. For the year ended December 31, 2022 , the Company incurred $ 710 of total acquisition costs. All of the acquisition costs are capitalized in the accompanying consolidated balance sheets. These costs include third party due diligence costs such as appraisals, environmental studies, and legal fees as well as time and travel expense reimbursements to the Sponsor and its affiliates. During the nine months ended September 30, 2023, the Company recorded total income of $ 18,016 and property net income of $ 11,664 from the properties acquired. During the nine months ended September 30, 2022, the Company recorded total income of $ 8,682 and property net income of $ 5,586 from the properties acquired. The following table presents certain additional information regarding the Company’s acquisitions during the year ended December 31, 2022. The amounts recognized for major assets acquired and liabilities assumed as of the acquisition date are as follows: Year Ended December 31, 2022 Land $ 62,510 Building and improvements 192,722 Acquired lease intangible assets 33,285 Acquired intangible liabilities ( 9,654 ) Assumed liabilities, net ( 983 ) Total $ 277,880 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | NOTE 5 – LEASES The Company is lessor under approximately 810 retail operating leases. The remaining lease terms for the Company’s leases range from less than one year to 15 years. The Company considers the date on which it makes a leased space available to a lessee as the commencement date of the lease. At commencement, the Company determines the lease classification utilizing the classification tests under ASC 842. Options to extend a lease are included in the lease term when it is reasonably certain that the tenant will exercise its option to extend. Termination penalties are included in income when there is a termination agreement, all the conditions of the agreement have been met and amounts due are considered collectible. Such termination fees are recognized on a straight-line basis over the remaining lease term in rental income. If an operating lease is modified and the modification is not accounted for as a separate contract, the Company accounts for the modification as if it were a termination of the existing lease and the creation of a new lease. The Company considers any prepaid or accrued rentals relating to the original lease as part of the lease payments for the modified lease. Most of the revenue from the Company’s properties consists of rents received under long-term operating leases. Most leases require the tenant to pay fixed base rent paid monthly in advance, and to reimburse the Company for the tenant’s pro rata share of certain operating expenses including real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs paid by the Company and recoverable under the terms of the lease. Under these leases, the Company pays all expenses and is reimbursed by the tenant for the tenant’s pro rata share of recoverable expenses paid. Certain other tenants are subject to net leases which provide that the tenant is responsible for fixed base rent as well as all costs and expenses associated with occupancy. Under net leases where all expenses are paid directly by the tenant rather than the landlord, such expenses are not included in the consolidated statements of operations and comprehensive income (loss). Under leases where all expenses are paid by the Company, subject to reimbursement by the tenant, the expenses are included within property operating expenses. Reimbursements for common area maintenance are considered non-lease components that are permitted to be combined with rental income. The combined lease component and reimbursements for insurance and taxes are reported as rental income on the consolidated statements of operations and comprehensive income (loss). Rental income related to the Company's operating leases is comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Rental income - fixed payments $ 28,943 $ 28,545 $ 86,380 $ 78,114 Rental income - variable payments (a) 7,427 7,086 22,504 18,202 Amortization of acquired lease intangibles, net ( 46 ) 269 2,375 798 Rental income $ 36,324 $ 35,900 $ 111,259 $ 97,114 (a) Primarily includes tenant recovery income for real estate taxes, common area maintenance and insurance. As of September 30, 2023, the Company’s accounts and rent receivable, net balance was $ 20,451 , which was net of an allowance for bad debts of $ 1,185 . As of December 31, 2022, the Company’s accounts and rent receivable, net balance was $ 20,114 , which was net of an allowance for bad debts of $ 1,119 . |
Acquired Intangible Assets and
Acquired Intangible Assets and Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets and Liabilities | NOTE 6 – ACQUIRED INTANGIBLE ASSETS AND LIABILITIES The following table summarizes the Company’s identified intangible assets and liabilities as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Intangible assets: Acquired in-place lease value $ 183,305 $ 183,305 Acquired above market lease value 52,640 52,640 Accumulated amortization ( 170,543 ) ( 158,984 ) Acquired lease intangibles, net $ 65,402 $ 76,961 Intangible liabilities: Acquired below market lease value $ 79,914 $ 79,914 Accumulated amortization ( 41,646 ) ( 36,575 ) Acquired below market lease intangibles, net $ 38,268 $ 43,339 The portion of the purchase price allocated to acquired above market lease value and acquired below market lease value is amortized on a straight-line basis over the term of the related lease as an adjustment to rental income. For below market lease values, the amortization period includes any renewal periods with fixed rate renewals. The portion of the purchase price allocated to acquired in-place lease value is amortized on a straight-line basis over the acquired leases’ weighted average remaining term. Amortization pertaining to acquired in-place lease value, above market lease value and below market lease value is summarized below: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amortization recorded as amortization expense: Acquired in-place lease value $ 2,651 $ 3,224 $ 8,863 $ 8,183 Amortization recorded as a (reduction) increase to rental income: Acquired above market leases $ ( 900 ) $ ( 947 ) $ ( 2,696 ) $ ( 2,491 ) Acquired below market leases 854 1,216 5,071 3,289 Net rental income increase $ ( 46 ) $ 269 $ 2,375 $ 798 Estimated amortization of the respective intangible lease assets and liabilities as of September 30, 2023 for each of the five succeeding years and thereafter is as follows: Acquired Above Market Leases Below 2023 (remainder of year) $ 2,554 $ 879 $ 847 2024 9,168 3,321 3,301 2025 6,772 2,935 3,065 2026 5,041 2,507 2,926 2027 3,609 1,858 2,724 Thereafter 16,609 10,149 25,405 Total $ 43,753 $ 21,649 $ 38,268 |
Debt and Derivative Instruments
Debt and Derivative Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Derivative Instruments | NOTE 7 – DEBT AND DERIVATIVE INSTRUMENTS As of September 30, 2023 and December 31, 2022, the Company had the following mortgages and credit facility payable: September 30, 2023 December 31, 2022 Type of Debt Principal Amount Weighted Principal Weighted Fixed rate mortgages payable $ 112,102 3.84 % $ 112,345 3.84 % Variable rate mortgages payable with swap agreements 26,000 4.55 % 67,348 3.71 % Mortgages payable 138,102 3.97 % 179,693 3.79 % Credit facility payable 709,000 4.94 % 677,000 4.56 % Total debt before unamortized debt issuance costs including impact of interest rate swaps 847,102 4.79 % 856,693 4.40 % (Less): Unamortized debt issuance costs ( 3,428 ) ( 4,348 ) Total debt $ 843,674 $ 852,345 The Company's indebtedness bore interest at a weighted average interest rate of 4.79 % per annum at September 30, 2023, which includes the effects of interest rate swaps. The Company estimates the fair value of its total debt by discounting the future cash flows of each instrument at rates currently offered for similar debt instruments of comparable maturities by the Company’s lenders using Level 3 inputs. The carrying value of the Company’s debt excluding unamortized debt issuance costs was $ 847,102 and $ 856,693 as of September 30, 2023 and December 31, 2022, respectively, and its estimated fair value was $ 837,819 and $ 847,652 as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, scheduled principal payments and maturities on the Company’s debt were as follows: September 30, 2023 Scheduled Principal Payments and Maturities by Year: Scheduled Maturities of Mortgage Loans Maturity of Credit Facility Total 2023 (remainder of the year) $ 83 $ — $ — $ 83 2024 341 — — 341 2025 295 92,656 — 92,951 2026 — 44,727 134,000 178,727 2027 — — 575,000 575,000 Thereafter — — — — Total $ 719 $ 137,383 $ 709,000 $ 847,102 Credit Facility On February 3, 2022, the Company entered into a second amended and restated credit agreement (the “Credit Agreement”) with KeyBank National Association, individually and as administrative agent, KeyBanc Capital Markets Inc., PNC Capital Markets LLC and BofA Securities, Inc., as joint lead arrangers, and other lenders from time to time parties to the Credit Agreement (the “Credit Facility”). Pursuant to the Credit Agreement, the aggregate total commitments under the Credit Facility were increased from $ 350,000 to $ 475,000 . The Credit Facility consists of the “Revolving Credit Facility” providing revolving credit commitments in an aggregate amount of $ 200,000 and a term loan facility (the term loans funded under such commitments, the “Term Loan”) providing term loan commitments in an aggregate amount of $ 275,000 (increased from $ 150,000 ). On May 17, 2022, the Company entered into a First Amendment to Credit Agreement Regarding Incremental Term Loans (the “First Amendment”), amending the terms of the Credit Agreement primarily to draw an additional $ 300,000 to fund the IRPF Transaction discussed in Note 4 – “Acquisitions.” The Credit Agreement provides the Company with the ability from time to time to increase the size of the Credit Facility up to a total of $ 1,200,000 , subject to certain conditions. The Revolving Credit Facility matures on February 3, 2026 , and the Company has the option to extend the maturity date for one additional year subject to the payment of an extension fee and certain other conditions. The Term Loan matures on February 3, 2027 . Borrowings under the Credit Facility bear interest equal to one-month Term Secured Overnight Financing Rate (“SOFR”) plus a margin, the amount of which depends on the Company’s leverage ratio. At September 30, 2023, the Company had $ 134,000 outstanding under the Revolving Credit Facility and $ 575,000 outstanding under the Term Loan. At September 30, 2023, the interest rates on the Revolving Credit Facility and the Term Loan were 7.33 % and 4.39 % , respectively. As of September 30, 2023, the Company had a maximum amount of $ 66,000 available for borrowing under the Revolving Credit Facility, subject to the terms and conditions of the Credit Agreement that governs the Credit Facility, including compliance with the covenants which could further limit the amount available. Although all of the amount available under the Revolving Credit Facility is available to pay off existing mortgages, due to the covenant limitations, the Company expects to have substantially less than all $ 66,000 available to draw or otherwise undertake additional debt as a result of, among other things, completing the aforementioned IRPF Transaction and increasing the amount of the Term Loan. The Company’s performance of the obligations under the Credit Facility, including the payment of any outstanding indebtedness under the Credit Facility, is guaranteed by certain subsidiaries of the Company, including each of the subsidiaries of the Company which owns or leases any of the properties included in the pool of unencumbered properties comprising the borrowing base. Additional properties will be added to and removed from the pool from time to time to support amounts borrowed under the Credit Facility so long as at any time there are at least fifteen unencumbered properties with an unencumbered pool value of $ 300,000 or more. At September 30, 2023, there were 47 properties included in the pool of unencumbered properties. The Credit Facility requires compliance with certain covenants, including a minimum tangible net worth requirement, a limitation on the use of leverage, a distribution limitation, restrictions on indebtedness and investment restrictions. It also contains customary default provisions including the failure to comply with the Company's covenants and the failure to pay when amounts outstanding under the Credit Facility become due. As of September 30, 2023 , the Company was in compliance with all financial covenants related to the Credit Facility as amended. Mortgages Payable The Company’s mortgage loans require compliance with certain covenants, such as debt service ratios, investment restrictions and distribution limitations. As of September 30, 2023 , the Company was current on all of its debt service payments and in compliance with all financial covenants . All of the Company’s mortgage loans are secured by first mortgages on the respective real estate assets. As of September 30, 2023, the weighted average years to maturity for the Company’s mortgages payable was 2.3 years. There are no mortgage loans maturing in the next twelve months. Interest Rate Swap Agreements The Company entered into interest rate swaps to fix certain of its floating SOFR based debt under variable rate loans to a fixed rate to manage its risk exposure to interest rate fluctuations. The Company will generally match the maturity of the underlying variable rate debt with the maturity date on the interest swap. See Note 14 – "Fair Value Measurements" for further information. The following table summarizes the Company’s interest rate swap contracts outstanding as of September 30, 2023. Date Effective Maturity Receive Floating Rate Index (a) Pay Notional Fair Value at September 30, 2023 Assets December 5, 2022 December 1, 2022 January 1, 2026 One-month Term SOFR 2.25 % 26,000 1,404 February 3, 2022 March 1, 2022 February 3, 2027 One-month Term SOFR 1.69 % 90,000 7,767 February 3, 2022 March 1, 2022 February 3, 2027 One-month Term SOFR 1.85 % 100,000 8,118 February 3, 2022 March 1, 2022 February 3, 2027 One-month Term SOFR 1.72 % 85,000 7,282 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.71 % 60,000 3,286 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.71 % 60,000 3,279 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.71 % 75,000 4,109 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.77 % 55,000 2,925 $ 551,000 $ 38,170 (a) At September 30, 2023 , the one-month term SOFR was 5.32 % . The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022. Three Months Ended Nine Months Ended Derivatives in Cash Flow Hedging Relationships 2023 2022 2023 2022 Effective portion of derivatives $ 7,969 $ 21,971 $ 17,594 $ 41,112 Reclassification adjustment for amounts included in net gain or loss (effective portion) $ ( 4,270 ) $ ( 21 ) $ ( 11,604 ) $ 2,819 The total amount of interest expense presented on the consolidated statements of operations and comprehensive income (loss) was $ 10,727 and $ 8,721 , for the three months ended September 30, 2023 and 2022, respectively. The total amount of interest expense presented on the consolidated statements of operations and comprehensive income (loss) was $ 31,942 and $ 21,394 for the nine months ended September 30, 2023 and 2022 , respectively. The net gain or loss reclassified into income from accumulated other comprehensive income (loss) is reported in interest expense on the consolidated statements of operations and comprehensive income (loss). The amount that is expected to be reclassified from accumulated other comprehensive income into income (loss) in the next twelve months is $ 17,312 . |
Distributions
Distributions | 9 Months Ended |
Sep. 30, 2023 | |
Distributions [Abstract] | |
Distributions | NOTE 8 – DISTRIBUTIONS The table below presents the distributions paid and declared during the three and nine months ended September 30, 2023 and 2022. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Distributions paid $ 4,910 $ 4,897 $ 14,729 $ 14,679 Distributions declared $ 4,916 $ 4,902 $ 14,729 $ 14,694 |
Earnings (Loss) per Share
Earnings (Loss) per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | NOTE 9 – EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period (the “common shares”). Diluted EPS is computed by dividing net income (loss) by the common shares plus common share equivalents. The Company excludes antidilutive restricted shares and units from the calculation of weighted-average shares for diluted EPS. As a result of a net loss in the three and nine months ended September 30, 2023 , 4,433 and 4,809 s hares, respectively, were excluded from the computation of diluted EPS, because they would have been antidilutive. As a result of a net loss in the three and nine months ended September 30, 2022 , 3,300 shares and 4,754 shares, respectively, were excluded from the computation of diluted EPS, because they would have been antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES The Company may be subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on the consolidated financial statements of the Company. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | NOTE 11 – EQUITY-BASED COMPENSATION Under the Company’s Employee and Director Restricted Share Plan (“RSP”), restricted shares generally vest over a one to three year vesting period from the date of the grant, subject to the specific terms of the grant. In accordance with the RSP, restricted shares and restricted share units are issued to non-employee directors as compensation. Each restricted share and restricted share unit entitles the holder to receive one common share when it vests. Restricted shares are included in common stock outstanding on the date of vesting. Restricted share units are included in common stock outstanding on the date they are transferred to the non-employee director or their beneficiary. The grant-date value of the restricted shares and restricted share units is amortized over the vesting period representing the requisite service period. Compensation expense associated with the restricted shares issued to the non-employee directors was $ 20 and $ 64 , in the aggregate, for the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, the Co mpany had $ 55 of unrecognized compensation expense related to the unvested restricted shares, in the aggregate. The weighted average remaining period that compensation expense related to unvested restricted shares will be recognized is 1.41 years. The t otal fair value at the vesting date for restricted shares that vested during the three and nine months ended September 30, 2023 was zero and $ 29 , respectively. The total fair value at the vesting date for restricted shares and restricted share units that vested during the three and nine months ended September 30, 2022 was zero and $ 47 , respectively. As of December 31, 2022, there were no remaining unvested restricted share units and the Company has only been granting restricted shares to non-employee directors in recent years. A summary table of the status of the restricted shares is presented below: Restricted Shares Outstanding at December 31, 2022 9,172 Granted — Vested ( 1,469 ) Outstanding at September 30, 2023 7,703 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 12 – SEGMENT REPORTING The Company has one reportable segment as defined by GAAP, retail real estate, for the nine months ended September 30, 2023 and 2022 . |
Transactions with Related Parti
Transactions with Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Transactions With Related Parties | NOTE 13 – TRANSACTIONS WITH RELATED PARTIES On May 17, 2022, the Company acquired the IRPF Properties from the Seller, a fund managed by an affiliate of the Company’s sponsor and business manager. See Note 4 – "Acquisitions" for further information. The following table summarizes the Company’s related party transactions for the three and nine months ended September 30, 2023 and 2022. Certain compensation and fees payable to the Business Manager for services provided to the Company are limited to maximum amounts. Three Months Ended Nine Months Ended Unpaid amounts (f) as of 2023 2022 2023 2022 September 30, 2023 December 31, 2022 General and administrative reimbursements (a) $ 420 $ 479 $ 1,362 $ 1,282 $ 315 $ 241 Loan costs (b) $ — $ — $ — $ 42 $ — $ — Acquisition related costs (c) $ — $ — $ — $ 19 $ — $ — Real estate management fees $ 1,357 $ 1,393 $ 4,233 $ 3,753 $ — $ — Property operating expenses 456 363 1,457 1,042 10 24 Construction management fees 213 22 312 37 51 45 Leasing fees 93 108 249 313 106 132 Total real estate management related costs (d) $ 2,119 $ 1,886 $ 6,251 $ 5,145 $ 167 $ 201 Business management fees (e) 2,306 $ 2,707 $ 7,322 $ 7,500 $ 2,306 $ 2,713 (a) The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses incurred by the Business Manager or its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Unpaid amounts are included in due to related parties on the consolidated balance sheets. (b) The Business Manager and its related parties are entitled to reimbursement for certain legal costs related to securing financing for the Company. Such costs are capitalized as debt issuance costs on the consolidated balance sheets and amortized into interest expense on the consolidated statements of operations and comprehensive income (loss) over the term of the related financing. Unpaid amounts are included in due to related parties in the consolidated balance sheets. (c) The Business Manager and its related parties are reimbursed for acquisition and tran saction related costs of the Business Manager and its related parties relating to the Company's acquisition activities, regardless of whether the Company acquires the real estate assets. All of the $ 19 related party acquisition costs incurred during the nine months ended September 30, 2022 are capitalized in the accompanying consolidated balance sheets. See Note 4 - "Acquisitions" for further information. (d) For each property that is managed by Inland Commercial Real Estate Services LLC (the “Real Estate Manager”) (and its predecessor), the Company pays a monthly real estate management fee of up to 1.9 % of the gross income from any single-tenant, net-leased property, and up to 3.9 % of the gross income from any other property type. The Real Estate Manager determines, in its sole discretion, the amount of the fee with respect to a particular property, subject to the limitations. For each property that is managed directly by the Real Estate Manager or its affiliates, the Company pays the Real Estate Manager a separate leasing fee. Further, in the event that the Company engages its Real Estate Manager to provide construction management services for a property, the Company pays a separate construction management fee. Leasing fees are included in deferred costs, net and construction management fees are included in building and other improvements in the consolidated balance sheets. The Company also reimburses the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses and benefits of persons performing services for the Real Estate Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as an executive officer of the Real Estate Manager or the Company. Real estate management fees and reimbursable expenses are included in property operating expenses in the consolidated statements of operations and comprehensive income (loss). (e) Prior to April 1, 2023, the Company paid the Business Manager an annual business management fee equal to 0.65 % of its “average invested assets.” The fee is payable quarterly in an amount equal to 0.1625 % of its average invested assets as of the last day of the immediately preceding quarter. Effective April 1, 2023, the Company paid the Business Manager an annual business management fee equal to 0.55 % of its "averaged invested assets." The fee is payable quarterly in an amount equal to 0.1375 % of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties on the consolidated balance sheets. (f) In this table, unpaid amounts as of December 31, 2022 does not reflect $ 879 due to IRPF related to tenant reconciliations for the eight properties acquired during 2022. On March 23, 2023, the Company entered into a Third Amended and Restated Business Management Agreement (the “Third Business Management Agreement”) with the Business Manager effective April 1, 2023, which amends and restates the existing Second Amended and Restated Business Management Agreement dated October 15, 2021 (the “Second Business Management Agreement”) to make the following changes, among others: • decrease the annual business management fee (the “Business Management Fee”) payable to the Business Manager by the Company from 0.65 % of Average Invested Assets to 0.55 % of Average Invested Assets; • change the termination date of the agreement to March 31, 2027, and remove the provisions regarding one-year renewal terms; • delete the provision, formerly included to conform to provisions in the Company’s Second Articles of Amendment and Restatement, which has since been amended and restated, requiring the Business Manager to reimburse the Company, subject to certain exceptions, for any amount by which the Total Operating Expenses (including the Business Management Fee and other fees payable hereunder) of the Company for the Fiscal Year just ended exceeded the greater of (i) two percent ( 2 %) of the total of the Average Invested Assets for the just ended Fiscal Year; or (ii) twenty-five percent ( 25 %) of the Net Income for the just ended Fiscal Year; • amend the indemnification section to remove certain conditions to, and limitations on, the Company’s ability to indemnify the Business Manager and the Business Manager’s officers, directors, employees and agents, which conditions and limitations were formerly included to conform to provisions in the Company’s Second Articles of Amendment and Restatement that has since been amended and restated, and to provide that indemnification will be provided to the full extent permitted by law; • add a definition for “Cause Event” that includes, for example, certain bad acts by, or the insolvency of, the Business Manager and provide that the Third Business Management Agreement may be terminated by the Company with the affirmative vote of a majority of its Independent Directors; • provide that if the Third Business Management Agreement is terminated pursuant to Section 14(b) (Termination by Company for a Cause Event), the Business Manager will not be entitled to compensation after the date of termination, provided that the Business Manager will be paid the Business Management Fee payable under Section 7(a) through the date of termination; and • provide that if the Third Business Management Agreement is terminated pursuant to any of Sections 14(c) (Termination by the Company for Convenience), 14(d) (Termination by the Business Manager) or 14(e) (Termination Pursuant to a Qualifying Internalization), the Business Manager will be entitled to payment of the Business Management Fee payable under Section 7(a) for the remainder of the Term using the calculations made for the quarter in which the agreement was terminated, which payment will be made within 30 days of the termination. Capitalized terms used above but not defined in this Quarterly Report have the definitions ascribed to them in the applicable business management agreement. The above description is qualified by reference to the Third Business Management Agreement in its entirety, a copy of which is included with this Quarterly Report as exhibit 10.1. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 14 – FAIR VALUE MEASUREMENTS Fair Value Hierarchy The Company defines fair value based on the price that it believes would be received upon sale of an asset or the exit price that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of three broad levels, which are described below: Level 1 − Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. Level 2 − Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3 − Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company has estimated the fair value of its financial and non-financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Recurring Fair Value Measurements For assets and liabilities measured at fair value on a recurring basis, the table below presents the fair value of the Company’s cash flow hedges as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. Fair Value Level 1 Level 2 Level 3 Total September 30, 2023 Interest rate swap agreements - Other assets $ — $ 38,170 $ — $ 38,170 Interest rate swap agreements - Other liabilities $ — $ — $ — $ — December 31, 2022 Interest rate swap agreements - Other assets $ — $ 33,274 $ — $ 33,274 Interest rate swap agreements - Other liabilities $ — $ — $ — $ — The fair value of derivative instruments was estimated based on data observed in the forward yield curve which is widely observed in the marketplace. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty's nonperformance risk in the fair value measurements which utilize Level 3 inputs, such as estimates of current credit spreads. The Company has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative interest rate swap agreements and therefore has classified these in Level 2 of the hierarchy. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 15 – SUBSEQUENT EVENTS In connection with the preparation of its consolidated financial statements, the Company has evaluated events that occurred subsequent to September 30, 2023 through the date on which these consolidated financial statements were issued to determine whether any of these events required disclosure in the consolidated financial statements. Director Stock Awards On November 7, 2023, the Company granted each of its four independent directors 1,208.46 restricted shares for a total of 4,834 restricted shares with a total value of $ 96 . The restricted shares will vest in equal one-third increments on November 7, 2024 , 2025 and 2026 . SRP Amendment On November 7, 2023, the Company’s board of directors approved certain amendments to the SRP to remove the DRP proceeds limitation. These changes will be effective after required publication and notice is provided to stockholders. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
General | General The consolidated financial statements have been prepared in accordance with GAAP and require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. In the opinion of management, all adjustments necessary for a fair statement, in all material respects, of the financial position and results of operations for the periods are presented. Actual results could differ from those estimates. The results of operations for the interim periods are not necessarily indicative of the results for the entire year. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the first quarter of 2020, the Company elected to apply the hedge accounting expedients related to the probability and assessments of the effectiveness for future London Interbank Offered Rate (“LIBOR”) indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
Restricted Cash | Restricted Cash Amounts included in restricted cash represent those required to be set aside by lenders for real estate taxes, insurance, capital expenditures and tenant improvements on the Company's existing properties. These amounts also include post close escrows for tenant improvements, leasing commissions, master lease, general repairs and maintenance, and are classified as restricted cash on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s consolidated balance sheets to such amounts shown in the Company’s consolidated statements of cash flows: September 30, 2023 2022 Cash and cash equivalents $ 9,271 $ 9,217 Restricted cash 478 477 Total cash, cash equivalents, and restricted cash $ 9,749 $ 9,694 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s consolidated balance sheets to such amounts shown in the Company’s consolidated statements of cash flows: September 30, 2023 2022 Cash and cash equivalents $ 9,271 $ 9,217 Restricted cash 478 477 Total cash, cash equivalents, and restricted cash $ 9,749 $ 9,694 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Properties Acquired | The following table provides further details of the properties acquired during the year ended December 31, 2022: Date Property Name Number of Transactions Number of Properties Square Purchase 5/17/2022 IRPF Properties 1 8 686,851 $ 278,153 686,851 $ 278,153 (a) Contractual purchase price excluding closing credits. |
Schedule of Major Assets Acquired and Liabilities Assumed | The following table presents certain additional information regarding the Company’s acquisitions during the year ended December 31, 2022. The amounts recognized for major assets acquired and liabilities assumed as of the acquisition date are as follows: Year Ended December 31, 2022 Land $ 62,510 Building and improvements 192,722 Acquired lease intangible assets 33,285 Acquired intangible liabilities ( 9,654 ) Assumed liabilities, net ( 983 ) Total $ 277,880 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Rental Income Related to Operating Leases | Rental income related to the Company's operating leases is comprised of the following: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Rental income - fixed payments $ 28,943 $ 28,545 $ 86,380 $ 78,114 Rental income - variable payments (a) 7,427 7,086 22,504 18,202 Amortization of acquired lease intangibles, net ( 46 ) 269 2,375 798 Rental income $ 36,324 $ 35,900 $ 111,259 $ 97,114 (a) Primarily includes tenant recovery income for real estate taxes, common area maintenance and insurance. |
Acquired Intangible Assets an_2
Acquired Intangible Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Liabilities | The following table summarizes the Company’s identified intangible assets and liabilities as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Intangible assets: Acquired in-place lease value $ 183,305 $ 183,305 Acquired above market lease value 52,640 52,640 Accumulated amortization ( 170,543 ) ( 158,984 ) Acquired lease intangibles, net $ 65,402 $ 76,961 Intangible liabilities: Acquired below market lease value $ 79,914 $ 79,914 Accumulated amortization ( 41,646 ) ( 36,575 ) Acquired below market lease intangibles, net $ 38,268 $ 43,339 |
Schedule of Amortization of Acquired In Place Lease Value, Above Market and Below Market Lease Values | Amortization pertaining to acquired in-place lease value, above market lease value and below market lease value is summarized below: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Amortization recorded as amortization expense: Acquired in-place lease value $ 2,651 $ 3,224 $ 8,863 $ 8,183 Amortization recorded as a (reduction) increase to rental income: Acquired above market leases $ ( 900 ) $ ( 947 ) $ ( 2,696 ) $ ( 2,491 ) Acquired below market leases 854 1,216 5,071 3,289 Net rental income increase $ ( 46 ) $ 269 $ 2,375 $ 798 |
Schedule of Estimated Amortization of Intangible Lease Assets and Liabilities | Estimated amortization of the respective intangible lease assets and liabilities as of September 30, 2023 for each of the five succeeding years and thereafter is as follows: Acquired Above Market Leases Below 2023 (remainder of year) $ 2,554 $ 879 $ 847 2024 9,168 3,321 3,301 2025 6,772 2,935 3,065 2026 5,041 2,507 2,926 2027 3,609 1,858 2,724 Thereafter 16,609 10,149 25,405 Total $ 43,753 $ 21,649 $ 38,268 |
Debt and Derivative Instrumen_2
Debt and Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Mortgages and Credit Facilities Payable | As of September 30, 2023 and December 31, 2022, the Company had the following mortgages and credit facility payable: September 30, 2023 December 31, 2022 Type of Debt Principal Amount Weighted Principal Weighted Fixed rate mortgages payable $ 112,102 3.84 % $ 112,345 3.84 % Variable rate mortgages payable with swap agreements 26,000 4.55 % 67,348 3.71 % Mortgages payable 138,102 3.97 % 179,693 3.79 % Credit facility payable 709,000 4.94 % 677,000 4.56 % Total debt before unamortized debt issuance costs including impact of interest rate swaps 847,102 4.79 % 856,693 4.40 % (Less): Unamortized debt issuance costs ( 3,428 ) ( 4,348 ) Total debt $ 843,674 $ 852,345 |
Schedule of Principal Payments and Maturities of Company's Debt | As of September 30, 2023, scheduled principal payments and maturities on the Company’s debt were as follows: September 30, 2023 Scheduled Principal Payments and Maturities by Year: Scheduled Maturities of Mortgage Loans Maturity of Credit Facility Total 2023 (remainder of the year) $ 83 $ — $ — $ 83 2024 341 — — 341 2025 295 92,656 — 92,951 2026 — 44,727 134,000 178,727 2027 — — 575,000 575,000 Thereafter — — — — Total $ 719 $ 137,383 $ 709,000 $ 847,102 |
Summary of Interest Rate Swap Contracts Outstanding | The following table summarizes the Company’s interest rate swap contracts outstanding as of September 30, 2023. Date Effective Maturity Receive Floating Rate Index (a) Pay Notional Fair Value at September 30, 2023 Assets December 5, 2022 December 1, 2022 January 1, 2026 One-month Term SOFR 2.25 % 26,000 1,404 February 3, 2022 March 1, 2022 February 3, 2027 One-month Term SOFR 1.69 % 90,000 7,767 February 3, 2022 March 1, 2022 February 3, 2027 One-month Term SOFR 1.85 % 100,000 8,118 February 3, 2022 March 1, 2022 February 3, 2027 One-month Term SOFR 1.72 % 85,000 7,282 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.71 % 60,000 3,286 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.71 % 60,000 3,279 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.71 % 75,000 4,109 May 17, 2022 June 1, 2022 February 3, 2027 One-month Term SOFR 2.77 % 55,000 2,925 $ 551,000 $ 38,170 (a) At September 30, 2023 , the one-month term SOFR was 5.32 % . |
Schedule of Effect of Derivatives on Consolidated Statements of Operations and Comprehensive Income (Loss) | The table below presents the effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022. Three Months Ended Nine Months Ended Derivatives in Cash Flow Hedging Relationships 2023 2022 2023 2022 Effective portion of derivatives $ 7,969 $ 21,971 $ 17,594 $ 41,112 Reclassification adjustment for amounts included in net gain or loss (effective portion) $ ( 4,270 ) $ ( 21 ) $ ( 11,604 ) $ 2,819 |
Distributions (Tables)
Distributions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Distributions [Abstract] | |
Schedule of Distributions Paid and Declared | The table below presents the distributions paid and declared during the three and nine months ended September 30, 2023 and 2022. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Distributions paid $ 4,910 $ 4,897 $ 14,729 $ 14,679 Distributions declared $ 4,916 $ 4,902 $ 14,729 $ 14,694 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Shares | A summary table of the status of the restricted shares is presented below: Restricted Shares Outstanding at December 31, 2022 9,172 Granted — Vested ( 1,469 ) Outstanding at September 30, 2023 7,703 |
Transactions with Related Par_2
Transactions with Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the Company’s related party transactions for the three and nine months ended September 30, 2023 and 2022. Certain compensation and fees payable to the Business Manager for services provided to the Company are limited to maximum amounts. Three Months Ended Nine Months Ended Unpaid amounts (f) as of 2023 2022 2023 2022 September 30, 2023 December 31, 2022 General and administrative reimbursements (a) $ 420 $ 479 $ 1,362 $ 1,282 $ 315 $ 241 Loan costs (b) $ — $ — $ — $ 42 $ — $ — Acquisition related costs (c) $ — $ — $ — $ 19 $ — $ — Real estate management fees $ 1,357 $ 1,393 $ 4,233 $ 3,753 $ — $ — Property operating expenses 456 363 1,457 1,042 10 24 Construction management fees 213 22 312 37 51 45 Leasing fees 93 108 249 313 106 132 Total real estate management related costs (d) $ 2,119 $ 1,886 $ 6,251 $ 5,145 $ 167 $ 201 Business management fees (e) 2,306 $ 2,707 $ 7,322 $ 7,500 $ 2,306 $ 2,713 (a) The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses incurred by the Business Manager or its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Unpaid amounts are included in due to related parties on the consolidated balance sheets. (b) The Business Manager and its related parties are entitled to reimbursement for certain legal costs related to securing financing for the Company. Such costs are capitalized as debt issuance costs on the consolidated balance sheets and amortized into interest expense on the consolidated statements of operations and comprehensive income (loss) over the term of the related financing. Unpaid amounts are included in due to related parties in the consolidated balance sheets. (c) The Business Manager and its related parties are reimbursed for acquisition and tran saction related costs of the Business Manager and its related parties relating to the Company's acquisition activities, regardless of whether the Company acquires the real estate assets. All of the $ 19 related party acquisition costs incurred during the nine months ended September 30, 2022 are capitalized in the accompanying consolidated balance sheets. See Note 4 - "Acquisitions" for further information. (d) For each property that is managed by Inland Commercial Real Estate Services LLC (the “Real Estate Manager”) (and its predecessor), the Company pays a monthly real estate management fee of up to 1.9 % of the gross income from any single-tenant, net-leased property, and up to 3.9 % of the gross income from any other property type. The Real Estate Manager determines, in its sole discretion, the amount of the fee with respect to a particular property, subject to the limitations. For each property that is managed directly by the Real Estate Manager or its affiliates, the Company pays the Real Estate Manager a separate leasing fee. Further, in the event that the Company engages its Real Estate Manager to provide construction management services for a property, the Company pays a separate construction management fee. Leasing fees are included in deferred costs, net and construction management fees are included in building and other improvements in the consolidated balance sheets. The Company also reimburses the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses and benefits of persons performing services for the Real Estate Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as an executive officer of the Real Estate Manager or the Company. Real estate management fees and reimbursable expenses are included in property operating expenses in the consolidated statements of operations and comprehensive income (loss). (e) Prior to April 1, 2023, the Company paid the Business Manager an annual business management fee equal to 0.65 % of its “average invested assets.” The fee is payable quarterly in an amount equal to 0.1625 % of its average invested assets as of the last day of the immediately preceding quarter. Effective April 1, 2023, the Company paid the Business Manager an annual business management fee equal to 0.55 % of its "averaged invested assets." The fee is payable quarterly in an amount equal to 0.1375 % of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties on the consolidated balance sheets. (f) In this table, unpaid amounts as of December 31, 2022 does not reflect $ 879 due to IRPF related to tenant reconciliations for the eight properties acquired during 2022. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on a Recurring Basis | For assets and liabilities measured at fair value on a recurring basis, the table below presents the fair value of the Company’s cash flow hedges as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. Fair Value Level 1 Level 2 Level 3 Total September 30, 2023 Interest rate swap agreements - Other assets $ — $ 38,170 $ — $ 38,170 Interest rate swap agreements - Other liabilities $ — $ — $ — $ — December 31, 2022 Interest rate swap agreements - Other assets $ — $ 33,274 $ — $ 33,274 Interest rate swap agreements - Other liabilities $ — $ — $ — $ — |
Organization (Narrative) (Detai
Organization (Narrative) (Details) | Sep. 30, 2023 ft² State Property |
Organization [Line Items] | |
Number of retail properties owned | Property | 52 |
Square footage of real estate properties owned | ft² | 7,166,282 |
Number of states in which company owns real estate properties | State | 24 |
Physical occupancy rate of properties portfolio | 91.30% |
Economic occupancy rate of properties portfolio | 91.90% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 9,271 | $ 4,857 | $ 9,217 | |
Restricted cash | 478 | 477 | 477 | |
Total cash, cash equivalents, and restricted cash | $ 9,749 | $ 5,334 | $ 9,694 | $ 13,383 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 36 Months Ended | 131 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 16, 2015 | Sep. 30, 2023 | Dec. 31, 2022 | Mar. 03, 2020 | |
Equity [Line Items] | ||||||||
Common stock, shares sold | 36,182,331 | 36,182,331 | 33,534,022 | 36,182,331 | 36,184,058 | |||
Proceeds from offering | $ 834,399 | |||||||
Common stock, shares outstanding | 36,182,331 | 36,182,331 | 36,182,331 | 36,184,058 | ||||
Distribution reinvested | $ 1,742 | $ 1,814 | $ 5,264 | $ 5,485 | ||||
Stock repurchase program, amount | 1,612 | 908 | $ 4,253 | 2,743 | ||||
Third Amended and Restated Share Repurchase Program [Member] | ||||||||
Equity [Line Items] | ||||||||
Limit on share repurchases as a percentage of proceeds of the distribution reinvestment program | 50% | |||||||
Description of share repurchase program | Under the Third SRP, the Company is authorized to make ordinary repurchases and Exceptional Repurchases at a price equal to 80.0% of the “share price,” which is defined in the Third SRP as an amount equal to the lesser of: (A) $25, as adjusted under certain circumstances, including, among other things, if the applicable shares were purchased from the Company at a discounted price; of (B) the most recently disclosed estimated value per share. Prior to the amendment, the Company was authorized to make Exceptional Repurchases at a price equal to 100% of the “share price.” | |||||||
Third Amended and Restated Share Repurchase Program [Member] | Exceptional Repurchases [Member] | ||||||||
Equity [Line Items] | ||||||||
Percentage of share price on repurchase of shares | 80% | |||||||
Prior Share Repurchase Agreement [Member] | Exceptional Repurchases [Member] | ||||||||
Equity [Line Items] | ||||||||
Percentage of share price on repurchase of shares | 100% | |||||||
Stock Repurchase Program [Member] | ||||||||
Equity [Line Items] | ||||||||
Shares repurchased through the share repurchase program | 3,783,724 | |||||||
Minimum [Member] | ||||||||
Equity [Line Items] | ||||||||
Stock repurchase program, to be held | 1 year | |||||||
Maximum [Member] | Third Amended and Restated Share Repurchase Program [Member] | ||||||||
Equity [Line Items] | ||||||||
Stock repurchase program per share amount | $ 25 | |||||||
Percentage of prior fiscal year end outstanding shares that may be repurchased | 5% | |||||||
DRP [Member] | ||||||||
Equity [Line Items] | ||||||||
Distribution reinvestment plan, shares | 6,416,644 | |||||||
Distribution reinvested | $ 1,742 | $ 1,814 | $ 5,264 | $ 5,485 |
Acquisitions - Additional Infor
Acquisitions - Additional Information - (Details) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 17, 2022 ft² Property State | |
Business Combinations [Abstract] | ||||
Number of properties acquired | Property | 8 | |||
Number of grocery-anchored properties | Property | 7 | |||
Number of states in which property acquired | State | 7 | |||
Square footage of properties acquired | ft² | 686,851 | |||
Acquisition costs | $ 710 | |||
Income from acquired property | $ 18,016 | $ 8,682 | ||
Income from acquired property, net | $ 11,664 | $ 5,586 |
Acquisitions - Schedule of Prop
Acquisitions - Schedule of Properties Acquired - (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) ft² Transaction Property | May 17, 2022 Property | |
Business Acquisition [Line Items] | ||
Number of Properties | Property | 8 | |
Square Footage | ft² | 686,851 | |
Purchase Price | $ | $ 278,153 | |
IRPF Properties [Member] | ||
Business Acquisition [Line Items] | ||
Date Acquired | May 17, 2022 | |
Number of Transactions | Transaction | 1 | |
Number of Properties | Property | 8 | |
Square Footage | ft² | 686,851 | |
Purchase Price | $ | $ 278,153 |
Acquisitions - Schedule of Majo
Acquisitions - Schedule of Major Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Business Combinations [Abstract] | ||
Land | $ 62,510 | $ 62,510 |
Building and improvements | 192,722 | |
Acquired lease intangible assets | 33,285 | 33,285 |
Acquired intangible liabilities | (9,654) | (9,654) |
Assumed liabilities, net | (983) | $ (982) |
Total | $ 277,880 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) OperatingLease | Dec. 31, 2022 USD ($) | |
Operating Leased Assets [Line Items] | ||
Number of retail operating leases | OperatingLease | 810 | |
Accounts and rent receivable | $ 20,451 | $ 20,114 |
Allowance for bad debts | $ 1,185 | $ 1,119 |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Lessor, operating leases, remaining lease term | 1 year | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Lessor, operating leases, remaining lease term | 15 years |
Leases - Summary of Rental Inco
Leases - Summary of Rental Income Related to Operating Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Operating Lease, Lease Income [Abstract] | |||||
Rental income - fixed payments | $ 28,943 | $ 28,545 | $ 86,380 | $ 78,114 | |
Rental income - variable payments | [1] | 7,427 | 7,086 | 22,504 | 18,202 |
Amortization of acquired lease intangibles, net | (46) | 269 | 2,375 | 798 | |
Rental income | $ 36,324 | $ 35,900 | $ 111,259 | $ 97,114 | |
[1] Primarily includes tenant recovery income for real estate taxes, common area maintenance and insurance. |
Acquired Intangible Assets an_3
Acquired Intangible Assets and Liabilities (Schedule of Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible assets: | ||
Accumulated amortization | $ (170,543) | $ (158,984) |
Acquired lease intangibles, net | 65,402 | 76,961 |
Intangible liabilities: | ||
Acquired below market lease value | 79,914 | 79,914 |
Accumulated amortization | (41,646) | (36,575) |
Acquired below market lease intangibles, net | 38,268 | 43,339 |
Acquired in-place lease value [Member] | ||
Intangible assets: | ||
Acquired intangible assets | 183,305 | 183,305 |
Acquired lease intangibles, net | 43,753 | |
Acquired above market lease value [Member] | ||
Intangible assets: | ||
Acquired intangible assets | 52,640 | $ 52,640 |
Acquired lease intangibles, net | $ 21,649 |
Acquired Intangible Assets an_4
Acquired Intangible Assets and Liabilities (Schedule of Amortization of Acquired In Place Lease Value, Above Market and Below Market Lease Values) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization recorded as a (reduction) increase to rental income | $ (46) | $ 269 | $ 2,375 | $ 798 |
Acquired in-place lease value [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization recorded as amortization expense | 2,651 | 3,224 | 8,863 | 8,183 |
Acquired above market lease value [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization recorded as a (reduction) increase to rental income | (900) | (947) | (2,696) | (2,491) |
Acquired below market lease value [Member] | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Amortization recorded as a (reduction) increase to rental income | $ 854 | $ 1,216 | $ 5,071 | $ 3,289 |
Acquired Intangible Assets an_5
Acquired Intangible Assets and Liabilities (Schedule of Estimated Amortization of Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Future amortization for acquired in-place and above market lease assets: | ||
Acquired lease intangibles, net | $ 65,402 | $ 76,961 |
Acquired in-place lease value [Member] | ||
Future amortization for acquired in-place and above market lease assets: | ||
2023 (remainder of year) | 2,554 | |
2024 | 9,168 | |
2025 | 6,772 | |
2026 | 5,041 | |
2027 | 3,609 | |
Thereafter | 16,609 | |
Acquired lease intangibles, net | 43,753 | |
Above Market Leases [Member] | ||
Future amortization for acquired in-place and above market lease assets: | ||
2023 (remainder of year) | 879 | |
2024 | 3,321 | |
2025 | 2,935 | |
2026 | 2,507 | |
2027 | 1,858 | |
Thereafter | 10,149 | |
Acquired lease intangibles, net | 21,649 | |
Future amortization for below market lease liabilities: | ||
2023 (remainder of year) | 847 | |
2024 | 3,301 | |
2025 | 3,065 | |
2026 | 2,926 | |
2027 | 2,724 | |
Thereafter | 25,405 | |
Total | $ 38,268 |
Debt and Derivative Instrumen_3
Debt and Derivative Instruments (Schedule of Mortgages and Credit Facility Payable) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Mortgage Loans On Real Estate [Line Items] | ||
Mortgages payable | $ 138,102 | $ 179,693 |
Credit facility payable | 709,000 | 677,000 |
Total debt before unamortized debt issuance costs including impact of interest rate swaps | 847,102 | 856,693 |
Less: Unamortized debt issuance costs | (3,428) | (4,348) |
Total debt | $ 843,674 | $ 852,345 |
Mortgages Payable, Weighted Average Interest Rate | 3.97% | 3.79% |
Credit Facilities Payable, Weighted Average Interest Rate | 4.94% | 4.56% |
Total debt before unamortized debt issuance costs including impact of interest rate swaps, Weighted Average Interest Rate | 4.79% | 4.40% |
Fixed rate mortgages payable [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Mortgages payable | $ 112,102 | $ 112,345 |
Mortgages Payable, Weighted Average Interest Rate | 3.84% | 3.84% |
Variable rate mortgages payable with swap agreements [Member] | ||
Mortgage Loans On Real Estate [Line Items] | ||
Mortgages payable | $ 26,000 | $ 67,348 |
Mortgages Payable, Weighted Average Interest Rate | 4.55% | 3.71% |
Debt and Derivative Instrumen_4
Debt and Derivative Instruments (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
May 17, 2022 USD ($) | Feb. 03, 2022 USD ($) | Feb. 02, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Property | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Indebtedness includes effects of interest rate swap, weighted average interest rate | 4.79% | 4.79% | ||||||
Debt principal balance | $ 847,102 | $ 847,102 | $ 856,693 | |||||
Estimated fair value of debt | 837,819 | 837,819 | 847,652 | |||||
Outstanding line of credit | 709,000 | 709,000 | $ 677,000 | |||||
Interest expense | 10,727 | $ 8,721 | 31,942 | $ 21,394 | ||||
Amount expected to be reclassified from accumulated other comprehensive income (loss) into income in the next twelve months | $ 17,312 | |||||||
Mortgages Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt, covenant compliance | the Company was current on all of its debt service payments and in compliance with all financial covenants | |||||||
Weighted Average Years to Maturity | 2 years 3 months 18 days | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding line of credit | 134,000 | $ 134,000 | ||||||
Credit facility, interest rate | 7.33% | |||||||
Credit facility, maturity date | Feb. 03, 2026 | |||||||
Line of credit facility, expiration date, extension period | 1 year | |||||||
Credit facility available for borrowing | 66,000 | $ 66,000 | ||||||
Revolving Credit Facility [Member] | Lenders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of commitments | $ 200,000 | |||||||
Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Incremental amount borrowed under the term loan | $ 300,000 | |||||||
Outstanding line of credit | 575,000 | $ 575,000 | ||||||
Credit facility, interest rate | 4.39% | |||||||
Credit facility, maturity date | Feb. 03, 2027 | |||||||
Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt principal balance | $ 709,000 | $ 709,000 | ||||||
Number of properties pledged as collateral | Property | 47 | |||||||
Debt, covenant compliance | the Company was in compliance with all financial covenants related to the Credit Facility as amended. | |||||||
Minimum [Member] | Revolving Credit Facility [Member] | Lenders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of commitments | $ 350,000 | |||||||
Number of properties pledged as collateral | Property | 15 | |||||||
Unencumbered pool value | $ 300,000 | |||||||
Maximum [Member] | Revolving Credit Facility [Member] | Lenders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of commitments | 475,000 | |||||||
Periodic aggregate commitment for credit facility | 1,200,000 | |||||||
Maximum [Member] | Term Loan [Member] | Lenders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate amount of term loan commitments | $ 275,000 | $ 150,000 |
Debt and Derivative Instrumen_5
Debt and Derivative Instruments (Schedule of Principal Payments and Maturities of Company's Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2023 (remainder of the year) | $ 83 | |
2024 | 341 | |
2025 | 92,951 | |
2026 | 178,727 | |
2027 | 575,000 | |
Total debt before unamortized debt issuance costs including impact of interest rate swaps | 847,102 | $ 856,693 |
Maturity of Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
2026 | 134,000 | |
2027 | 575,000 | |
Total debt before unamortized debt issuance costs including impact of interest rate swaps | 709,000 | |
Scheduled Principal Payments [Member] | ||
Debt Instrument [Line Items] | ||
2023 (remainder of the year) | 83 | |
2024 | 341 | |
2025 | 295 | |
Total debt before unamortized debt issuance costs including impact of interest rate swaps | 719 | |
Maturities of Mortgage Loans [Member] | ||
Debt Instrument [Line Items] | ||
2025 | 92,656 | |
2026 | 44,727 | |
Total debt before unamortized debt issuance costs including impact of interest rate swaps | $ 137,383 |
Debt and Derivative Instrumen_6
Debt and Derivative Instruments (Summary of Interest Rate Swap Contracts Outstanding) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) | ||
Derivative [Line Items] | ||
Derivative assets, notional amount | $ 551,000 | |
Fair value of derivative assets measured on recurring basis | $ 38,170 | |
Interest Rate Swap One [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | Dec. 05, 2022 | |
Derivative instrument, effective date | Dec. 01, 2022 | |
Derivative instrument, maturity date | Jan. 01, 2026 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 2.25% | |
Derivative assets, notional amount | $ 26,000 | |
Fair value of derivative assets measured on recurring basis | $ 1,404 | |
Interest Rate Swap Two [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | Feb. 03, 2022 | |
Derivative instrument, effective date | Mar. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 1.69% | |
Derivative assets, notional amount | $ 90,000 | |
Fair value of derivative assets measured on recurring basis | $ 7,767 | |
Interest Rate Swap Three [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | Feb. 03, 2022 | |
Derivative instrument, effective date | Mar. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 1.85% | |
Derivative assets, notional amount | $ 100,000 | |
Fair value of derivative assets measured on recurring basis | $ 8,118 | |
Interest Rate Swap Four [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | Feb. 03, 2022 | |
Derivative instrument, effective date | Mar. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 1.72% | |
Derivative assets, notional amount | $ 85,000 | |
Fair value of derivative assets measured on recurring basis | $ 7,282 | |
Interest Rate Swap Five [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | May 17, 2022 | |
Derivative instrument, effective date | Jun. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 2.71% | |
Derivative assets, notional amount | $ 60,000 | |
Fair value of derivative assets measured on recurring basis | $ 3,286 | |
Interest Rate Swap Six [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | May 17, 2022 | |
Derivative instrument, effective date | Jun. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 2.71% | |
Derivative assets, notional amount | $ 60,000 | |
Fair value of derivative assets measured on recurring basis | $ 3,279 | |
Interest Rate Swap Seven [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | May 17, 2022 | |
Derivative instrument, effective date | Jun. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 2.71% | |
Derivative assets, notional amount | $ 75,000 | |
Fair value of derivative assets measured on recurring basis | $ 4,109 | |
Interest Rate Swap Eight [Member] | ||
Derivative [Line Items] | ||
Derivative instrument, date entered | May 17, 2022 | |
Derivative instrument, effective date | Jun. 01, 2022 | |
Derivative instrument, maturity date | Feb. 03, 2027 | |
Derivative instrument, receive floating rate index | One-month Term SOFR | [1] |
Derivative instrument, pay fixed interest rate | 2.77% | |
Derivative assets, notional amount | $ 55,000 | |
Fair value of derivative assets measured on recurring basis | $ 2,925 | |
[1] At September 30, 2023 , the one-month term SOFR was 5.32 % . |
Debt and Derivative Instrumen_7
Debt and Derivative Instruments (Summary of Interest Rate Swap Contracts Outstanding) (Parenthetical) (Details) - SOFR | 9 Months Ended |
Sep. 30, 2023 | |
Derivative [Line Items] | |
Derivative instrument, receive floating rate index | one-month term SOFR |
One month floating rate | 5.32% |
Debt and Derivative Instrumen_8
Debt and Derivative Instruments (Schedule of Effect of Derivatives on Consolidated Statements of Operations and Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Reclassification adjustment for amounts included in net loss | $ (4,270) | $ (21) | $ (11,604) | $ 2,819 |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Effective portion of derivatives | 7,969 | 21,971 | 17,594 | 41,112 |
Reclassification adjustment for amounts included in net loss | $ (4,270) | $ (21) | $ (11,604) | $ 2,819 |
Distributions (Schedule of Dist
Distributions (Schedule of Distributions Paid and Declared) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Distributions [Abstract] | ||||
Distributions paid | $ 4,910 | $ 4,897 | $ 14,729 | $ 14,679 |
Distributions declared | $ 4,916 | $ 4,902 | $ 14,729 | $ 14,694 |
Earnings (Loss) per Share (Deta
Earnings (Loss) per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,433 | 3,300 | 4,809 | 4,754 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares issued upon vesting | 1 | ||||
Restricted Stock [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation vesting period | 1 year | ||||
Restricted Stock [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation vesting period | 3 years | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares issued upon vesting | 1 | ||||
Number of unvested restricted share units | 0 | ||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation vesting period | 1 year | ||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation vesting period | 3 years | ||||
Restricted Shares and Restricted Share Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized compensation expense of unvested share-based awards | $ 55 | $ 55 | |||
Weighted average remaining period unrecognized compensation expense related to non-vested | 1 year 4 months 28 days | ||||
Total fair value at vesting date | 0 | $ 0 | $ 29 | $ 47 | |
Non-Employee Directors [Member] | Restricted Shares and Restricted Share Units [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 20 | $ 64 |
Equity-Based Compensation (Summ
Equity-Based Compensation (Summary of the Restricted Shares) (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2023 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding, Shares | 9,172 |
Vested, Shares | (1,469) |
Outstanding, Shares | 7,703 |
Segment Reporting (Details)
Segment Reporting (Details) - Segment | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 1 | 1 |
Transactions with Related Par_3
Transactions with Related Parties (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 2,788 | $ 2,788 | $ 4,034 | ||||
General and Administrative Reimbursements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
General and administrative expenses incurred with related party | [1] | 420 | $ 479 | 1,362 | $ 1,282 | ||
Due to related parties | [1] | 315 | 315 | 241 | [2] | ||
Loan Costs [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Loan costs with related party | [3] | 42 | |||||
Acquisition Related Costs [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Acquisition costs with related party | [4] | 19 | |||||
Real Estate Management Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Real estate management related costs with related party | 1,357 | 1,393 | 4,233 | 3,753 | |||
Property Operating Expenses [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Real estate management related costs with related party | 456 | 363 | 1,457 | 1,042 | |||
Due to related parties | 10 | 10 | 24 | [2] | |||
Construction Management Fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Real estate management related costs with related party | 213 | 22 | 312 | 37 | |||
Due to related parties | 51 | 51 | 45 | [2] | |||
Leasing fees [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Real estate management related costs with related party | 93 | 108 | 249 | 313 | |||
Due to related parties | 106 | 106 | 132 | [2] | |||
Real Estate Management Costs [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Real estate management related costs with related party | [5] | 2,119 | 1,886 | 6,251 | 5,145 | ||
Due to related parties | [5] | 167 | 167 | 201 | [2] | ||
Business Management Fee [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Acquisition costs with related party | [6] | 2,306 | $ 2,707 | 7,322 | $ 7,500 | ||
Due to related parties | [6] | $ 2,306 | $ 2,306 | $ 2,713 | [2] | ||
[1] The Business Manager and its related parties are entitled to reimbursement for certain general and administrative expenses incurred by the Business Manager or its related parties relating to the Company’s administration. Such costs are included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss). Unpaid amounts are included in due to related parties on the consolidated balance sheets. In this table, unpaid amounts as of December 31, 2022 does not reflect $ 879 due to IRPF related to tenant reconciliations for the eight properties acquired during 2022. The Business Manager and its related parties are entitled to reimbursement for certain legal costs related to securing financing for the Company. Such costs are capitalized as debt issuance costs on the consolidated balance sheets and amortized into interest expense on the consolidated statements of operations and comprehensive income (loss) over the term of the related financing. Unpaid amounts are included in due to related parties in the consolidated balance sheets. The Business Manager and its related parties are reimbursed for acquisition and tran saction related costs of the Business Manager and its related parties relating to the Company's acquisition activities, regardless of whether the Company acquires the real estate assets. All of the $ 19 related party acquisition costs incurred during the nine months ended September 30, 2022 are capitalized in the accompanying consolidated balance sheets. See Note 4 - "Acquisitions" for further information. For each property that is managed by Inland Commercial Real Estate Services LLC (the “Real Estate Manager”) (and its predecessor), the Company pays a monthly real estate management fee of up to 1.9 % of the gross income from any single-tenant, net-leased property, and up to 3.9 % of the gross income from any other property type. The Real Estate Manager determines, in its sole discretion, the amount of the fee with respect to a particular property, subject to the limitations. For each property that is managed directly by the Real Estate Manager or its affiliates, the Company pays the Real Estate Manager a separate leasing fee. Further, in the event that the Company engages its Real Estate Manager to provide construction management services for a property, the Company pays a separate construction management fee. Leasing fees are included in deferred costs, net and construction management fees are included in building and other improvements in the consolidated balance sheets. The Company also reimburses the Real Estate Manager and its affiliates for property-level expenses that they pay or incur on the Company’s behalf, including the salaries, bonuses and benefits of persons performing services for the Real Estate Manager and its affiliates except for the salaries, bonuses and benefits of persons who also serve as an executive officer of the Real Estate Manager or the Company. Real estate management fees and reimbursable expenses are included in property operating expenses in the consolidated statements of operations and comprehensive income (loss). Prior to April 1, 2023, the Company paid the Business Manager an annual business management fee equal to 0.65 % of its “average invested assets.” The fee is payable quarterly in an amount equal to 0.1625 % of its average invested assets as of the last day of the immediately preceding quarter. Effective April 1, 2023, the Company paid the Business Manager an annual business management fee equal to 0.55 % of its "averaged invested assets." The fee is payable quarterly in an amount equal to 0.1375 % of its average invested assets as of the last day of the immediately preceding quarter. “Average invested assets” means, for any period, the average of the aggregate book value of the Company’s assets, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and loans secured by, properties, as well as amounts invested in securities and consolidated and unconsolidated joint ventures or other partnerships, before reserves for amortization and depreciation or bad debts, impairments or other similar non-cash reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter. Unpaid amounts are included in due to related parties on the consolidated balance sheets. |
Transactions with Related Par_4
Transactions with Related Parties (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Mar. 23, 2023 | Mar. 22, 2023 | Mar. 31, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Property | May 17, 2022 Property | ||
Related Party Transaction [Line Items] | |||||||||
Related party acquisition costs | $ 19 | ||||||||
Annual business management fee to its average invested assets, percentage | 0.65% | 0.55% | |||||||
Quarterly payable business management fee to its average invested assets, percentage | 0.1625% | 0.1375% | |||||||
Number of properties acquired | Property | 8 | ||||||||
Due to related parties | $ 2,788 | $ 2,788 | $ 4,034 | ||||||
Business Management Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Annual business management fee to its average invested assets, percentage | 0.55% | 0.65% | |||||||
Percentage of minimum operating expense to average invested assets | 2% | ||||||||
Percentage of minimum operating expense to net income | 25% | ||||||||
Inland Retail Properties Fund Portfolio [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of properties acquired | Property | 8 | ||||||||
Due to related parties | [1] | $ 879 | |||||||
Monthly Real Estate Management Fee Of Single Tenant Property [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Property management fee, percentage of gross income | 1.90% | ||||||||
Monthly Real Estate Management Fee Of Any Other Property [Member] | Maximum [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Property management fee, percentage of gross income | 3.90% | ||||||||
[1] In this table, unpaid amounts as of December 31, 2022 does not reflect $ 879 due to IRPF related to tenant reconciliations for the eight properties acquired during 2022. |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Fair Value Assets and Liabilities Measured on a Recurring Basis) (Details) - Recurring [Member] - Interest Rate Swap Agreements [Member] - Other Assets [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives Fair Value [Line Items] | ||
Interest rate swap agreements - Other assets | $ 38,170 | $ 33,274 |
Level 2 [Member] | ||
Derivatives Fair Value [Line Items] | ||
Interest rate swap agreements - Other assets | $ 38,170 | $ 33,274 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 07, 2023 | Sep. 30, 2023 | |
Subsequent Event [Line Items] | ||
Vesting description | The restricted shares will vest in equal one-third increments on November 7, 2024, 2025 and 2026. | |
Subsequent Event [Member] | Restricted Shares [Member] | ||
Subsequent Event [Line Items] | ||
Granted, Shares | 4,834 | |
Granted value | $ 96 | |
Subsequent Event [Member] | Restricted Shares [Member] | Each Independent Directors [Member] | ||
Subsequent Event [Line Items] | ||
Granted, Shares | 1,208.46 | |
Subsequent Event [Member] | Vesting Period One [Member] | Restricted Shares [Member] | ||
Subsequent Event [Line Items] | ||
Vesting date | Nov. 07, 2024 | |
Subsequent Event [Member] | Vesting Period Two [Member] | Restricted Shares [Member] | ||
Subsequent Event [Line Items] | ||
Vesting date | Nov. 07, 2025 | |
Subsequent Event [Member] | Vesting Period Three [Member] | Restricted Shares [Member] | ||
Subsequent Event [Line Items] | ||
Vesting date | Nov. 07, 2026 |