Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2023 | |
Entity Registrant Name | Global Medical REIT Inc. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37815 | |
Entity Tax Identification Number | 46-4757266 | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 7373 Wisconsin Avenue, Suite 800 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 202 | |
Local Phone Number | 524-6851 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 65,529,718 | |
Entity Central Index Key | 0001533615 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | GMRE | |
Security Exchange Name | NYSE | |
Series A Preferred Stock [Member] | ||
Title of 12(b) Security | Series A Preferred Stock, par value $0.001 per share | |
Trading Symbol | GMRE PrA | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Investment in real estate: | ||
Land | $ 167,285 | $ 168,308 |
Building | 1,077,340 | 1,079,781 |
Site improvements | 22,024 | 22,024 |
Tenant improvements | 66,375 | 65,987 |
Acquired lease intangible assets | 148,249 | 148,077 |
Investment in real estate, Total | 1,481,273 | 1,484,177 |
Less: accumulated depreciation and amortization | (213,690) | (198,218) |
Investment in real estate, net | 1,267,583 | 1,285,959 |
Cash and cash equivalents | 4,603 | 4,016 |
Restricted cash | 9,378 | 10,439 |
Tenant receivables, net | 7,402 | 8,040 |
Due from related parties | 321 | 200 |
Escrow deposits | 8,625 | 7,833 |
Deferred assets | 30,322 | 29,616 |
Derivative asset | 27,428 | 34,705 |
Goodwill | 5,903 | 5,903 |
Other assets | 7,473 | 6,550 |
Total assets | 1,369,038 | 1,393,261 |
Liabilities: | ||
Credit Facility, net of unamortized debt issuance costs of $8,704 and $9,253 at March 31, 2023 and December 31, 2022, respectively | 634,796 | 636,447 |
Notes payable, net of unamortized debt issuance costs of $413 and $452 at March 31, 2023 and December 31, 2022, respectively | 57,367 | 57,672 |
Accounts payable and accrued expenses | 12,604 | 13,819 |
Dividends payable | 15,854 | 15,821 |
Security deposits | 4,688 | 5,461 |
Other liabilities | 8,226 | 7,363 |
Acquired lease intangible liability, net | 7,028 | 7,613 |
Total liabilities | 740,563 | 744,196 |
Equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized; 3,105 issued and outstanding at March 31, 2023 and December 31, 2022, respectively (liquidation preference of $77,625 at March 31, 2023 and December 31, 2022, respectively) | 74,959 | 74,959 |
Common stock, $0.001 par value, 500,000 shares authorized; 65,530 shares and 65,518 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 66 | 66 |
Additional paid-in capital | 722,113 | 721,991 |
Accumulated deficit | (211,794) | (198,706) |
Accumulated other comprehensive income (loss) | 27,410 | 34,674 |
Total Global Medical REIT Inc. stockholders' equity | 612,754 | 632,984 |
Noncontrolling interest | 15,721 | 16,081 |
Total equity | 628,475 | 649,065 |
Total liabilities and equity | $ 1,369,038 | $ 1,393,261 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Unamortized debt issuance costs | $ 413 | $ 452 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 3,105 | 3,105 |
Preferred stock, shares outstanding | 3,105 | 3,105 |
Preferred stock, liquidation preference | $ 77,625 | $ 77,625 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000 | 500,000 |
Common stock, shares issued | 65,530 | 65,518 |
Common stock, shares outstanding | 65,530 | 65,518 |
Line of Credit [Member] | ||
Unamortized debt issuance costs | $ 8,704 | $ 9,253 |
Notes Payable, Net [Member] | ||
Unamortized debt issuance costs | $ 413 | $ 452 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Rental revenue | $ 36,199 | $ 31,852 |
Other income | 31 | 23 |
Total revenue | 36,230 | 31,875 |
Expenses | ||
General and administrative | 3,804 | 4,197 |
Operating expenses | 7,536 | 5,372 |
Depreciation expense | 10,494 | 9,402 |
Amortization expense | 4,395 | 3,777 |
Interest expense | 8,271 | 4,801 |
Preacquisition expense | 42 | 40 |
Total expenses | 34,542 | 27,589 |
Income before gain on sale of investment property | 1,688 | 4,286 |
Gain on sale of investment property | 485 | |
Net income | 2,173 | 4,286 |
Less: Preferred stock dividends | (1,455) | (1,455) |
Less: Net income attributable to noncontrolling interest | (45) | (170) |
Net income (loss) attributable to common stockholders | $ 673 | $ 2,661 |
Net income (loss) attributable to common stockholders per share - basic | $ 0.01 | $ 0.04 |
Net income (loss) attributable to common stockholders per share - diluted | $ 0.01 | $ 0.04 |
Weighted average shares outstanding - basic | 65,525 | 65,302 |
Weighted average shares outstanding - diluted | 65,525 | 65,302 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Consolidated Statements of Comprehensive Income | ||
Net income | $ 2,173 | $ 4,286 |
Other comprehensive (loss) income | ||
Increase in fair value of interest rate swap agreements | (7,264) | 17,393 |
Total other comprehensive (loss) income | (7,264) | 17,393 |
Comprehensive income (loss) | (5,091) | 21,679 |
Less: Preferred stock dividends | (1,455) | (1,455) |
Less: Comprehensive loss (income) attributable to noncontrolling interest | 412 | (1,213) |
Comprehensive (loss) income attributable to common stockholders | $ (6,134) | $ 19,011 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Global Medial REIT Inc. Stockholders' Equity [Member] | Noncontrolling Interest [Member] | Total |
Balances at Dec. 31, 2021 | $ 65 | $ 74,959 | $ 711,414 | $ (157,017) | $ (6,636) | $ 622,785 | $ 14,792 | $ 637,577 |
Balance (in shares) at Dec. 31, 2021 | 64,880 | 3,105 | ||||||
Net income | 4,116 | 4,116 | 170 | 4,286 | ||||
Issuance of shares of common stock, net | 8,210 | 8,210 | 8,210 | |||||
Issuance of shares of common stock, net (in shares) | 480 | |||||||
LTIP Units and OP Units redeemed for common stock | 682 | 682 | (682) | |||||
LTIP Units and OP Units redeemed for common stock (in shares) | 40 | |||||||
Change in fair value of interest rate swap agreements | 17,393 | 17,393 | 17,393 | |||||
Stock-based compensation expense | 1,287 | 1,287 | ||||||
Dividends to common stockholders | (13,733) | (13,733) | (13,733) | |||||
Dividends to preferred stockholders | (1,455) | (1,455) | (1,455) | |||||
Dividends to noncontrolling interest | (948) | (948) | ||||||
Balances at Mar. 31, 2022 | $ 65 | $ 74,959 | 720,306 | (168,089) | 10,757 | 637,998 | 14,619 | 652,617 |
Balances (in shares) at Mar. 31, 2022 | 65,400 | 3,105 | ||||||
Balances at Dec. 31, 2022 | $ 66 | $ 74,959 | 721,991 | (198,706) | 34,674 | 632,984 | 16,081 | 649,065 |
Balance (in shares) at Dec. 31, 2022 | 65,518 | 3,105 | ||||||
Net income | 2,128 | 2,128 | 45 | 2,173 | ||||
LTIP Units and OP Units redeemed for common stock | 122 | 122 | (122) | |||||
LTIP Units and OP Units redeemed for common stock (in shares) | 12 | |||||||
Change in fair value of interest rate swap agreements | (7,264) | (7,264) | (7,264) | |||||
Stock-based compensation expense | 688 | 688 | ||||||
Dividends to common stockholders | (13,761) | (13,761) | (13,761) | |||||
Dividends to preferred stockholders | (1,455) | (1,455) | (1,455) | |||||
Dividends to noncontrolling interest | (971) | (971) | ||||||
Balances at Mar. 31, 2023 | $ 66 | $ 74,959 | $ 722,113 | $ (211,794) | $ 27,410 | $ 612,754 | $ 15,721 | $ 628,475 |
Balances (in shares) at Mar. 31, 2023 | 65,530 | 3,105 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Consolidated Statements of Equity | ||
Dividends to common stockholders | $ 0.21 | $ 0.21 |
Dividends to preferred stockholders | $ 0.46875 | $ 0.46875 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net income | $ 2,173 | $ 4,286 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 10,494 | 9,402 |
Amortization of acquired lease intangible assets | 4,373 | 3,755 |
Amortization of above market leases, net | 291 | 199 |
Amortization of debt issuance costs and other | 601 | 515 |
Stock-based compensation expense | 688 | 1,287 |
Capitalized preacquisition and other costs charged to expense | 15 | 153 |
Gain on sale of investment property | (485) | |
Other | 29 | |
Changes in operating assets and liabilities: | ||
Tenant receivables | 638 | (407) |
Deferred assets | (811) | (1,297) |
Other assets and liabilities | (210) | (532) |
Accounts payable and accrued expenses | (1,223) | (1,030) |
Security deposits | (773) | 76 |
Net cash provided by operating activities | 15,771 | 16,436 |
Investing activities | ||
Purchase of land, buildings, and other tangible and intangible assets and liabilities | (24,468) | |
Net proceeds from sale of investment property | 4,175 | |
Escrow deposits for purchase of properties | (153) | (1,284) |
Advances made to related parties | (121) | (288) |
Capital expenditures on existing real estate investments | (809) | (556) |
Net cash used in investing activities | 3,092 | (26,596) |
Financing activities | ||
Net proceeds received from common equity offerings | 8,210 | |
Escrow deposits required by third party lenders | (639) | (456) |
Repayment of notes payable | (344) | (282) |
Proceeds from Credit Facility | 12,600 | 14,100 |
Repayment of Credit Facility | (14,800) | |
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders | (14,699) | (14,526) |
Dividends paid to preferred stockholders | (1,455) | (1,455) |
Net cash provided by financing activities | (19,337) | 5,591 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (474) | (4,569) |
Cash and cash equivalents and restricted cash-beginning of period | 14,455 | 12,759 |
Cash and cash equivalents and restricted cash-end of period | 13,981 | 8,190 |
Supplemental cash flow information: | ||
Cash payments for interest | 8,139 | 4,258 |
Noncash financing and investing activities: | ||
Accrued dividends payable | 15,854 | 15,823 |
Interest rate swap agreements fair value change recognized in other comprehensive income | 7,264 | (17,393) |
OP Units and LTIP Units redeemed for common stock | 122 | 682 |
Accrued capital expenditures included in accounts payable and accrued expenses | $ 778 | $ 1,841 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2023 | |
Organization | |
Organization | Note 1 – Organization Global Medical REIT Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that owns and acquires healthcare facilities and leases those facilities to physician groups and regional and national healthcare systems. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary named Global Medical REIT L.P. (the “Operating Partnership”) and a taxable REIT subsidiary (“TRS”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company named Global Medical REIT GP LLC, a Delaware limited liability company. As of March 31, 2023, the Company was the 93.70% limited partner of the Operating Partnership, with an aggregate of 6.30% of the Operating Partnership owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for common limited partnership units (“OP Units”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly owned subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and employees of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units. The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding. Any future issuances of additional LTIP Units or OP Units would change the noncontrolling ownership interest. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates. Investment in Real Estate The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations. For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser. Revenue Recognition The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes as a component of rental revenue “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations. Cash and Cash Equivalents and Restricted Cash The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company related to tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows: As of March 31, 2023 2022 Cash and cash equivalents $ 4,603 $ 1,854 Restricted cash 9,378 6,336 Total cash and cash equivalents and restricted cash $ 13,981 $ 8,190 Tenant Receivables, Net The tenant receivable balance as of March 31, 2023 and December 31, 2022 was $7,402 and $8,040, respectively. The balance as of March 31, 2023 consisted of $1,879 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,913 of tenant reimbursements, $140 for a loan that was made to one of the Company’s tenants, and $470 of miscellaneous receivables. The balance as of December 31, 2022 consisted of $1,348 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $5,520 of tenant reimbursements, $143 for a loan that was made to one of the Company’s tenants, and $1,029 of miscellaneous receivables. Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of March 31, 2023 and December 31, 2022, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated. Escrow Deposits The escrow balance as of March 31, 2023 and December 31, 2022 was $8,625 and $7,833, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, as hereinafter defined. Deferred Assets The deferred assets balance as of March 31, 2023 and December 31, 2022 was $30,322 and $29,616, respectively. The balance as of March 31, 2023 consisted of $30,125 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $197 of other deferred costs. The balance as of December 31, 2022 consisted of $29,467 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $149 of other deferred costs. Other Assets The other assets balance as of March 31, 2023 and December 31, 2022 was $7,473 and $6,550, respectively. The balance as of March 31, 2023 consisted of $3,416 for right of use assets, $1,407 in capitalized construction in process costs, $2,411 in prepaid assets, and $239 for net capitalized software costs and miscellaneous assets. The balance as of December 31, 2022 consisted of $3,480 for right of use assets, $1,552 in capitalized construction in process costs, $1,380 in prepaid assets, and $138 for net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets. Derivative Instruments - Interest Rate Swaps As of March 31, 2023 and December 31, 2022, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was an asset of $27,428 and $34,705, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details. Goodwill As of March 31, 2023 and December 31, 2022, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company has one reporting unit. Assets Held for Sale and Sales of Real Estate The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of March 31, 2023 or December 31, 2022. Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available. For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented. Other Liabilities The other liabilities balance as of March 31, 2023 and December 31, 2022 was $8,226 and $7,363, respectively. The balance as of March 31, 2023 consisted of $2,858 for right of use liabilities and $5,368 of prepaid rent. The balance as of December 31, 2022 consisted of $2,922 for right of use liabilities and $4,441 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities. |
Property Portfolio
Property Portfolio | 3 Months Ended |
Mar. 31, 2023 | |
Property Portfolio | |
Property Portfolio | Note 3 – Property Portfolio Summary of Properties Acquired During the Three Months Ended March 31, 2023 During the three months ended March 31, 2023, the Company completed no acquisitions. A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of March 31, 2023 is as follows: Site Tenant Acquired Lease Gross Investment in Land Building Improvements Improvements Intangible Assets Real Estate Balances as of December 31, 2022 $ 168,308 $ 1,079,781 $ 22,024 $ 65,987 $ 148,077 $ 1,484,177 Capitalized costs (1) — 386 — 388 172 946 Total Additions: — 386 — 388 172 946 Disposition of Jacksonville – 3/9/2023 (1,023) (2,827) — — — (3,850) Balances as of March 31, 2023 $ 167,285 $ 1,077,340 $ 22,024 $ 66,375 $ 148,249 $ 1,481,273 (1) Depreciation expense was $10,494 and $9,402 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $29,170. Many of these amounts are subject to contingencies that make it difficult to predict when they will be utilized, if at all. In accordance with the terms of the Company’s leases, capital improvement obligations in the next twelve months are expected to total approximately $9,289. Summary of Properties Acquired During the Year Ended December 31, 2022 During the year ended December 31, 2022 the Company completed 14 acquisitions. For each acquisition, substantially all of the fair value was concentrated in a single identifiable asset or group of similar identifiable assets and, therefore, each acquisition represents an asset acquisition. Accordingly, transaction costs for these acquisitions were capitalized. A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2022 resulting from these acquisitions is as follows: Land Building Improvements Improvements Intangible Assets Real Estate Balances as of December 31, 2021 $ 152,060 $ 985,091 $ 19,021 $ 58,900 $ 127,931 $ 1,343,003 Facility Acquired – Date Acquired: Gainesville – 2/4/22 555 3,899 76 199 575 5,304 Grand Rapids – 2/28/22 1,238 4,976 221 270 595 7,300 Sarasota – 3/29/22 747 3,703 84 331 1,263 6,128 Greenwood – 3/30/22 929 4,332 194 360 426 6,241 Fairbanks – 4/1/22 1,782 12,262 215 753 7,946 22,958 Rocky Point – 4/8/22 613 6,243 223 317 589 7,985 Fairfax – 5/11/22 4,012 13,238 399 310 3,304 21,263 Lee's Summit – 5/19/22 1,349 4,101 83 410 674 6,617 Lexington – 5/27/22 1,760 11,350 289 556 3,036 16,991 Toledo – 7/8/22 2,999 11,366 581 1,247 2,044 18,237 Lake Geneva – 7/26/22 444 4,612 141 230 725 6,152 Glenview – 9/1/22 1,448 6,258 241 279 912 9,138 Canandaigua – 9/16/22 578 11,118 370 489 1,493 14,048 Hermitage – 9/20/22 353 3,891 194 227 674 5,339 Capitalized costs (1) 141 1,419 41 1,416 396 3,413 Total Additions: 18,948 102,768 3,352 7,394 24,652 157,114 Disposition of Germantown – 7/1/22 (2,700) (8,078) (349) (307) (4,506) (15,940) Balances as of December 31, 2022 $ 168,308 $ 1,079,781 $ 22,024 $ 65,987 $ 148,077 $ 1,484,177 (1) Represents capital projects that were completed and placed in service during the year ended December 31, 2022 related to the Company’s existing facilities. Lease Intangible Assets and Liabilities The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented: As of March 31, 2023 Accumulated Cost Amortization Net Assets In-place leases $ 82,374 $ (37,946) $ 44,428 Above market leases 26,054 (8,197) 17,857 Leasing costs 39,821 (16,008) 23,813 $ 148,249 $ (62,151) $ 86,098 Liability Below market leases $ 13,595 $ (6,567) $ 7,028 As of December 31, 2022 Accumulated Cost Amortization Net Assets In-place leases $ 82,374 $ (34,898) $ 47,476 Above market leases 26,054 (7,321) 18,733 Leasing costs 39,649 (14,683) 24,966 $ 148,077 $ (56,902) $ 91,175 Liability Below market leases $ 13,595 $ (5,982) $ 7,613 The following is a summary of the acquired lease intangible amortization: Three Months Ended March 31, 2023 2022 Amortization expense related to in-place leases $ 3,048 $ 2,639 Amortization expense related to leasing costs $ 1,325 $ 1,116 Decrease in rental revenue related to above market leases $ 876 $ 725 Increase in rental revenue related to below market leases $ (585) $ (526) As of March 31, 2023, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2023 (nine months remaining) $ (816) $ 12,669 2024 (1,289) 14,882 2025 (1,825) 11,205 2026 (1,872) 9,189 2027 (1,416) 6,463 Thereafter (3,611) 13,833 Total $ (10,829) $ 68,241 As of March 31, 2023, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 4.1 years and 3.0 years, respectively. |
Credit Facility, Notes Payable
Credit Facility, Notes Payable and Derivative Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Credit Facility, Notes Payable and Derivative Instruments | |
Credit Facility, Notes Payable and Derivative Instruments | Note 4 – Credit Facility, Notes Payable and Derivative Instruments Credit Facility The Company, the Operating Partnership, as borrower, and certain of its subsidiaries (such subsidiaries, the “Subsidiary Guarantors”) are parties to an amended and restated $900 million unsecured syndicated credit facility with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (the “Credit Facility”). The Credit Facility consists of (i) $500 million of term loans, which include (a) a $350 million term loan (“Term Loan A”) and (b) a $150 million term loan (“Term Loan B,” and, together with Term Loan A, the “Term Loans”), and (ii) a $400 million revolver component (the “Revolver”). The Credit Facility also includes a $500 million accordion feature. Term Loan A matures in May 2026, Term Loan B matures in February 2028, and the Revolver matures in August 2026, with two six-month extension options. Interest rates on amounts outstanding under the Credit Facility equal term Secured Overnight Financing Rate (“SOFR”) plus a related spread adjustment of 10 basis points and a borrowing spread based on the current pricing grid in the Credit Facility. The Company may be entitled to a temporary reduction in the interest rate of two basis points provided it meets certain to be agreed upon sustainability goals. The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, and (vii) a minimum net worth of $573 million plus 75% of all net proceeds raised through equity offerings subsequent to March 31, 2022. As of March 31, 2023, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility. The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loans through their respective maturities. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein. During the three months ended March 31, 2023, the Company borrowed $12,600 under the Credit Facility and repaid $14,800, for a net amount repaid of $2,200. During the three months ended March 31, 2022, the Company borrowed $14,100 under the Credit Facility and made no repayments, for a net amount borrowed of $14,100. Interest expense incurred on the Credit Facility was $6,988 and $3,614 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company had the following outstanding borrowings under the Credit Facility: March 31, 2023 December 31, 2022 Revolver $ 143,500 $ 145,700 Term Loan A 350,000 350,000 Term Loan B 150,000 150,000 Less: Unamortized debt issuance costs (8,704) (9,253) Credit Facility, net $ 634,796 $ 636,447 Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $549 and $463 for the three months ended March 31, 2023 and 2022, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations. Notes Payable, Net of Debt Issuance Costs The Company’s notes payable, net, includes four loans: (1) the Rosedale Loan, (2) the Dumfries Loan, (3) the Cantor Loan, and (4) the Toledo Loan, each described in detail herein. The following table sets forth the aggregate balances of these loans as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Notes payable $ 57,780 $ 58,124 Unamortized debt issuance costs (413) (452) Notes payable, net $ 57,367 $ 57,672 Amortization expense incurred related to the debt issuance costs was $39 for each of the three months ended March 31, 2023 and 2022 and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations. Rosedale Loan On July 31, 2020, in connection with its acquisition of the Rosedale Facilities, the Company, through certain of its wholly owned subsidiaries, as borrowers, entered into a loan with FVCbank with a principal balance of $14,800 (the “Rosedale Loan”). The Rosedale Loan has an annual interest rate of 3.85% and matures on July 31, 2025 with principal and interest payable monthly based on a 25-year amortization schedule. The Company, at its option, may prepay the loan, subject to a prepayment fee. The Company made principal payments of $98 and $95 during the three months ended March 31, 2023 and 2022, respectively. The loan balance as of March 31, 2023 and December 31, 2022 was $13,856 and $13,954, respectively. Interest expense incurred on this loan was $134 and $137 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, scheduled principal payments due for each year ended December 31 were as follows: 2023 (nine months remaining) $ 293 2024 405 2025 13,158 Total $ 13,856 Dumfries Loan On April 27, 2020, in connection with its acquisition of the Dumfries Facility, the Company, through a wholly-owned subsidiary, assumed a CMBS loan with a principal amount of $12,074 (the “Dumfries Loan”). The Dumfries Loan has an annual interest rate of 4.68% and matures on June 1, 2024 with principal and interest payable monthly based on a ten-year amortization schedule. The Company, at its option, may prepay the loan, subject to a prepayment premium. The Company made principal payments of $76 and $72 during the three months ended March 31, 2023 and 2022, respectively. The loan balance as of March 31, 2023 and December 31, 2022 was $11,260 and $11,336, respectively. Interest expense incurred on this loan was $130 and $133 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, scheduled principal payments due for each year ended December 31 were as follows: 2023 (nine months remaining) $ 226 2024 11,034 Total $ 11,260 Cantor Loan On March 31, 2016, through certain of its wholly owned subsidiaries (the “GMR Loan Subsidiaries”), the Company entered into a $32,097 CMBS loan (the “Cantor Loan”). The Cantor Loan has a maturity date of April 6, 2026 and an annual interest rate of 5.22%. The Cantor Loan required interest-only payments through March 31, 2021 and thereafter principal and interest based on a 30-year The Company made principal payments of $121 and $115 during the three months ended March 31, 2023 and 2022, respectively. The loan balance as of March 31, 2023 and December 31, 2022 was $31,247 and $31,368, respectively. Interest expense incurred on this loan was $409 and $415 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, scheduled principal payments due for each year ended December 31 were as follows: 2023 (nine months remaining) $ 350 2024 492 2025 523 2026 29,882 Total $ 31,247 Toledo Loan On July 8, 2022, in connection with its acquisition of the Toledo Facility, the Company, through its wholly owned subsidiary GMR Toledo LLC, assumed a loan with a principal amount of $1,513 (“the Toledo Loan”). The Toledo Loan has an annual interest rate of 5.0% with semi-annual principal and interest payments. The Company made principal payments of $49 during the three months ended March 31, 2023. The loan balance as of March 31, 2023 and December 31, 2022 was $1,417 and $1,466, respectively. I nterest expense incurred on this loan was Derivative Instruments - Interest Rate Swaps The Company has ten interest rate swaps and five forward starting interest rate swaps that are used to manage its interest rate risk by fixing the SOFR component of the Term Loans through their maturities. A description of these swaps is below: Term Loan A Swaps As of March 31, 2023, six of the Company’s interest rate swaps related to Term Loan A. The notional value of these swaps is $350 million, with $150 million of the swaps maturing in August 2023 and the remaining $200 million maturing in August 2024. In addition, the Company has five forward starting interest rate swaps at notional amounts equal to the existing Term Loan A interest rate swaps that will be effective on the maturity dates of Term Loan A’s existing interest rate swaps. These forward starting swaps each have a maturity date of April 2026. Currently, the Term Loan A swaps fix the SOFR component of Term Loan A at a rate of 1.80% through August 2023. Subsequently, from August 2023 to August 2024 the SOFR component of Term Loan A will be fixed at 1.50%. Finally, from August 2024 to April 2026 the SOFR component of Term Loan A will be fixed at 1.36%. Term Loan B Swaps As of March 31, 2023, four of the Company’s interest rate swaps related to Term Loan B with a notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%. The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive loss in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments. The fair value of the Company’s interest rate swaps was an asset of $27,428 and $34,705 as of March 31, 2023 and December 31, 2022, respectively. The gross asset balances are included in the “Derivative Asset” line item on the Company’s Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, respectively. The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Amount of loss (gain) recognized in other comprehensive income $ 4,157 $ (15,878) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense 3,107 (1,515) Total change in accumulated other comprehensive loss (income) $ 7,264 $ (17,393) During the next twelve months, the Company estimates that an additional $13,340 will be reclassified as a decrease to interest expense. Additionally, during the three months ended March 31, 2023, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $8,271. Weighted-Average Interest Rate and Term The weighted average interest rate and term of the Company’s debt was 4.28% and 3.68 years at March 31, 2023, compared to 4.20% and 3.93 years as of December 31, 2022. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity | |
Equity | Note 5 – Equity Preferred Stock The Company’s charter authorizes the issuance of 10,000 shares of preferred stock, par value $0.001 per share. As of March 31, 2023 and December 31, 2022, there were 3,105 shares of Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”), issued and outstanding. The Series A Preferred Stock has a liquidation preference of $25 per share. Preferred stock dividend activity for the three months ended March 31, 2023 is summarized in the following table: Applicable Quarterly Dividends Date Announced Record Date Quarter Payment Date Dividend per Share December 7, 2022 January 15, 2023 Q4 2022 January 31, 2023 $ 1,455 $ 0.46875 March 10, 2023 April 15, 2023 Q1 2023 May 1, 2023 $ 1,455 (1) $ 0.46875 (1) Two months of this amount, equal to $970, was accrued at March 31, 2023. The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Company’s board of directors (the “Board”) (or a duly authorized committee of the Board). Dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to 7.50% of the liquidation preference of $25.00 per share (equivalent to $1.875 per share on an annual basis). In September 2022, the Series A Preferred Stock became eligible for partial or full redemption by the Company. As of March 31, 2023, the Company had not redeemed any of its Series A Preferred Stock. Dividends on the Series A Preferred Stock will be cumulative and will accrue whether or not (i) funds are legally available for the payment of those dividends, (ii) the Company has earnings or (iii) those dividends are declared by the Board. The quarterly dividend payment dates on the Series A Preferred Stock are January 31, April 30, July 31 and October 31 of each year. During each of the three-month periods ended March 31, 2023 and 2022, the Company paid preferred dividends of $1,455. Common Stock The Company has 500,000 authorized shares of common stock, $0.001 par value. As of March 31, 2023 and December 31, 2022, there were 65,530 and 65,518 outstanding shares of common stock, respectively. Common stock dividend activity for the three months ended March 31, 2023 is summarized in the following table: Applicable Dividend Dividends Date Announced Record Date Quarter Payment Date Amount (1) per Share December 7, 2022 December 22, 2022 Q4 2022 January 9, 2023 $ 14,642 $ 0.21 March 10, 2023 March 24, 2023 Q1 2023 April 11, 2023 $ 14,688 $ 0.21 (1) Includes distributions on outstanding LTIP Units and OP Units. During the three months ended March 31, 2023 and 2022, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $14,699 and $14,526, respectively. As of March 31, 2023 and December 31, 2022, the Company had accrued dividend balances of $196 and $209 for dividends payable on the aggregate annual and long-term LTIP Units that are subject to retroactive receipt of dividends on the amount of LTIP Units ultimately earned. During the three months ended March 31, 2023, $44 of dividends were accrued and $57 of dividends were paid related to these units. During the three months ended March 31, 2022, $70 of dividends were accrued and $471 of dividends were paid related to these units. The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT. OP Units During the three months ended March 31, 2023, there were no OP Unit redemptions. During the year ended December 31, 2022, one OP Unit holder redeemed 35 OP Units for shares of the Company’s common stock with an aggregate redemption value of $600. As of March 31, 2023 and December 31, 2022, there were 1,667 OP Units issued outstanding |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 6 – Related Party Transactions Related Party Balances The due from related parties balance as of March 31, 2023 and December 31, 2022 was $321 and $200, respectively. These balances primarily consist of taxes paid on behalf of LTIP Unit and OP Unit holders that are reimbursable to the Company. The Company had no amounts due to related parties as of March 31, 2023 and December 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 7 – Stock-Based Compensation 2016 Equity Incentive Plan The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates. The Plan is intended to permit the grant of both qualified and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). Based on the grants outstanding as of March 31, 2023, there were 899 shares of common stock that remain available to be granted under the Plan. Units subject to awards under the Plan that are forfeited, cancelled, lapsed, or otherwise expired (excluding shares withheld to satisfy exercise prices or tax withholding obligations) are available for grant. Time-Based Grants During the three months ended March 31, 2023, pursuant to the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), the Board approved the following LTIP Unit activity: Number of Date Description Units Issued Vesting Dates February 23, 2023 Final awards under the 2022 Annual Incentive Plan 68 50% on February 23, 2023; and 50% on February 23, 2024 February 23, 2023 Time-based awards under the 2023 Long-Term Incentive Plan 165 100% on February 23, 2026 Vested units 2,154 Unvested units 583 LTIP Units outstanding as of March 31, 2023 2,737 Performance Based Awards The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards have one-year performance periods and the Long-Term Awards have three-year performance periods. In addition to meeting specified performance metrics, vesting in both the Annual Awards and the Long-Term Awards is subject to service requirements. During the three months ended March 31, 2023, there were 14 performance-based LTIP awards under the 2021 and 2022 programs that were forfeited. Additionally, none of the 2020 Long-Term Awards were earned. A detail of the Company’s Long-Term Awards under the 2021, 2022 and 2023 programs as of March 31, 2023 is as follows: 2021 Long-Term Awards 67 2022 Long-Term Awards 96 2023 Long-Term Awards (1) 154 Total target performance awards as of March 31, 2023 317 (1) Approved by the Board on February 23, 2023. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. As of March 31, 2023, the Company had not adopted its 2023 Annual Incentive Plan. The Company expects to adopt its 2023 Annual Incentive Plan during the second quarter of 2023. Long-Term Awards. Vesting. Distributions. Stock-Based Compensation Expense The Company’s prospective compensation expense for all unvested LTIP Units, Annual Awards, and Long-Term Awards is recognized using the adoption date fair value of the awards, with no remeasurement required. Compensation expense for future LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required. As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Index over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award. The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the 15 trading days leading up to the grant date of the Long-Term Award. The valuation date stock price is the closing stock price of the Company and each of the peer companies in the Index on the grant dates of the Long-Term Awards. The expected volatilities are modeled using the historical volatilities for the Company and the members of the Index. The correlation coefficients are calculated using the same data as the historical volatilities. The risk-free rate of interest is taken from the U.S. Treasury website and relates to the expected life of the remaining performance period on valuation or revaluation. Lastly, the dividend yield assumption is 0.0%, which is mathematically equivalent to reinvesting dividends in the issuing entity, which is part of the Company’s award agreement assumptions. Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations: 2023 Long-Term 2022 Long-Term 2021 Long-Term Awards Awards Awards Fair value $ 11.67 $ 16.39 $ 14.86 Target awards 154 96 67 Volatility 43.54 % 41.65 % 42.37 % Risk-free rate 4.35 % 1.72 % 0.26 % Dividend assumption reinvested reinvested reinvested Expected term in years 3 3 3 The Company incurred stock compensation expense of $688 and $1,287 for the three months ended March 31, 2023 and 2022, respectively, related to the grants awarded under the Plan. Compensation expense is included within “General and Administrative” expense in the Company’s Condensed Consolidated Statements of Operations. As of March 31, 2023, total unamortized compensation expense related to these awards of approximately $6.6 million is expected to be recognized over a weighted average remaining period of 1.9 years. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 8 – Leases The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less. Information as Lessor To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases were determined to be operating leases and have a portfolio-average-lease-years remaining of approximately 10 years. Payments from the Company’s tenants for CAM are considered nonlease components that are separated from lease components and are generally accounted for in accordance with the revenue recognition standard. However, the Company qualified for and elected the practical expedient related to combining the components because the lease component is classified as an operating lease and the timing and pattern of transfer of CAM income, which is not the predominant component, is the same as the lease component, for all asset classes. As such, consideration for CAM is accounted for as part of the overall consideration in the lease. Payments from customers for property taxes and insurance are considered non-components of the lease and therefore no consideration is allocated to them because they do not transfer a good or service to the customer. Fixed contractual payments from the Company’s leases are recognized on a straight-line basis over the terms of the respective leases. This means that, with respect to a particular lease, actual amounts billed in accordance with the lease during any given period may be higher or lower than the amount of rental revenue recognized for the period. Straight-line rental revenue is commenced when the tenant assumes control of the leased premises. Accrued straight-line rents receivable represents the amount by which straight-line rental revenue exceeds rents currently billed in accordance with lease agreements. Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options. Initial direct costs, primarily commissions related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred. Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues. The Company recognized $36,199 and $31,852 of rental revenue related to operating lease payments for the three months ended March 31, 2023 and 2022, respectively. Of these amounts, $2,003 and $1,947 relate to variable rental revenue, respectively. The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of March 31, 2023 is as follows for the subsequent years ended December 31: 2023 (nine months remaining) $ 88,891 2024 109,666 2025 96,381 2026 87,228 2027 74,435 Thereafter 325,086 Total $ 781,687 Information as Lessee The Company has seven buildings located on land that is subject to operating ground leases with a weighted average remaining term of approximately 43 years. Rental payments on these leases are adjusted periodically based on either the CPI or on a pre-determined schedule. The monthly payments on a pre-determined schedule are recognized on a straight-line basis over the terms of the respective leases. Changes in the CPI are not estimated as part of our measurement of straight-line rental expense. The Company used a weighted average discount rate of approximately 7.5%, which was derived, using a portfolio approach, from our assessment of the credit quality of the Company and adjusted to reflect secured borrowing, estimated yield curves and long-term spread adjustments over appropriate tenors. Some of the Company’s ground leases contain extension options and, where we determined it was reasonably certain that an extension would occur, they were included in our calculation of the right of use asset and liability. The Company recognized approximately $65 and $55 of ground lease expense during the three months ended March 31, 2023 and 2022, respectively, of which $42 and $28 was paid in cash. The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at March 31, 2023, and a reconciliation of those cash flows to the operating lease liability at March 31, 2023: 2023 (nine months remaining) $ 116 2024 162 2025 163 2026 165 2027 165 Thereafter 5,877 Total 6,648 Discount (3,790) Lease liability $ 2,858 Tenant Concentration |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies Litigation The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows. Environmental Matters The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company, including the Operating Partnership and its wholly owned subsidiaries. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, the accompanying condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2022. In the opinion of management, all adjustments of a normal and recurring nature necessary for a fair presentation of the condensed consolidated financial statements for the interim periods have been made. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and employees of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units. The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding. Any future issuances of additional LTIP Units or OP Units would change the noncontrolling ownership interest. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates. |
Investment in Real Estate | Investment in Real Estate The Company determines when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition in accordance with Accounting Standard Codification (“ASC”) Topic 805 “Business Combinations” (“ASC Topic 805”), which requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs are capitalized for asset acquisitions and expensed as incurred for business combinations. For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant), the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but that are not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values. Fair value is determined based upon the guidance of ASC Topic 820, “Fair Value Measurements and Disclosures,” and generally are determined using Level 2 inputs, such as rent comparables, sales comparables, and broker indications. Although Level 3 inputs are utilized, they are minor in comparison to the Level 2 data used for the primary assumptions. The determination of fair value involves the use of significant judgment and estimates. We make estimates to determine the fair value of the tangible and intangible assets acquired and liabilities assumed using information obtained from multiple sources, including preacquisition due diligence, and we routinely utilize the assistance of a third-party appraiser. |
Revenue Recognition | Revenue Recognition The Company’s operations primarily consist of rental revenue earned from tenants under leasing arrangements which provide for minimum rent and escalations. The leases have been accounted for as operating leases. For operating leases with contingent rental escalators, revenue is recorded based on the contractual cash rental payments due during the period. Revenue from leases with fixed annual rental escalators are recognized on a straight-line basis over the initial lease term, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts recorded as a “deferred rent receivable.” Additionally, the Company recognizes as a component of rental revenue “expense recoveries” revenue, which represents revenue recognized related to tenant reimbursement of real estate taxes, insurance, and certain other operating expenses (“tenant reimbursements”). The Company recognizes these reimbursements and related expenses on a gross basis in its Condensed Consolidated Statements of Operations. |
Assets Held for Sale and Sales of Real Estate | Assets Held for Sale and Sales of Real Estate The Company classifies a property as held for sale when the following criteria are met: (i) management, having the authority to approve action, commits to a plan to sell the property in its present condition, (ii) the sale of the property is at a price reasonable in relation to its current fair value and (iii) the sale is probable and expected to be completed within one year. At that time, the Company presents the assets and obligations associated with the real estate held for sale separately in its Condensed Consolidated Balance Sheets and ceases recording depreciation and amortization expense related to that asset. Real estate held for sale is reported at the lower of its carrying amount or its estimated fair value less estimated costs to sell. None of the Company’s properties were classified as held for sale as of March 31, 2023 or December 31, 2022. Upon the disposition of a property, the Company recognizes a gain or loss at a point in time when the Company determines control of the underlying asset has been transferred to the buyer. The Company’s performance obligation is generally satisfied at the closing of the transaction. Any continuing involvement is analyzed as a separate performance obligation in the contract, and a portion of the sales price is allocated to each performance obligation. There is significant judgment applied to estimate the amount of variable consideration, if any, identified within the sales price and assess its probability of occurrence based on current market information, historical transactions, and forecasted information that is reasonably available. For sales of real estate (or assets classified as held for sale), the Company evaluates whether the disposition is a strategic shift that will have a major effect on the Company’s operations and financial results, and, if so, it will be classified as discontinued operations in the Company’s consolidated financial statements for all periods presented. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent (1) certain security deposits received from tenants at the inception of their leases; (2) cash required to be held by a third-party lender as a reserve for debt service; and (3) funds held by the Company related to tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash that sums to the total of those amounts at the end of the periods presented on the Company’s accompanying Condensed Consolidated Statements of Cash Flows: As of March 31, 2023 2022 Cash and cash equivalents $ 4,603 $ 1,854 Restricted cash 9,378 6,336 Total cash and cash equivalents and restricted cash $ 13,981 $ 8,190 |
Tenant Receivables, Net | Tenant Receivables, Net The tenant receivable balance as of March 31, 2023 and December 31, 2022 was $7,402 and $8,040, respectively. The balance as of March 31, 2023 consisted of $1,879 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $4,913 of tenant reimbursements, $140 for a loan that was made to one of the Company’s tenants, and $470 of miscellaneous receivables. The balance as of December 31, 2022 consisted of $1,348 in funds owed from the Company’s tenants for rent that the Company had earned but had not yet received, $5,520 of tenant reimbursements, $143 for a loan that was made to one of the Company’s tenants, and $1,029 of miscellaneous receivables. Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company assesses the likelihood of losses resulting from tenant defaults, or the inability of tenants to make contractual rent and tenant reimbursements at each reporting date. The Company also monitors the liquidity and creditworthiness of its tenants and operators on a continuous basis. If the likelihood of a tenant paying its lease payments is determined to no longer be probable, all tenant receivables, including deferred rent, are written off against revenue and any future revenue for that tenant is recognized only upon receipt of cash. In addition, as of March 31, 2023 and December 31, 2022, the Company had a portfolio level reserve of $350 on those leases that were probable of collection to ensure that the tenant lease receivables were not overstated. |
Escrow Deposits | Escrow Deposits The escrow balance as of March 31, 2023 and December 31, 2022 was $8,625 and $7,833, respectively. Escrow deposits include funds held in escrow to be used for the acquisition of properties in the future and for the payment of taxes, insurance, and other amounts as stipulated by the Company’s Cantor Loan, as hereinafter defined. |
Deferred Assets | Deferred Assets The deferred assets balance as of March 31, 2023 and December 31, 2022 was $30,322 and $29,616, respectively. The balance as of March 31, 2023 consisted of $30,125 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $197 of other deferred costs. The balance as of December 31, 2022 consisted of $29,467 in deferred rent receivables resulting from the recognition of revenue from leases with fixed annual rental escalations on a straight-line basis and $149 of other deferred costs. |
Other Assets | Other Assets The other assets balance as of March 31, 2023 and December 31, 2022 was $7,473 and $6,550, respectively. The balance as of March 31, 2023 consisted of $3,416 for right of use assets, $1,407 in capitalized construction in process costs, $2,411 in prepaid assets, and $239 for net capitalized software costs and miscellaneous assets. The balance as of December 31, 2022 consisted of $3,480 for right of use assets, $1,552 in capitalized construction in process costs, $1,380 in prepaid assets, and $138 for net capitalized software costs and miscellaneous assets. Refer to Note 8 – “Leases” for additional details on right of use assets. |
Derivative Instruments - Interest Rate Swaps | Derivative Instruments - Interest Rate Swaps As of March 31, 2023 and December 31, 2022, the Company's balance related to interest rate swap derivative instruments that were designated as cash flow hedges of interest rate risk was an asset of $27,428 and $34,705, respectively. In accordance with the Company’s risk management strategy, the purpose of the interest rate swaps is to manage interest rate risk for certain of the Company’s variable-rate debt. The interest rate swaps involve the Company’s receipt of variable-rate amounts from the counterparties in exchange for the Company making fixed-rate payments over the life of the agreements. The Company accounts for derivative instruments in accordance with the provisions of ASC Topic 815, “Derivatives and Hedging.” Refer to Note 4 – “Credit Facility, Notes Payable and Derivative Instruments” for additional details. |
Other Liabilities | Other Liabilities The other liabilities balance as of March 31, 2023 and December 31, 2022 was $8,226 and $7,363, respectively. The balance as of March 31, 2023 consisted of $2,858 for right of use liabilities and $5,368 of prepaid rent. The balance as of December 31, 2022 consisted of $2,922 for right of use liabilities and $4,441 of prepaid rent. Refer to Note 8 – “Leases” for additional details on right of use liabilities. |
Goodwill | Goodwill As of March 31, 2023 and December 31, 2022, the Company’s goodwill balance was $5,903. Goodwill represents the excess of consideration paid over the fair value of underlying identifiable net assets of businesses acquired. Goodwill has an indefinite life and is not amortized, but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company’s policy is to perform its annual goodwill impairment evaluation as of the first day of the fourth quarter of its fiscal year. The Company has one reporting unit. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of cash and cash equivalents and restricted cash | As of March 31, 2023 2022 Cash and cash equivalents $ 4,603 $ 1,854 Restricted cash 9,378 6,336 Total cash and cash equivalents and restricted cash $ 13,981 $ 8,190 |
Property Portfolio (Tables)
Property Portfolio (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property Portfolio | |
Schedule of Properties Acquired | A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of March 31, 2023 is as follows: A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2022 resulting from these acquisitions is as follows: Land Building Improvements Improvements Intangible Assets Real Estate Balances as of December 31, 2021 $ 152,060 $ 985,091 $ 19,021 $ 58,900 $ 127,931 $ 1,343,003 Facility Acquired – Date Acquired: Gainesville – 2/4/22 555 3,899 76 199 575 5,304 Grand Rapids – 2/28/22 1,238 4,976 221 270 595 7,300 Sarasota – 3/29/22 747 3,703 84 331 1,263 6,128 Greenwood – 3/30/22 929 4,332 194 360 426 6,241 Fairbanks – 4/1/22 1,782 12,262 215 753 7,946 22,958 Rocky Point – 4/8/22 613 6,243 223 317 589 7,985 Fairfax – 5/11/22 4,012 13,238 399 310 3,304 21,263 Lee's Summit – 5/19/22 1,349 4,101 83 410 674 6,617 Lexington – 5/27/22 1,760 11,350 289 556 3,036 16,991 Toledo – 7/8/22 2,999 11,366 581 1,247 2,044 18,237 Lake Geneva – 7/26/22 444 4,612 141 230 725 6,152 Glenview – 9/1/22 1,448 6,258 241 279 912 9,138 Canandaigua – 9/16/22 578 11,118 370 489 1,493 14,048 Hermitage – 9/20/22 353 3,891 194 227 674 5,339 Capitalized costs (1) 141 1,419 41 1,416 396 3,413 Total Additions: 18,948 102,768 3,352 7,394 24,652 157,114 Disposition of Germantown – 7/1/22 (2,700) (8,078) (349) (307) (4,506) (15,940) Balances as of December 31, 2022 $ 168,308 $ 1,079,781 $ 22,024 $ 65,987 $ 148,077 $ 1,484,177 |
Summary of Carrying amount of intangible assets and liabilities | The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented: As of March 31, 2023 Accumulated Cost Amortization Net Assets In-place leases $ 82,374 $ (37,946) $ 44,428 Above market leases 26,054 (8,197) 17,857 Leasing costs 39,821 (16,008) 23,813 $ 148,249 $ (62,151) $ 86,098 Liability Below market leases $ 13,595 $ (6,567) $ 7,028 As of December 31, 2022 Accumulated Cost Amortization Net Assets In-place leases $ 82,374 $ (34,898) $ 47,476 Above market leases 26,054 (7,321) 18,733 Leasing costs 39,649 (14,683) 24,966 $ 148,077 $ (56,902) $ 91,175 Liability Below market leases $ 13,595 $ (5,982) $ 7,613 |
Summary of the acquired lease intangible amortization | Three Months Ended March 31, 2023 2022 Amortization expense related to in-place leases $ 3,048 $ 2,639 Amortization expense related to leasing costs $ 1,325 $ 1,116 Decrease in rental revenue related to above market leases $ 876 $ 725 Increase in rental revenue related to below market leases $ (585) $ (526) |
Schedule of net amortization acquired lease intangible assets and liabilities | As of March 31, 2023, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below: Net Decrease Net Increase in Revenue in Expenses 2023 (nine months remaining) $ (816) $ 12,669 2024 (1,289) 14,882 2025 (1,825) 11,205 2026 (1,872) 9,189 2027 (1,416) 6,463 Thereafter (3,611) 13,833 Total $ (10,829) $ 68,241 |
Credit Facility, Notes Payabl_2
Credit Facility, Notes Payable and Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable and Revolving Credit Facility | |
Schedule of Outstanding borrowings | As of March 31, 2023 and December 31, 2022, the Company had the following outstanding borrowings under the Credit Facility: March 31, 2023 December 31, 2022 Revolver $ 143,500 $ 145,700 Term Loan A 350,000 350,000 Term Loan B 150,000 150,000 Less: Unamortized debt issuance costs (8,704) (9,253) Credit Facility, net $ 634,796 $ 636,447 |
Schedule of Aggregate balances of loans payable | March 31, 2023 December 31, 2022 Notes payable $ 57,780 $ 58,124 Unamortized debt issuance costs (413) (452) Notes payable, net $ 57,367 $ 57,672 |
Schedule of Comprehensive Income (Loss) | The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Amount of loss (gain) recognized in other comprehensive income $ 4,157 $ (15,878) Amount of gain (loss) reclassified from accumulated other comprehensive income into interest expense 3,107 (1,515) Total change in accumulated other comprehensive loss (income) $ 7,264 $ (17,393) |
Rosedale Loan [Member] | |
Notes Payable and Revolving Credit Facility | |
Schedule of Maturities of Long-term Debt | As of March 31, 2023, scheduled principal payments due for each year ended December 31 were as follows: 2023 (nine months remaining) $ 293 2024 405 2025 13,158 Total $ 13,856 |
Dumfries Loan [Member] | |
Notes Payable and Revolving Credit Facility | |
Schedule of Maturities of Long-term Debt | As of March 31, 2023, scheduled principal payments due for each year ended December 31 were as follows: 2023 (nine months remaining) $ 226 2024 11,034 Total $ 11,260 |
Cantor Loan [Member] | |
Notes Payable and Revolving Credit Facility | |
Schedule of Maturities of Long-term Debt | As of March 31, 2023, scheduled principal payments due for each year ended December 31 were as follows: 2023 (nine months remaining) $ 350 2024 492 2025 523 2026 29,882 Total $ 31,247 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Preferred Stock [Member] | |
Schedule of dividends payable | Preferred stock dividend activity for the three months ended March 31, 2023 is summarized in the following table: Applicable Quarterly Dividends Date Announced Record Date Quarter Payment Date Dividend per Share December 7, 2022 January 15, 2023 Q4 2022 January 31, 2023 $ 1,455 $ 0.46875 March 10, 2023 April 15, 2023 Q1 2023 May 1, 2023 $ 1,455 (1) $ 0.46875 (1) Two months of this amount, equal to $970, was accrued at March 31, 2023. |
Common Stock [Member] | |
Schedule of dividends payable | Common stock dividend activity for the three months ended March 31, 2023 is summarized in the following table: Applicable Dividend Dividends Date Announced Record Date Quarter Payment Date Amount (1) per Share December 7, 2022 December 22, 2022 Q4 2022 January 9, 2023 $ 14,642 $ 0.21 March 10, 2023 March 24, 2023 Q1 2023 April 11, 2023 $ 14,688 $ 0.21 (1) Includes distributions on outstanding LTIP Units and OP Units. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock-Based Compensation | |
Schedule of LTIP Unit Activity | Number of Date Description Units Issued Vesting Dates February 23, 2023 Final awards under the 2022 Annual Incentive Plan 68 50% on February 23, 2023; and 50% on February 23, 2024 February 23, 2023 Time-based awards under the 2023 Long-Term Incentive Plan 165 100% on February 23, 2026 |
Schedule of time-based vesting LTIP unit activity | Vested units 2,154 Unvested units 583 LTIP Units outstanding as of March 31, 2023 2,737 |
Schedule of the annual awards and long-term awards | During the three months ended March 31, 2023, there were 14 performance-based LTIP awards under the 2021 and 2022 programs that were forfeited. Additionally, none of the 2020 Long-Term Awards were earned. A detail of the Company’s Long-Term Awards under the 2021, 2022 and 2023 programs as of March 31, 2023 is as follows: 2021 Long-Term Awards 67 2022 Long-Term Awards 96 2023 Long-Term Awards (1) 154 Total target performance awards as of March 31, 2023 317 (1) Approved by the Board on February 23, 2023. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. |
Schedule of of the assumptions for the long-term awards using Monte Carlo simulations | Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations: 2023 Long-Term 2022 Long-Term 2021 Long-Term Awards Awards Awards Fair value $ 11.67 $ 16.39 $ 14.86 Target awards 154 96 67 Volatility 43.54 % 41.65 % 42.37 % Risk-free rate 4.35 % 1.72 % 0.26 % Dividend assumption reinvested reinvested reinvested Expected term in years 3 3 3 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of aggregate annual cash to be received by the company | The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of March 31, 2023 is as follows for the subsequent years ended December 31: 2023 (nine months remaining) $ 88,891 2024 109,666 2025 96,381 2026 87,228 2027 74,435 Thereafter 325,086 Total $ 781,687 |
Schedule of aggregate cash payments to be made by the Company | The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at March 31, 2023, and a reconciliation of those cash flows to the operating lease liability at March 31, 2023: 2023 (nine months remaining) $ 116 2024 162 2025 163 2026 165 2027 165 Thereafter 5,877 Total 6,648 Discount (3,790) Lease liability $ 2,858 |
Organization (Details)
Organization (Details) - Global Medical REIT GP LLC [Member] | 3 Months Ended |
Mar. 31, 2023 | |
Operating Partnership | 93.70% |
Partnership interest | 6.30% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Cash and Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 4,603 | $ 4,016 | $ 1,854 | |
Restricted cash | 9,378 | 10,439 | 6,336 | |
Total cash and cash equivalents and restricted cash | $ 13,981 | $ 14,455 | $ 8,190 | $ 12,759 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 USD ($) tenant item | Dec. 31, 2022 USD ($) tenant | |
Tenant Receivables | $ 7,402 | $ 8,040 |
Receivables Earned But Not Received Relating To Tenant Rent | 1,879 | 1,348 |
Loans receivable | 140 | 143 |
Tenant reimbursements | $ 4,913 | 5,520 |
Number of tenants | tenant | 274 | |
Real estate held for sale | $ 0 | 0 |
Miscellaneous receivables | 470 | 1,029 |
Reserve for leases | 350 | 350 |
Escrow Deposit | 8,625 | 7,833 |
Deferred Costs and Other Assets | 30,322 | 29,616 |
Deferred Rent Receivables, Net | 30,125 | 29,467 |
Other Deferred Costs, Net | 197 | 149 |
Other Assets | 7,473 | 6,550 |
Operating Lease, Right-of-Use Asset | 3,416 | |
Prepaid Expense and Other Assets | 2,411 | 1,380 |
Capitalized preacquisition costs | 1,407 | 1,552 |
Capitalized software costs | 239 | 138 |
Operating Lease, Right-of-Use Asset | 3,480 | |
Prepaid rent | 5,368 | 4,441 |
Derivative asset | 27,428 | 34,705 |
Other liabilities | 8,226 | 7,363 |
Right of use liabilities | 2,858 | 2,922 |
Goodwill | $ 5,903 | 5,903 |
Number of reporting units | item | 1 | |
Interest Rate Swap [Member] | ||
Derivative asset | $ 27,428 | |
Derivative Liabilities | $ 34,705 | |
Tenant improvements [Member] | ||
Number of tenants | tenant | 1 | 1 |
Property Portfolio - Gross Inve
Property Portfolio - Gross Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | $ 1,484,177 | $ 1,343,003 |
Acquisitions | 946 | 157,114 |
Capitalized costs | 946 | 3,413 |
Disposition | (3,850) | (15,940) |
Ending Balance | 1,481,273 | 1,484,177 |
Gainesville Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 5,304 | |
Grand Rapids Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 7,300 | |
Sarasota Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 6,128 | |
Greenwood [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 6,241 | |
Fairbanks Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 22,958 | |
Rocky Point Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 7,985 | |
Fairfax Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 21,263 | |
Lees Summit Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 6,617 | |
Lexington Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 16,991 | |
Toledo Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 18,237 | |
Lake Geneva Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 6,152 | |
Glenview Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 9,138 | |
Canandaigua Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 14,048 | |
Hermitage Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 5,339 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 168,308 | 152,060 |
Acquisitions | 18,948 | |
Capitalized costs | 141 | |
Disposition | (1,023) | (2,700) |
Ending Balance | 167,285 | 168,308 |
Land [Member] | Gainesville Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 555 | |
Land [Member] | Grand Rapids Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,238 | |
Land [Member] | Sarasota Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 747 | |
Land [Member] | Greenwood [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 929 | |
Land [Member] | Fairbanks Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,782 | |
Land [Member] | Rocky Point Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 613 | |
Land [Member] | Fairfax Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,012 | |
Land [Member] | Lees Summit Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,349 | |
Land [Member] | Lexington Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,760 | |
Land [Member] | Toledo Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 2,999 | |
Land [Member] | Lake Geneva Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 444 | |
Land [Member] | Glenview Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,448 | |
Land [Member] | Canandaigua Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 578 | |
Land [Member] | Hermitage Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 353 | |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 1,079,781 | 985,091 |
Acquisitions | 386 | 102,768 |
Capitalized costs | 386 | 1,419 |
Disposition | (2,827) | (8,078) |
Ending Balance | 1,077,340 | 1,079,781 |
Buildings | Gainesville Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,899 | |
Buildings | Grand Rapids Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,976 | |
Buildings | Sarasota Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,703 | |
Buildings | Greenwood [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,332 | |
Buildings | Fairbanks Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 12,262 | |
Buildings | Rocky Point Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 6,243 | |
Buildings | Fairfax Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 13,238 | |
Buildings | Lees Summit Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,101 | |
Buildings | Lexington Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 11,350 | |
Buildings | Toledo Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 11,366 | |
Buildings | Lake Geneva Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 4,612 | |
Buildings | Glenview Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 6,258 | |
Buildings | Canandaigua Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 11,118 | |
Buildings | Hermitage Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,891 | |
Site Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 22,024 | 19,021 |
Acquisitions | 3,352 | |
Capitalized costs | 41 | |
Disposition | (349) | |
Ending Balance | 22,024 | 22,024 |
Site Improvements [Member] | Gainesville Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 76 | |
Site Improvements [Member] | Grand Rapids Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 221 | |
Site Improvements [Member] | Sarasota Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 84 | |
Site Improvements [Member] | Greenwood [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 194 | |
Site Improvements [Member] | Fairbanks Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 215 | |
Site Improvements [Member] | Rocky Point Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 223 | |
Site Improvements [Member] | Fairfax Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 399 | |
Site Improvements [Member] | Lees Summit Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 83 | |
Site Improvements [Member] | Lexington Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 289 | |
Site Improvements [Member] | Toledo Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 581 | |
Site Improvements [Member] | Lake Geneva Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 141 | |
Site Improvements [Member] | Glenview Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 241 | |
Site Improvements [Member] | Canandaigua Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 370 | |
Site Improvements [Member] | Hermitage Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 194 | |
Tenant improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 65,987 | 58,900 |
Acquisitions | 388 | 7,394 |
Capitalized costs | 388 | 1,416 |
Disposition | (307) | |
Ending Balance | 66,375 | 65,987 |
Tenant improvements [Member] | Gainesville Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 199 | |
Tenant improvements [Member] | Grand Rapids Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 270 | |
Tenant improvements [Member] | Sarasota Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 331 | |
Tenant improvements [Member] | Greenwood [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 360 | |
Tenant improvements [Member] | Fairbanks Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 753 | |
Tenant improvements [Member] | Rocky Point Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 317 | |
Tenant improvements [Member] | Fairfax Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 310 | |
Tenant improvements [Member] | Lees Summit Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 410 | |
Tenant improvements [Member] | Lexington Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 556 | |
Tenant improvements [Member] | Toledo Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,247 | |
Tenant improvements [Member] | Lake Geneva Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 230 | |
Tenant improvements [Member] | Glenview Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 279 | |
Tenant improvements [Member] | Canandaigua Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 489 | |
Tenant improvements [Member] | Hermitage Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 227 | |
Intangibles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Beginning Balance | 148,077 | 127,931 |
Acquisitions | 172 | 24,652 |
Capitalized costs | 172 | 396 |
Disposition | (4,506) | |
Ending Balance | $ 148,249 | 148,077 |
Intangibles [Member] | Gainesville Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 575 | |
Intangibles [Member] | Grand Rapids Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 595 | |
Intangibles [Member] | Sarasota Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,263 | |
Intangibles [Member] | Greenwood [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 426 | |
Intangibles [Member] | Fairbanks Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 7,946 | |
Intangibles [Member] | Rocky Point Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 589 | |
Intangibles [Member] | Fairfax Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,304 | |
Intangibles [Member] | Lees Summit Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 674 | |
Intangibles [Member] | Lexington Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 3,036 | |
Intangibles [Member] | Toledo Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 2,044 | |
Intangibles [Member] | Lake Geneva Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 725 | |
Intangibles [Member] | Glenview Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 912 | |
Intangibles [Member] | Canandaigua Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | 1,493 | |
Intangibles [Member] | Hermitage Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Acquisitions | $ 674 |
Property Portfolio - Summary of
Property Portfolio - Summary of the carrying amount of intangible assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cost | $ 148,249 | $ 148,077 |
Accumulated Amortization | (62,151) | (56,902) |
Net | 86,098 | 91,175 |
Liabilities | ||
Cost | 13,595 | 13,595 |
Accumulated Amortization | (6,567) | (5,982) |
Net | 7,028 | 7,613 |
In-place leases [Member] | ||
Assets | ||
Cost | 82,374 | 82,374 |
Accumulated Amortization | (37,946) | (34,898) |
Net | 44,428 | 47,476 |
Above Market Lease intangibles [Member] | ||
Assets | ||
Cost | 26,054 | 26,054 |
Accumulated Amortization | (8,197) | (7,321) |
Net | 17,857 | 18,733 |
Leasing Costs | ||
Assets | ||
Cost | 39,821 | 39,649 |
Accumulated Amortization | (16,008) | (14,683) |
Net | $ 23,813 | $ 24,966 |
Property Portfolio - Summary _2
Property Portfolio - Summary of the acquired lease intangible amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
In-place leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,048 | $ 2,639 |
Leasing Costs | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 1,325 | 1,116 |
Above Market Lease intangibles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 876 | 725 |
Below Market Lease Intangible [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 585 | $ 526 |
Property Portfolio - Net amorti
Property Portfolio - Net amortization of the acquired lease intangible (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Net Decrease in Revenue | |
2023 (nine months remaining) | $ (816) |
2024 | (1,289) |
2025 | (1,825) |
2026 | (1,872) |
2027 | (1,416) |
Thereafter | 3,611 |
Total | (10,829) |
Net Increase in Expenses | |
2023 (nine months remaining) | 12,669 |
2024 | 14,882 |
2025 | 11,205 |
2026 | 9,189 |
2027 | 6,463 |
Thereafter | 13,833 |
Total | $ 68,241 |
Property Portfolio - (Details)
Property Portfolio - (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) tenant contract | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) item | |
Property, Plant and Equipment [Line Items] | |||
Number of Properties Acquired | 0 | 14 | |
Depreciation expense | $ 10,494 | $ 9,402 | |
Capital improvement commitments and obligations | 29,170 | ||
Capital improvement commitments and obligations, current | 9,289 | ||
Acquisitions | $ 946 | $ 157,114 | |
Debt Instrument, Term | 3 years 8 months 4 days | 3 years 11 months 4 days | |
Number of tenants | tenant | 274 | ||
Weighted average remaining term | 43 years | ||
Lease Intangibles Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 4 years 1 month 6 days | ||
Lease Intangibles Liability [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | $ 18,948 | ||
Greenwood [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 6,241 | ||
Greenwood [Member] | Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 929 | ||
Grand Rapids Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 7,300 | ||
Grand Rapids Facility [Member] | Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 1,238 | ||
Fairfax Facility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | 21,263 | ||
Fairfax Facility [Member] | Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Acquisitions | $ 4,012 |
Credit Facility, Notes Payabl_3
Credit Facility, Notes Payable and Derivative Instruments - Schedule of outstanding borrowings under the Credit Facility (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Long-term Line of Credit | $ 634,796 | $ 636,447 |
Revolving Credit Facility [Member] | ||
Long-term Line of Credit | 143,500 | 145,700 |
Term Loan A [Member] | ||
Long-term Line of Credit | 350,000 | 350,000 |
Term Loan B [Member] | ||
Long-term Line of Credit | 150,000 | 150,000 |
Line of Credit [Member] | ||
Less: Unamortized deferred financing costs | $ (8,704) | $ (9,253) |
Credit Facility, Notes Payabl_4
Credit Facility, Notes Payable and Derivative Instruments - Schedule of net of unamortized discount balances (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Credit Facility, Notes Payable and Derivative Instruments | ||
Notes payable, gross | $ 57,780 | $ 58,124 |
Less: Unamortized debt issuance costs | (413) | (452) |
Notes payable, net | $ 57,367 | $ 57,672 |
Credit Facility, Notes Payabl_5
Credit Facility, Notes Payable and Derivative Instruments - Scheduled Principal Payments Due On Cantor Loan Note Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2020 | Apr. 27, 2020 | Mar. 31, 2016 |
Rosedale Loan [Member] | |||||
Notes Payable and Revolving Credit Facility | |||||
2023 (nine months remaining) | $ 293 | ||||
2024 | 405 | ||||
2025 | 13,158 | ||||
Total | 13,856 | $ 13,954 | $ 14,800 | ||
Dumfries Loan [Member] | |||||
Notes Payable and Revolving Credit Facility | |||||
2023 (nine months remaining) | 226 | ||||
2024 | 11,034 | ||||
Total | 11,260 | 11,336 | $ 12,074 | ||
Cantor Loan [Member] | |||||
Notes Payable and Revolving Credit Facility | |||||
2023 (nine months remaining) | 350 | ||||
2024 | 492 | ||||
2025 | 523 | ||||
2026 | 29,882 | ||||
Total | $ 31,247 | $ 31,368 | $ 32,097 |
Credit Facility, Notes Payabl_6
Credit Facility, Notes Payable and Derivative Instruments - Schedule of interest rate swap agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Credit Facility, Notes Payable and Derivative Instruments | ||
Amount of loss (gain) recognized in other comprehensive income (loss) | $ 4,157 | $ (15,878) |
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense | 3,107 | (1,515) |
Total change in accumulated other comprehensive loss (income) | $ 7,264 | $ (17,393) |
Credit Facility, Notes Payabl_7
Credit Facility, Notes Payable and Derivative Instruments (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2020 USD ($) | Apr. 27, 2020 USD ($) | Mar. 31, 2016 USD ($) | Mar. 31, 2023 USD ($) contract | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) contract | Dec. 31, 2022 USD ($) | Jul. 08, 2022 USD ($) | |
Notes Payable and Revolving Credit Facility | ||||||||
Increase (Decrease) in Security Deposits | $ (773) | $ 76 | ||||||
Debt Instrument, Term | 3 years 8 months 4 days | 3 years 11 months 4 days | ||||||
Number of loans | contract | 4 | 4 | ||||||
Note balance | $ 57,780 | $ 57,780 | $ 58,124 | |||||
Additional Interest Expense | 13,340 | |||||||
Derivative asset | 27,428 | $ 27,428 | $ 34,705 | |||||
Interest expense | $ 8,271 | 4,801 | ||||||
Weighted average interest rate basis | 4.28% | 4.28% | 4.20% | |||||
Interest Rate Swap [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Number of interest rate swaps entered | contract | 10 | 10 | ||||||
Derivative asset | $ 27,428 | $ 27,428 | ||||||
Derivative liability | $ 34,705 | |||||||
Forward Starting Interest Rate Swaps [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Number of interest rate swaps entered | contract | 5 | 5 | ||||||
Credit Facility [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Credit Facility maximum borrowing capacity | $ 900,000 | $ 900,000 | ||||||
Credit facility extension option period | 6 months | |||||||
Maximum consolidated leverage ratio under financial covenants | 60 | 60 | ||||||
Maximum consolidated secured recourse leverage ratio under financial covenant | 10% | 10% | ||||||
Minimum fixed charge coverage ratio under financial covenants | 1.50 | 1.50 | ||||||
Minimum unsecured interest coverage ratio under financial covenant | 1.50 | 1.50 | ||||||
Maximum consolidated secured leverage ratio under financial covenants | 30% | 30% | ||||||
Maximum consolidated unsecured leverage ratio under financial covenants | 60% | 60% | ||||||
Covenant compliance | As of March 31, 2023, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility. | |||||||
Proceeds from Credit Facility | $ 12,600 | 14,100 | ||||||
Repayments of Lines of Credit | 14,800 | |||||||
Proceeds from (Repayments of) Credit Facility | 2,200 | (14,100) | ||||||
Interest expense | 6,988 | 3,614 | ||||||
Minimum Net Worth Required for Compliance | $ 573,000 | $ 573,000 | ||||||
Net Proceeds raised Through Equity Offerings, Percent | 75% | |||||||
Debt instrument extensions | contract | 2 | |||||||
Revolving Credit Facility [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Credit Facility maximum borrowing capacity | $ 400,000 | $ 400,000 | ||||||
Amortization of financing costs | 549 | 463 | ||||||
Term Loan [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Credit Facility maximum borrowing capacity | 500,000 | 500,000 | ||||||
Term Loan A [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Credit Facility maximum borrowing capacity | 350,000 | 350,000 | ||||||
Term Loan A [Member] | Interest Rate Swap [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Derivative, Notional Amount | $ 350,000 | $ 350,000 | ||||||
Number of interest rate swaps entered | contract | 6 | 6 | ||||||
Term Loan A [Member] | Interest Rate Swap Agreement One [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Derivative, Notional Amount | $ 150,000 | $ 150,000 | ||||||
Term loan interest rate | 1.80% | 1.80% | ||||||
Term Loan A [Member] | Interest Rate Swap Agreement Two [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Derivative, Notional Amount | $ 200,000 | $ 200,000 | ||||||
Term loan interest rate | 1.50% | 1.50% | ||||||
Term Loan A [Member] | Interest Rate Swap Agreement Three [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Term loan interest rate | 1.36% | 1.36% | ||||||
Term Loan A [Member] | Forward Starting Interest Rate Swaps [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Number of interest rate swaps entered | contract | 5 | 5 | ||||||
Term Loan B [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Credit Facility maximum borrowing capacity | $ 150,000 | $ 150,000 | ||||||
Term Loan B [Member] | Forward Starting Interest Rate Swaps [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Derivative fixed rate | 2.54% | 2.54% | ||||||
Derivative, Notional Amount | $ 150,000 | $ 150,000 | ||||||
Rosedale Loan [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Long term debt | $ 14,800 | $ 13,856 | 13,856 | 13,954 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.85% | |||||||
Debt Instrument, Maturity Date | Jul. 31, 2025 | |||||||
Interest expense | $ 134 | 137 | ||||||
Debt Instrument, Term | 25 years | |||||||
Principal payments made | 98 | 95 | ||||||
Dumfries Loan [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Long term debt | $ 12,074 | $ 11,260 | 11,260 | 11,336 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.68% | |||||||
Debt Instrument, Maturity Date | Jun. 01, 2024 | |||||||
Interest expense | $ 130 | 133 | ||||||
Debt Instrument, Term | 10 years | |||||||
Principal payments made | 76 | 72 | ||||||
Cantor Loan [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Long term debt | $ 32,097 | $ 31,247 | 31,247 | 31,368 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.22% | |||||||
Debt Instrument, Maturity Date | Apr. 06, 2026 | |||||||
Prepayment period before maturity date | 4 months | |||||||
Interest expense | $ 409 | 415 | ||||||
Debt Instrument, Term | 30 years | |||||||
Principal payments made | $ 121 | 115 | ||||||
Toledo Loan [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||
Debt Instrument, Maturity Date | Jul. 30, 2033 | |||||||
Principal payments made | $ 49 | |||||||
Note balance | 1,417 | 1,417 | $ 1,466 | $ 1,513 | ||||
Interest expense | 22 | |||||||
Accordion [Member] | Credit Facility [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Credit Facility maximum borrowing capacity | 500,000 | $ 500,000 | ||||||
Notes Payable [Member] | ||||||||
Notes Payable and Revolving Credit Facility | ||||||||
Amortization of financing costs | $ 39 | $ 39 |
Equity - Summary of Stock Divid
Equity - Summary of Stock Dividend Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2023 | Dec. 07, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Dividend Amount | $ 15,854 | $ 15,821 | |||
Dividend Accrued | 970 | ||||
Common Stock [Member] | |||||
Dividend Amount | $ 70 | ||||
Preferred Stock [Member] | Dividend declared on December 7, 2022 [Member] | |||||
Date Announced | Dec. 07, 2022 | ||||
Record Date | Jan. 15, 2023 | ||||
Payment Date | Jan. 31, 2023 | ||||
Dividend Amount | $ 1,455 | ||||
Dividends per Share | $ 0.46875 | ||||
Preferred Stock [Member] | Dividend declared on March 10, 2023 [Member] | |||||
Date Announced | Mar. 10, 2023 | ||||
Record Date | Apr. 15, 2023 | ||||
Payment Date | May 01, 2023 | ||||
Dividend Amount | $ 1,455 | ||||
Dividends per Share | $ 0.46875 | ||||
Common Stock [Member] | Dividend declared on December 7, 2022 [Member] | |||||
Date Announced | Dec. 07, 2022 | ||||
Record Date | Dec. 22, 2022 | ||||
Payment Date | Jan. 09, 2023 | ||||
Dividend Amount | $ 14,642 | ||||
Dividends per Share | $ 0.21 | ||||
Common Stock [Member] | Dividend declared on March 10, 2023 [Member] | |||||
Date Announced | Mar. 10, 2023 | ||||
Record Date | Mar. 24, 2023 | ||||
Payment Date | Apr. 11, 2023 | ||||
Dividend Amount | $ 14,688 | ||||
Dividends per Share | $ 0.21 |
Equity - Additional Information
Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shareholder $ / shares shares | |
Preferred Stock, Shares Authorized | shares | 10,000,000 | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Issued | shares | 3,105,000 | 3,105,000 | |
Preferred Stock, Shares Outstanding | shares | 3,105,000 | 3,105,000 | |
Dividend Accrued | $ 970 | ||
Common Stock, Shares Authorized | shares | 500,000,000 | 500,000,000 | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Outstanding | shares | 65,530,000 | 65,518,000 | |
Proceeds | $ 8,210 | ||
Payments of dividends | $ 1,455 | 1,455 | |
Payment Of Dividends Common Stock Op And Ltip Units | 14,699 | 14,526 | |
Dividends Payable | $ 15,854 | $ 15,821 | |
Number of unit holders who redeemed units in period | shareholder | 1 | ||
Units redeemed | shares | 0 | 35 | |
Redemptions | $ 600 | ||
Limited Partners' Capital Account, Units Issued | shares | 1,667,000 | ||
Limited Partners' Capital Account, Units Outstanding | shares | 1,667,000 | 1,667,000 | |
Limited Partners' Capital Account | $ 8,480 | ||
Common Stock [Member] | |||
Payments of dividends | 471 | ||
Dividends Payable | $ 70 | ||
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Issued | shares | 3,105,000 | 3,105,000 | |
Preferred Stock, Shares Outstanding | shares | 3,105,000 | 3,105,000 | |
Preferred Stock, Dividend Rate, Percentage | 7.50% | ||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 25 | $ 25 | |
Dividends Payable, Amount Per Share | $ / shares | $ 1.875 | ||
Long Term Incentives Plan Units Member | |||
Payments of dividends | $ 57 | ||
Dividends Payable | 196 | $ 209 | |
Reversal of dividend accrual | $ 44 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions | ||
Due from related parties | $ 321 | $ 200 |
Due to related party | $ 0 | $ 0 |
Stock-Based Compensation - TRIP
Stock-Based Compensation - TRIP Unit Activity (Details) - shares shares in Thousands | 3 Months Ended | |
Feb. 23, 2023 | Mar. 31, 2023 | |
Annual Incentive Plan 2021 [Member] | Long Term Incentives Plan Units [Member] | ||
Number of units issued | 68 | |
Time-based awards under the 2022 Long-Term Incentive Plan [Member] | Long Term Incentives Plan Units [Member] | ||
Number of units issued | 165 | |
Vesting percentage | 100% | |
Share-based Compensation Award, Tranche One [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche One [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche One [Member] | Annual Incentive Plan 2021 [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Annual Incentive Plan 2021 [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% |
Stock-Based Compensation - Vest
Stock-Based Compensation - Vested and unvested LTIP units (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2023 shares | |
Stock-Based Compensation | |
Vested units | 2,154 |
Unvested units | 583 |
LTIP Units outstanding as of September 30, 2022 | 2,737 |
Stock-Based Compensation - Long
Stock-Based Compensation - Long-Term Awards (Details) - Long-Term Awards [Member] shares in Thousands | Mar. 31, 2023 shares | [1] |
Total target performance awards as of March 31, 2023 | 317 | |
2022 program [Member] | ||
Total target performance awards as of March 31, 2023 | 96 | |
2023 Program [Member] | ||
Total target performance awards as of March 31, 2023 | 154 | |
2021 Program [Member] | ||
Total target performance awards as of March 31, 2023 | 67 | |
[1]2021 Long-Term Awards |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Long-Term Awards (Details) - Long-Term Awards [Member] - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
2020 Program [Member] | |||
Target awards | 67 | ||
2019 Long-Term Awards | |||
Expected term in years | 3 years | ||
2018 Long-Term Awards | |||
Fair value | $ 14.86 | ||
Volatility | 42.37% | ||
Risk-free rate | 0.26% | ||
Dividend assumption | reinvested | ||
Expected term in years | 3 years | ||
2022 program [Member] | |||
Fair value | $ 11.67 | ||
Target awards | 154 | ||
Volatility | 43.54% | ||
Risk-free rate | 4.35% | ||
Dividend assumption | reinvested | ||
Expected term in years | 3 years | ||
2021 Program [Member] | |||
Fair value | $ 16.39 | ||
Target awards | 96 | ||
Volatility | 41.65% | ||
Risk-free rate | 1.72% | ||
Dividend assumption | reinvested |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Expected dividend rate | 0% | |
Stock-based compensation expense | $ 688 | $ 1,287 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 6,600 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | |
2016 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 899 | |
Long Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 14 | |
Long-Term Awards [Member] | ||
Performance period | 3 years | |
Share based compensation maximum percentage of target that may be earned | 200% | |
Long-Term Awards [Member] | Long Term Incentive Plan 2020 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 0 | |
Long Term Incentives Plan Units [Member] | ||
Performance period | 3 years | |
Units redeemed | 11 | |
Long Term Incentives Plan Units [Member] | Annual Award Agreements [Member] | ||
Performance period | 1 year | |
Share-based Compensation Award, Tranche One [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche One [Member] | Long Term Incentives Plan Units [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long-Term Awards [Member] | ||
Vesting percentage | 50% | |
Share-based Compensation Award, Tranche Two [Member] | Long Term Incentives Plan Units [Member] | ||
Performance period | 1 year | |
Vesting percentage | 50% |
Leases - Aggregate annual minim
Leases - Aggregate annual minimum cash to be received by the Company on the noncancelable operating leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases | |
2023 (nine months remaining) | $ 88,891 |
2024 | 109,666 |
2025 | 96,381 |
2026 | 87,228 |
2027 | 74,435 |
Thereafter | 325,086 |
Total | $ 781,687 |
Leases - Scheduled obligations
Leases - Scheduled obligations for future minimum payments on operating ground leases (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases | |
2023 (nine months remaining) | $ 116 |
2024 | 162 |
2025 | 163 |
2026 | 165 |
2027 | 165 |
Thereafter | 5,877 |
Total | 6,648 |
Discount | (3,790) |
Lease liability | $ 2,858 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) tenant building property | Mar. 31, 2022 USD ($) | May 01, 2023 USD ($) | |
Operating Lease Average Remaining Lease Term | 10 years | ||
Variable revenue | $ 2,003 | $ 1,947 | |
Rental revenue | $ 36,199 | 31,852 | |
Weighted average remaining term | 43 years | ||
Weighted average discount rate | 7.50% | ||
Lease Expense | $ 65 | 55 | |
Paid in cash | $ 42 | $ 28 | |
Buildings located on land that is subject to operating ground leases | building | 7 | ||
Number of tenants | tenant | 274 | ||
Number of facilities leased | property | 188 | ||
Lease liability | $ 2,858 | ||
Concentration Risk, Customer | During this period there were no tenants with rental revenue that exceeded 10% of the Company’s rental revenue. | ||
Bethesda Headquarters [Member] | Subsequent Event | |||
Lease liability | $ 7,000 |