Cover
Cover - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-55435 | |
Entity Registrant Name | SILA REALTY TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 46-1854011 | |
Entity Address, Address Line One | 4890 West Kennedy Blvd. | |
Entity Address, Address Line Two | Suite 650 | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33609 | |
City Area Code | 813 | |
Local Phone Number | 287-0101 | |
Title of 12(b) Security | None | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001567925 | |
No Trading Symbol Flag | true | |
Current Fiscal Year End Date | --12-31 | |
Class A | ||
Entity Common Stock, Shares Outstanding (in shares) | 166,927 | |
Class I | ||
Entity Common Stock, Shares Outstanding (in shares) | 12,834 | |
Class T | ||
Entity Common Stock, Shares Outstanding (in shares) | 39,832 | |
Class T2 | ||
Entity Common Stock, Shares Outstanding (in shares) | 3,419 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Real estate: | ||
Land | $ 335,026 | $ 335,678 |
Buildings and improvements, less accumulated depreciation of $213,573 and $197,134, respectively | 2,334,682 | 2,338,914 |
Construction in progress | 3,324 | 19,232 |
Total real estate, net | 2,673,032 | 2,693,824 |
Cash and cash equivalents | 51,039 | 53,174 |
Acquired intangible assets, less accumulated amortization of $98,103 and $90,730, respectively | 238,000 | 246,761 |
Goodwill | 39,289 | 39,529 |
Right-of-use assets - operating leases | 29,332 | 29,751 |
Right-of-use assets - finance leases | 2,522 | 2,527 |
Notes receivable, net | 30,678 | 31,262 |
Other assets, net | 115,406 | 108,461 |
Total assets | 3,179,298 | 3,205,289 |
Liabilities: | ||
Notes payable, net of deferred financing costs of $1,579 and $1,805, respectively | 450,719 | 451,617 |
Credit facility, net of deferred financing costs of $5,454 and $5,900, respectively | 932,546 | 932,100 |
Accounts payable and other liabilities | 67,657 | 80,246 |
Acquired intangible liabilities, less accumulated amortization of $15,020 and $13,924, respectively | 51,464 | 52,560 |
Operating lease liabilities | 31,898 | 32,050 |
Finance lease liabilities | 2,844 | 2,843 |
Total liabilities | 1,537,128 | 1,551,416 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value per share, 510,000,000 shares authorized; 235,809,274 and 234,957,801 shares issued, respectively; 222,702,903 and 222,045,522 shares outstanding, respectively | 2,227 | 2,220 |
Additional paid-in capital | 1,989,599 | 1,983,361 |
Accumulated distributions in excess of earnings | (335,004) | (311,264) |
Accumulated other comprehensive loss | (14,652) | (20,444) |
Total stockholders’ equity | 1,642,170 | 1,653,873 |
Total liabilities and stockholders’ equity | $ 3,179,298 | $ 3,205,289 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Buildings and improvements, accumulated depreciation | $ 213,573 | $ 197,134 |
Acquired intangible assets, accumulated amortization | 98,103 | 90,730 |
Notes payable, deferred financing costs | 1,579 | 1,805 |
Credit facility, deferred financing costs | 5,454 | 5,900 |
Acquired intangible liabilities, accumulated amortization | $ 15,020 | $ 13,924 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 510,000,000 | 510,000,000 |
Common stock, shares issued (in shares) | 235,809,274 | 234,957,801 |
Common stock, shares outstanding (in shares) | 222,702,903 | 222,045,522 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Rental revenue | $ 67,895 | $ 69,185 |
Expenses: | ||
Rental expenses | 9,630 | 11,488 |
General and administrative expenses | 6,623 | 3,194 |
Internalization transaction expenses | 0 | 494 |
Asset management fees | 0 | 5,956 |
Depreciation and amortization | 25,967 | 27,065 |
Impairment loss on real estate | 10,423 | 0 |
Impairment loss on goodwill | 240 | 0 |
Total expenses | 52,883 | 48,197 |
Income from operations | 15,012 | 20,988 |
Interest and other expense, net | 12,130 | 15,319 |
Net income attributable to common stockholders | 2,882 | 5,669 |
Other comprehensive income (loss): | ||
Unrealized income (loss) on interest rate swaps, net | 5,792 | (20,334) |
Other comprehensive income (loss) | 5,792 | (20,334) |
Comprehensive income (loss) attributable to common stockholders | $ 8,674 | $ (14,665) |
Weighted average number of common shares outstanding: | ||
Basic (in shares) | 222,481,179 | 221,540,890 |
Diluted (in shares) | 223,420,969 | 221,570,975 |
Net income per common share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.01 | $ 0.03 |
Diluted (in dollars per share) | 0.01 | 0.03 |
Distributions declared per common share (in dollars per share) | $ 0.12 | $ 0.12 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-in Capital | Accumulated Distributions in Excess of Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interest |
Balance, (in shares) at Dec. 31, 2019 | 221,912,714 | ||||||
Balance, beginning at Dec. 31, 2019 | $ 1,738,419 | $ 1,738,417 | $ 2,219 | $ 1,981,848 | $ (240,946) | $ (4,704) | $ 2 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under the distribution reinvestment plan (in shares) | 893,743 | ||||||
Issuance of common stock under the distribution reinvestment plan | 7,731 | 7,731 | $ 9 | 7,722 | |||
Stock-based compensation (in shares) | 0 | ||||||
Stock-based compensation | 27 | 27 | 27 | ||||
Distribution and servicing fees | 33 | 33 | 33 | ||||
Other offering costs | (7) | (7) | (7) | ||||
Repurchase of common stock (in shares) | (1,419,357) | ||||||
Repurchase of common stock | (12,277) | (12,277) | $ (14) | (12,263) | |||
Distributions to common stockholders | (26,595) | (26,595) | (26,595) | ||||
Other comprehensive income (loss) | (20,334) | (20,334) | (20,334) | ||||
Net income | 5,669 | 5,669 | 5,669 | ||||
Balance, (in shares) at Mar. 31, 2020 | 221,387,100 | ||||||
Balance, ending at Mar. 31, 2020 | $ 1,692,666 | 1,692,664 | $ 2,214 | 1,977,360 | (261,872) | (25,038) | $ 2 |
Balance, (in shares) at Dec. 31, 2020 | 222,045,522 | 222,045,522 | |||||
Balance, beginning at Dec. 31, 2020 | 1,653,873 | $ 2,220 | 1,983,361 | (311,264) | (20,444) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock under the distribution reinvestment plan (in shares) | 848,162 | ||||||
Issuance of common stock under the distribution reinvestment plan | $ 7,374 | 7,374 | $ 9 | 7,365 | |||
Vesting of restricted stock (in shares) | 3,311 | ||||||
Stock-based compensation (in shares) | 0 | ||||||
Stock-based compensation | 556 | 556 | |||||
Distribution and servicing fees | 2 | 2 | |||||
Repurchase of common stock (in shares) | (194,092) | ||||||
Repurchase of common stock | (1,687) | $ (2) | (1,685) | ||||
Distributions to common stockholders | (26,622) | (26,622) | |||||
Other comprehensive income (loss) | 5,792 | 5,792 | |||||
Net income | $ 2,882 | 2,882 | 2,882 | ||||
Balance, (in shares) at Mar. 31, 2021 | 222,702,903 | 222,702,903 | |||||
Balance, ending at Mar. 31, 2021 | $ 1,642,170 | $ 2,227 | $ 1,989,599 | $ (335,004) | $ (14,652) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income attributable to common stockholders | $ 2,882 | $ 5,669 |
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities: | ||
Depreciation and amortization | 25,962 | 27,065 |
Amortization of deferred financing costs | 996 | 946 |
Amortization of above-market leases | 483 | 969 |
Amortization of below-market leases | (1,096) | (1,386) |
Amortization of origination fee | 68 | 0 |
Amortization of discount of deferred liability | 54 | 0 |
Reduction in the carrying amount of right-of-use assets - operating leases, net | 264 | 234 |
Reduction in the carrying amount of right-of-use assets - finance lease, net | 5 | 0 |
Impairment loss on real estate | 10,423 | 0 |
Impairment loss on goodwill | 240 | 0 |
Straight-line rent | (4,626) | (5,500) |
Stock-based compensation | 556 | 27 |
Changes in operating assets and liabilities: | ||
Accounts payable and other liabilities | 54 | (290) |
Accounts payable due to affiliates | 0 | (58) |
Other assets | 863 | 2,258 |
Net cash provided by operating activities | 37,128 | 29,934 |
Cash flows from investing activities: | ||
Investment in real estate | 0 | (5,024) |
Consideration paid for the internalization transaction | (7,500) | 0 |
Capital expenditures | (7,067) | (5,441) |
Payments of deal costs | 0 | (126) |
Real estate deposits, net | (250) | 100 |
Notes receivable, net | 500 | 0 |
Net cash used in investing activities | (14,317) | (10,491) |
Cash flows from financing activities: | ||
Payments on notes payable | (1,124) | (770) |
Proceeds from credit facility | 0 | 95,000 |
Payments of deferred financing costs | (3) | (1) |
Repurchase of common stock | (1,687) | (12,277) |
Offering costs on issuance of common stock | (637) | (845) |
Distributions to common stockholders | (19,170) | (18,890) |
Net cash (used in) provided by financing activities | (22,621) | 62,217 |
Net change in cash, cash equivalents and restricted cash | 190 | 81,660 |
Cash, cash equivalents and restricted cash - Beginning of period | 67,909 | 80,230 |
Cash, cash equivalents and restricted cash - End of period | 68,099 | 161,890 |
Supplemental cash flow disclosure: | ||
Interest paid, net of interest capitalized of $138 and $145, respectively | 12,307 | 14,720 |
Supplemental disclosure of non-cash transactions: | ||
Common stock issued through distribution reinvestment plan | 7,374 | 7,731 |
Accrued capital expenditures | 8 | 268 |
Accrued deal costs | $ 40 | $ 6 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Interest capitalized | $ 138 | $ 145 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Sila Realty Trust, Inc., or the Company, is a Maryland corporation that was formed on January 11, 2013. The Company elected, and currently qualifies, to be taxed as a real estate investment trust, or a REIT, under the Internal Revenue Code of 1986, as amended, or the Code, for federal income tax purposes commencing with its taxable year ended December 31, 2014. Substantially all of the Company’s business is conducted through Sila Realty Operating Partnership, LP, a Delaware limited partnership, or the Operating Partnership, formed on January 10, 2013. The Company is the sole general partner and, prior to the completion of the Internalization Transaction (as defined herein) on September 30, 2020, Carter Validus Advisors II, LLC, or the Former Advisor, was the special limited partner of the Operating Partnership. As of the closing of the Internalization Transaction, the Company owns directly or indirectly, all of the interests in the Operating Partnership. Prior to September 30, 2020, the Former Advisor was responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making investments on the Company’s behalf pursuant to an advisory agreement among the Company, the Operating Partnership and the Former Advisor. On July 28, 2020, the Company and the Operating Partnership entered into a Membership Interest Purchase Agreement, or the Purchase Agreement, to provide for the internalization of the external management functions previously performed for the Company and the Operating Partnership by the Former Advisor and its affiliates, or the Internalization Transaction. On September 30, 2020, the Company closed the Internalization Transaction. Effective September 30, 2020, as a result of the Internalization Transaction, the Former Advisor is no longer affiliated with the Company. Upon completion of the Internalization Transaction, individuals, who were previously employed by an affiliate of the Former Advisor, became employees of the Company and the functions previously performed by the Former Advisor were internalized by the Company. As an internally managed company, the Company no longer pays the Former Advisor and its affiliates any fees or expense reimbursements arising from the advisory agreement. In addition, on September 30, 2020, the Operating Partnership redeemed the Former Advisor’s limited partner interest (including special limited partner interest) in the Operating Partnership in connection with the Internalization Transaction. On September 30, 2020, the Company and Sila REIT, LLC, a Maryland limited liability company that is the sole limited partner of the Operating Partnership, entered into the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, or the Third A&R LP Agreement, in order to reflect the completion of the Internalization Transaction. The Company was formed to invest primarily in quality income-producing commercial real estate, with a focus on data centers and healthcare properties, preferably with long-term leases to creditworthy tenants, as well as to make other real estate-related investments in such property types, which may include equity or debt interests in other real estate entities. As of March 31, 2021, the Company owned 153 real estate properties. The Company raised the equity capital for its real estate investments through two public offerings, or the Offerings, from May 2014 through November 2018, and the Company has offered shares pursuant to its distribution reinvestment plan, or the DRIP, pursuant to two Registration Statements on Form S-3, or each, a DRIP Offering and together the DRIP Offerings, since November 2017. Except as the context otherwise requires, the “Company” refers to Sila Realty Trust, Inc., the Operating Partnership and all wholly-owned subsidiaries. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and the accompanying notes thereto are the responsibility of management. These accounting policies conform to United States generally accepted accounting principles, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of a normal and recurring nature considered for a fair presentation, have been included. Operating results for the three months ended March 31, 2021, are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The condensed consolidated balance sheet at December 31, 2020, has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, and related notes thereto set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on March 24, 2021. Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. Restricted Cash Restricted cash consists of restricted cash held in escrow and restricted bank deposits. Restricted cash held in escrow includes cash held by lenders in escrow accounts for tenant and capital improvements, taxes, repairs and maintenance and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement. Restricted bank deposits consist of tenant receipts for certain properties which are required to be deposited into lender-controlled accounts in accordance with the respective lender's loan agreement. Restricted cash held in escrow and restricted bank deposits are reported in other assets, net, in the accompanying condensed consolidated balance sheets. See Note 8—"Other Assets, Net." The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands): Three Months Ended 2021 2020 Beginning of period: Cash and cash equivalents $ 53,174 $ 69,342 Restricted cash 14,735 10,888 Cash, cash equivalents and restricted cash $ 67,909 $ 80,230 End of period: Cash and cash equivalents $ 51,039 $ 150,476 Restricted cash 17,060 11,414 Cash, cash equivalents and restricted cash $ 68,099 $ 161,890 Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows and their eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the asset group, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset group. When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental rates subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, probability weighting of the potential re-lease of the property versus sales scenarios, sale prices of comparable properties, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate assets. In addition, the Company estimates the fair value of the assets by applying a market approach using comparable sales for certain properties. The use of alternative assumptions in the market approach analysis could result in a different determination of the property’s estimated fair value and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate assets. Impairment of Real Estate During the three months ended March 31, 2021, real estate assets related to one healthcare property were determined to be impaired. A tenant of the property, which was experiencing financial difficulty, vacated its space on June 19, 2020. During the fourth quarter of 2020, the Company entered into lease negotiations with a prospective tenant for the same property, but the Company did not reach a mutual agreement. As such, the Company evaluated other strategic options for the property, including a possible sale, and in April 2021 the Company received a letter of intent from a prospective buyer. The inclusion of a potential sale scenario in the Company’s step one impairment analysis resulted in the expected future cash flows from the property to fall below its current carrying value. As a result, the carrying value of the property was reduced to its estimated fair value of $17,145,000, resulting in an impairment charge of $10,423,000, which is included in impairment loss on real estate in the condensed consolidated statements of comprehensive income (loss). During the three months ended March 31, 2020, no impairment losses were recorded on real estate assets. See Note 13—"Fair Value" for further discussion. Impairment of Acquired Intangible Assets and Acquired Intangible Liabilities During the three months ended March 31, 2021, the Company recognized an impairment of one in-place lease intangible asset in the amount of approximately $1,120,000, by accelerating the amortization of the acquired intangible asset related to one healthcare tenant of the Company that was experiencing financial difficulties and vacated the property in March 2021. On April 5, 2021, the Company terminated its lease agreement with the tenant and the tenant paid a lease termination fee of $400,000. During the three months ended March 31, 2020, the Company recognized impairments of one in-place lease intangible asset in the amount of approximately $1,484,000 and one above-market lease intangible asset in the amount of approximately $344,000, by accelerating the amortization of the acquired intangible assets related to the previously mentioned healthcare tenant of the Company that was experiencing financial difficulties and vacated the property on June 19, 2020. Impairment of Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is allocated to an entity's reporting units. Goodwill has an indefinite life and is not amortized. On September 30, 2020, the Company recorded $39,529,000 of goodwill related to the Internalization Transaction. See Note 3—"Internalization Transaction" for details. The Company evaluates goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. Unless circumstances otherwise dictate, the annual impairment test is performed as of the last day of each year. The Company evaluates potential triggering events that may affect the estimated fair value of the Company’s reporting units to assess whether any goodwill impairment exists. Deteriorating or adverse market conditions for certain reporting units may have a significant impact on the estimated fair value of these reporting units and could result in future impairments of goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, then an impairment charge is recorded in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company has the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. Under a qualitative assessment, the impairment analysis for goodwill represents an evaluation of whether it is more-likely-than-not the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative analysis indicates that it is more-likely-than-not that the estimated carrying value of a reporting unit, including goodwill, exceeds its fair value, the Company performs the quantitative analysis as described below. During the three months ended March 31, 2021, the Company recognized $240,000 of goodwill impairment. Impairment loss on real estate recorded during such period (as discussed in the "Impairment of Real Estate" section above) triggered evaluation of the reporting unit fair value for goodwill impairment. The Company's reporting unit represents each individual operating real estate property. The carrying value of long-lived assets within the reporting unit with indicators of impairment were first tested for recoverability and resulted in recognition of impairment during such period. As a result, the fair value of the reporting unit compared to its carrying value, including goodwill, was determined to have fair value lower than its carrying value. Therefore, the Company recognized an impairment loss on goodwill in the amount of $240,000 for the amount that the carrying value of the reporting unit, including goodwill, exceeded its fair value, limited to the total amount of goodwill allocated to that reporting unit. Fair value of the reporting unit was determined based on a market valuation approach, using comparable sales to estimate the fair value. As of March 31, 2021, the Company did not have any goodwill associated with this healthcare reporting unit. Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts The Company recognizes non-rental related revenue in accordance with Accounting Standards Codification ASC 606, Revenue from Contracts with Customers, or ASC 606. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursements, which are outside the scope of ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Non-rental revenue, subject to ASC 606, is immaterial to the Company's condensed consolidated financial statements. The majority of the Company's revenue is derived from rental revenue, which is accounted for in accordance with ASC 842, Leases , or ASC 842. In accordance with ASC 842, rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). For lease arrangements when it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. Tenant reimbursements, which are comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are recognized when the services are provided and the performance obligations are satisfied. During the three months ended March 31, 2021 and 2020, the Company wrote off $216,000 and $4,000, respectively, as a reduction in rental revenue in the accompanying condensed consolidated statements of comprehensive income (loss) because the amounts were determined to be uncollectible. Notes Receivable Notes receivable are recorded at their outstanding principal balance, net of any unearned income, unamortized deferred fees and costs and allowances for loan losses. The Company defers notes receivable origination costs and fees and amortizes them as an adjustment of yield over the term of the related note receivable. Amortization of the notes receivable origination costs and fees are recorded in interest and other expense, net, in the accompanying condensed consolidated statements of comprehensive income (loss). The Company evaluates the collectability of both interest and principal on each note receivable to determine whether it is collectible, primarily through the evaluation of credit quality indicators, such as the tenant's financial condition, collateral, evaluations of historical loss experience, current economic conditions and other relevant factors, including contractual terms of repayments. Evaluating a note receivable for potential impairment requires management to exercise judgment. The use of alternative assumptions in evaluating a note receivable could result in a different determination of the note's estimated fair value and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the note receivable. Concentration of Credit Risk and Significant Leases As of March 31, 2021, the Company had cash on deposit, including restricted cash, in certain financial institutions that had deposits in excess of current federally insured levels. The Company limits its cash investments to financial institutions with high credit standings; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. To date, the Company has not experienced a loss or lack of access to cash in its accounts. As of March 31, 2021, the Company owned real estate investments in two micropolitan statistical areas and 68 metropolitan statistical areas, or MSAs, one MSA of which accounted for 10.0% or more of rental revenue. Real estate investments located in the Houston-The Woodlands-Sugar Land, Texas MSA accounted for 10.7% of rental revenue for the three months ended March 31, 2021. As of March 31, 2021, the Company had one exposure to tenant concentration that accounted for 10.0% or more of rental revenue for the three months ended March 31, 2021. The leases with tenants at healthcare properties under common control of Post Acute Medical, LLC and affiliates accounted for 10.3% of rental revenue for the three months ended March 31, 2021. Share Repurchase Program The Company’s share repurchase program, or SRP, allowed for repurchases of shares of the Company’s common stock upon meeting certain criteria. The SRP provided that all repurchases during any calendar year, including those redeemable upon death or a "Qualifying Disability" as defined in the Company's SRP of a stockholder, be limited to those that can be funded with equivalent proceeds raised from the DRIP during the prior calendar year and other operating funds, if any, as the board of directors, in its sole discretion, may reserve for this purpose. Repurchases of shares of the Company’s common stock were at the sole discretion of the Company’s board of directors, provided, however, that the Company could limit the number of shares repurchased during any calendar year to 5.0% of the number of shares of common stock outstanding as of December 31 st of the previous calendar year. Subject to the terms and limitations of the SRP, including, but not limited to, quarterly share limitations, an annual 5.0% share limitation and DRIP funding limitations and any amendments to the plan, as more fully described below, the SRP was generally available to any stockholder as a potential means of interim liquidity. In addition, the Company’s board of directors, in its sole discretion, could suspend (in whole or in part) the SRP at any time, and could amend, reduce, terminate or otherwise change the SRP upon 30 days' prior notice to the Company’s stockholders for any reason it deemed appropriate. On December 11, 2020, the Company's board of directors authorized and approved the Amended and Restated Share Repurchase Program, or the A&R SRP, which applied beginning with the first quarter repurchase date of 2021, which was January 28, 2021. Under the A&R SRP, the Company will only repurchase shares due to death or involuntary exigent circumstance in accordance with the A&R SRP, subject in each case to the terms and limitations of the A&R SRP, including, but not limited to, quarterly share limitations, an annual 5.0% share limitation, and DRIP funding limitations. Under the A&R SRP, the Company may waive certain of the terms and requirements of the A&R SRP in the event of the death of a stockholder who is a natural person, including shares held through an Individual Retirement Account or other retirement or profit-sharing plan, and certain trusts meeting the requirements of the A&R SRP. The Company may also waive certain of the terms and requirements of the A&R SRP in the event of an involuntary exigent circumstance, as determined by the Company or any of the executive officers thereof, in its or their sole discretion. See Part II, Item 2. "Unregistered Sales of Equity Securities" for more information on the Company's A&R SRP. During the three months ended March 31, 2021, the Company repurchased 194,092 Class A shares and Class T shares of common stock (172,520 Class A shares and 21,572 Class T shares), for an aggregate purchase price of approximately $1,687,000 (an average of $8.69 per share). During the three months ended March 31, 2020, the Company repurchased 1,419,357 Class A shares, Class I shares, Class T shares and Class T2 shares of common stock (1,078,423 Class A shares, 214,843 Class I shares, 122,865 Class T shares and 3,226 Class T2 shares), for an aggregate purchase price of approximately $12,277,000 (an average of $8.65 per share). Stock-based Compensation On March 6, 2020, the Company's board of directors approved the Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, pursuant to which the Company has the authority and power to grant awards of restricted shares of its Class A common stock to its directors, officers and employees. The Company accounts for its stock awards in accordance with ASC 718-10, Compensation—Stock Compensation . ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). For performance-based awards, compensation costs are recognized over the service period if it is probable that the performance condition will be satisfied, with changes of the assessment at each reporting period and recording the effect of the change in the compensation cost as a cumulative catch-up adjustment. The compensation costs for restricted stock are recognized based on the fair value of the restricted stock awards at grant date less forfeitures (if applicable). On January 8, 2021, the Company granted time-based awards to our executive officers, including Mr. Seton and Ms. Neely, of 103,567 and 40,276 in restricted shares of Class A common stock, respectively, or the Time-Based 2021 Awards. The Time-Based 2021 Awards will vest ratably over four years following the grant date, subject to each executive's employment through the applicable vesting dates, with certain exceptions. In addition, on January 8, 2021, the Company's compensation committee approved performance-based deferred stock unit awards, or Performance DSUs, to be granted for the Performance-Based 2021 Awards. The Performance DSUs represent the right to receive a number of restricted shares of the Company's Class A common stock on a one-to-one basis with the number of Performance DSUs that vest. The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement. Stock-based compensation expense for the Time-Based 2021 Awards and Performance-Based 2021 Awards for the three months ended March 31, 2021, was approximately $226,000, which is reported in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income (loss). The Company recognized total stock-based compensation expense for the three months ended March 31, 2021 and 2020, of approximately $556,000 and $27,000, respectively, which is reported in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income (loss). Earnings Per Share The Company calculates basic earnings per share by dividing net income attributable to common stockholders for the period by the weighted average shares of its common stock outstanding for that period. Diluted earnings per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities. Shares of non-vested restricted common stock and Performance DSUs give rise to potentially dilutive shares of common stock. During the three months ended March 31, 2021 and 2020 diluted earnings per share reflected the effect of approximately 940,000 and 30,000 of non-vested awards that were outstanding as of each period, respectively. Reportable Segments ASC 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of March 31, 2021 and December 31, 2020, the Company operated through two reportable business segments—real estate investments in data centers and healthcare. Segregation of the Company’s operations into two reportable segments is useful in assessing the performance of the Company’s business in the same way that management reviews performance and makes operating decisions. See Note 12—"Segment Reporting" for further discussion on the reportable segments of the Company. Derivative Instruments and Hedging Activities As required by ASC 815, Derivatives and Hedging , or ASC 815, the Company records all derivative instruments at fair value as assets and liabilities on its condensed consolidated balance sheets. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the income or loss is recognized in the condensed consolidated statements of comprehensive income (loss) during such period. In accordance with the fair value measurement guidance ASU 2011-04, Fair Value Measurement , the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The Company is exposed to variability in expected future cash flows that are attributable to interest rate changes in the normal course of business. The Company’s primary strategy in entering into derivative contracts is to add stability to future cash flows by managing its exposure to interest rate movements. The Company utilizes derivative instruments, including interest rate swaps, to effectively convert some of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. In accordance with ASC 815, the Company designates interest rate swap contracts as cash flow hedges of floating-rate borrowings. For derivative instruments that are designated and qualify as cash flow hedges, the gains or losses on the derivative instruments are reported as a component of other comprehensive income (loss) in the condensed consolidated statements of comprehensive income (loss) and are reclassified into earnings in the same line item associated with the forecasted transaction in the same period during which the hedged transactions affect earnings. See additional discussion in Note 14—"Derivative Instruments and Hedging Activities." Recently Adopted Accounting Pronouncements Leases—Rent Concessions The ongoing COVID-19 pandemic has forced the temporary closure, changes to the operating hours or other temporary changes to the business of certain tenants in healthcare and data center properties of the Company. As a result of the impact of the pandemic on their businesses, certain tenants sought rent concessions, including decreased rent and rent deferrals. To provide operational clarity, on April 8, 2020, the Financial Accounting Standards Board, or FASB, issued practical expedients to the lease modification guidance in ASC 842, Leases , in the context of COVID-19 for leases where the total lease cash flows will remain substantially the same or less than those after the COVID-19 related effects. Entities may choose to forgo the evaluation of the enforceable rights and obligations of the original lease agreements in accordance with ASC 842, Leases . An entity may elect to account for rent concessions either: • as if they are part of the enforceable rights and obligations of the parties under the existing lease contracts; or • as a lease modification. As a lessor, for leases impacted by COVID-19, the Company elected to account for any rent concessions as if they were part of the enforceable rights and obligations under the existing lease. During the three months ended March 31, 2021 and 2020, the Company did not enter into any rent concessions or lease modifications due to the impact of COVID-19 on its tenants. As a lessee, the Company did not elect the practical expedient and will apply the lease modification guidance in accordance with ASC 842, Leases , if changes to ground lease agreements occur. The Company had not modified any of its ground lease agreements as of March 31, 2021. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848), or ASU 2020-04 . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time through December 31, 2022, as reference rate reform activities occur. During the three months ended March 31, 2021, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact the guidance may have on its condensed consolidated financial statements and may apply other elections, as applicable, as additional changes in the market occur. Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company’s consolidated financial position or results of operations. Amounts related to expenses incurred in connection with the Internalization Transaction were previously classified in general and administrative expenses, for the three months ended March 31, 2020, but are now presented separately as Internalization Transaction expenses, in the condensed consolidated statements of comprehensive income (loss). |
Internalization Transaction
Internalization Transaction | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Internalization Transaction | Internalization Transaction Overview On July 28, 2020, the Company and the Operating Partnership entered into the Purchase Agreement, to effectively provide for the internalization of the Company’s external management functions. The Purchase Agreement was entered into with the Former Advisor, and various affiliates of the Former Advisor, or the Sellers, and Sila Realty Management Company, LLC, f/k/a CV Manager, LLC, a newly formed Delaware limited liability company, or Manager Sub. The Internalization Transaction closed on September 30, 2020. A special committee comprised entirely of independent and disinterested members of the Company's board of directors, negotiated the Internalization Transaction and, after consultation with its independent legal and financial advisors, determined that the Internalization Transaction was advisable, fair and reasonable to and in the Company’s best interests and on terms and conditions no less favorable to the Company than those available from unaffiliated third parties. The Company believes that the Internalization Transaction provides various benefits, including cost savings, continuity of management and further alignment of interests between management and its stockholders, as well as a potential benefit for ultimate liquidity given the preference for an internal management structure in traded equity REITs. Under the Purchase Agreement and related agreements, immediately prior to the closing of the Internalization Transaction, the Sellers assigned to Manager Sub all of the assets necessary to operate the business of the Company and its subsidiaries, or the Business, and delegated all obligations of the Sellers in connection with the Business to Manager Sub pursuant to an assignment and acceptance agreement. On September 30, 2020, or the Closing, under the Purchase Agreement, the Operating Partnership (i) acquired 100% of the membership interests in Manager Sub for an aggregate cash purchase price of $40,000,000, subject to certain adjustments, or the Purchase Price, and (ii) redeemed the Former Advisor’s limited partner interest (including special limited partner interest) in the Operating Partnership. The Purchase Price will be paid as follows, subject to certain acceleration provisions: (i) $25,000,000 was paid at the Closing, (ii) $7,500,000 was due and payable on March 31, 2021, and was paid on March 30, 2021, and (iii) $7,500,000 will be due and payable on March 31, 2022, and is recorded at fair value, net of amortization of discount in accounts payable and other liabilities in the accompanying condensed consolidated balance sheets. Allocation of Purchase Price The Internalization Transaction was accounted for as a business combination and the following table summarizes management’s allocation of the fair value of the Internalization Transaction (amounts in thousands): Total Goodwill $ 39,529 Right-of-use assets - operating lease 1,205 Total assets acquired 40,734 Operating lease liabilities (1,060) Deferred internalization transaction purchase price (14,674) Total liabilities acquired (15,734) Net assets allocated at acquisition $ 25,000 Pro Forma Financial Information (Unaudited) Assuming the Internalization Transaction had occurred on January 1, 2020, pro forma revenues and net income attributable to common stockholders would have been as follows for the periods presented below (amounts in thousands, except per share amounts): Three Months Ended 2021 2020 Pro forma basis: Revenues $ 67,895 $ 69,185 Net income attributable to common stockholders $ 2,980 $ 11,061 Net income per common share attributable to common stockholders: Basic $ 0.01 $ 0.05 Diluted $ 0.01 $ 0.05 The condensed pro forma financial statements for the three months ended March 31, 2021 and 2020 include pro forma adjustments related to the Internalization Transaction during 2020 and 2021. The pro forma information for the three months ended March 31, 2020, was adjusted to exclude approximately $494,000 of internalization transaction expenses. Internalization transaction expenses consist primarily of legal fees, as well as fees for other professional and financial advisors. The pro forma information may not be indicative of what actual results of operations would have been had the transaction occurred at the beginning of 2020, nor is it necessarily indicative of future operating results. |
Acquired Intangible Assets, Net
Acquired Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Acquired Intangible Assets, Net | Acquired Intangible Assets, Net Acquired intangible assets, net, consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands, except weighted average remaining life amounts): March 31, 2021 December 31, 2020 In-place leases, net of accumulated amortization of $93,618 and $86,728, respectively (with a weighted average remaining life of 9.6 years and 9.8 years, respectively) $ 222,922 $ 231,200 Above-market leases, net of accumulated amortization of $4,485 and $4,002, respectively (with a weighted average remaining life of 9.6 years and 9.9 years, respectively) 15,078 15,561 $ 238,000 $ 246,761 The aggregate weighted average remaining life of the acquired intangible assets was 9.6 years and 9.8 years as of March 31, 2021 and December 31, 2020, respectively. Amortization of the acquired intangible assets was $8,761,000 and $10,547,000 for the three months ended March 31, 2021 and 2020, respectively. Of the $8,761,000 recorded for the three months ended March 31, 2021, $1,120,000 was attributable to accelerated amortization due to the impairment of one in-place lease intangible asset. Of the $10,547,000 recorded for the three months ended March 31, 2020, $1,828,000 was attributable to accelerated amortization due to the impairment of one in-place lease intangible asset and one above-market lease intangible asset. Amortization of the in-place leases is included in depreciation and amortization and amortization of above-market leases is recorded as an adjustment to rental revenue in the accompanying condensed consolidated statements of comprehensive income (loss). |
Acquired Intangible Liabilities
Acquired Intangible Liabilities, Net | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Lease Liabilities, Net [Abstract] | |
Acquired Intangible Liabilities, Net | Acquired Intangible Liabilities, Net Acquired intangible liabilities, net, consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands, except weighted average remaining life amounts): March 31, 2021 December 31, 2020 Below-market leases, net of accumulated amortization of $15,020 and $13,924, respectively (with a weighted average remaining life of 15.9 years and 16.2 years, respectively) $ 51,464 $ 52,560 Amortization of the below-market leases was $1,096,000 and $1,386,000 for the three months ended March 31, 2021 and 2020, respectively. Amortization of below-market leases is recorded as an adjustment to rental revenue in the accompanying condensed consolidated statements of comprehensive income (loss). |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Lessor Rental Revenue The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants. Future rent to be received from the Company's investments in real estate assets under the terms of non-cancellable operating leases in effect as of March 31, 2021, including optional renewal periods, when applicable, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 168,896 2022 232,514 2023 236,067 2024 232,336 2025 223,252 Thereafter 1,441,648 Total (1) $ 2,534,713 (1) The total future rent amount of $2,534,713,000 includes approximately $16,313,000 in rent to be received in connection with one lease executed as of March 31, 2021, at one development property with an estimated lease commencement date of February 1, 2022. Lessee Operating Leases The Company has entered into various non-cancellable operating lease agreements for 17 ground leases and one office lease related to the Company’s principal executive office in Tampa, Florida, or the Corporate Lease. Of the 17 ground operating leases entered into, four do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The Company incurred operating lease costs associated with its ground operating leases of $642,000 for the three months ended March 31, 2021 and 2020, which are recorded as rental expenses in the condensed consolidated statements of comprehensive income (loss). The Company was reimbursed by tenants who sublease the ground leases $401,000 and $401,000 for the three months ended March 31, 2021 and 2020, respectively. The tenant reimbursements for ground leases are recorded as rental revenue in the condensed consolidated statements of comprehensive income (loss). The Company incurred operating lease costs associated with its Corporate Lease of $264,000 for the three months ended March 31, 2021, which are recorded as general and administrative expenses in the condensed consolidated statements of comprehensive income (loss). The Company did not incur any operating lease costs associated with its Corporate Lease for the three months ended March 31, 2020, because the lease was acquired on September 30, 2020, as a result of the Internalization Transaction. The future rent payments, discounted by the Company's incremental borrowing rates, under non-cancellable operating leases, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 1,850 2022 1,682 2023 1,638 2024 1,687 2025 1,688 Thereafter 135,031 Total undiscounted rental payments 143,576 Less imputed interest (111,678) Total operating lease liabilities $ 31,898 The Company's operating and finance leases do not provide an implicit interest rate. In order to calculate the present value of the remaining operating and finance lease payments, the Company used incremental borrowing rates, or IBRs, adjusted for a number of factors. The determination of an appropriate IBR involves multiple inputs and judgments. The Company determined its IBRs considering the general economic environment, the Company's credit rating and various financing and asset specific adjustments to ensure the IBRs are appropriate for the intended use of the underlying operating or finance lease. As of March 31, 2021, the IBRs ranged between 3.5% and 6.6%, with the weighted average IBR for the Company's operating leases of 5.7%. The weighted average remaining lease term for the Company's operating leases was 47.8 years and 48.1 years as of March 31, 2021 and December 31, 2020, respectively. Finance Leases The Company has one non-cancellable ground lease agreement classified as a finance lease, as defined in ASC 842, Leases . Ground lease expenses for finance lease payments are recognized as amortization expense of the ROU asset - finance lease and interest expense on the finance lease liability over the lease term. The Company recognized amortization expense of the ROU asset - finance lease of $5,000 for the three months ended March 31, 2021, and is recorded as depreciation and amortization in the condensed consolidated statements of comprehensive income (loss). The Company recognized interest on the finance lease liability of $38,000 for the three months ended March 31, 2021, and is recorded as interest and other expense, net, in the condensed consolidated statements of comprehensive income (loss). The Company did not incur any finance lease costs for the three months ended March 31, 2020, because the lease was acquired in September 2020, as a result of a real estate acquisition. The future rent payments, discounted by the Company's incremental borrowing rate, under the non-cancellable finance lease, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 110 2022 147 2023 147 2024 152 2025 154 Thereafter 7,111 Total undiscounted rental payments 7,821 Less imputed interest (4,977) Total finance lease liability $ 2,844 As of March 31, 2021, the Company's IBR for its finance lease was 5.3%. The remaining lease term for the Company's finance lease was 43.2 years and 43.4 years as of March 31, 2021 and December 31, 2020, respectively. |
Leases | Leases Lessor Rental Revenue The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants. Future rent to be received from the Company's investments in real estate assets under the terms of non-cancellable operating leases in effect as of March 31, 2021, including optional renewal periods, when applicable, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 168,896 2022 232,514 2023 236,067 2024 232,336 2025 223,252 Thereafter 1,441,648 Total (1) $ 2,534,713 (1) The total future rent amount of $2,534,713,000 includes approximately $16,313,000 in rent to be received in connection with one lease executed as of March 31, 2021, at one development property with an estimated lease commencement date of February 1, 2022. Lessee Operating Leases The Company has entered into various non-cancellable operating lease agreements for 17 ground leases and one office lease related to the Company’s principal executive office in Tampa, Florida, or the Corporate Lease. Of the 17 ground operating leases entered into, four do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The Company incurred operating lease costs associated with its ground operating leases of $642,000 for the three months ended March 31, 2021 and 2020, which are recorded as rental expenses in the condensed consolidated statements of comprehensive income (loss). The Company was reimbursed by tenants who sublease the ground leases $401,000 and $401,000 for the three months ended March 31, 2021 and 2020, respectively. The tenant reimbursements for ground leases are recorded as rental revenue in the condensed consolidated statements of comprehensive income (loss). The Company incurred operating lease costs associated with its Corporate Lease of $264,000 for the three months ended March 31, 2021, which are recorded as general and administrative expenses in the condensed consolidated statements of comprehensive income (loss). The Company did not incur any operating lease costs associated with its Corporate Lease for the three months ended March 31, 2020, because the lease was acquired on September 30, 2020, as a result of the Internalization Transaction. The future rent payments, discounted by the Company's incremental borrowing rates, under non-cancellable operating leases, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 1,850 2022 1,682 2023 1,638 2024 1,687 2025 1,688 Thereafter 135,031 Total undiscounted rental payments 143,576 Less imputed interest (111,678) Total operating lease liabilities $ 31,898 The Company's operating and finance leases do not provide an implicit interest rate. In order to calculate the present value of the remaining operating and finance lease payments, the Company used incremental borrowing rates, or IBRs, adjusted for a number of factors. The determination of an appropriate IBR involves multiple inputs and judgments. The Company determined its IBRs considering the general economic environment, the Company's credit rating and various financing and asset specific adjustments to ensure the IBRs are appropriate for the intended use of the underlying operating or finance lease. As of March 31, 2021, the IBRs ranged between 3.5% and 6.6%, with the weighted average IBR for the Company's operating leases of 5.7%. The weighted average remaining lease term for the Company's operating leases was 47.8 years and 48.1 years as of March 31, 2021 and December 31, 2020, respectively. Finance Leases The Company has one non-cancellable ground lease agreement classified as a finance lease, as defined in ASC 842, Leases . Ground lease expenses for finance lease payments are recognized as amortization expense of the ROU asset - finance lease and interest expense on the finance lease liability over the lease term. The Company recognized amortization expense of the ROU asset - finance lease of $5,000 for the three months ended March 31, 2021, and is recorded as depreciation and amortization in the condensed consolidated statements of comprehensive income (loss). The Company recognized interest on the finance lease liability of $38,000 for the three months ended March 31, 2021, and is recorded as interest and other expense, net, in the condensed consolidated statements of comprehensive income (loss). The Company did not incur any finance lease costs for the three months ended March 31, 2020, because the lease was acquired in September 2020, as a result of a real estate acquisition. The future rent payments, discounted by the Company's incremental borrowing rate, under the non-cancellable finance lease, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 110 2022 147 2023 147 2024 152 2025 154 Thereafter 7,111 Total undiscounted rental payments 7,821 Less imputed interest (4,977) Total finance lease liability $ 2,844 As of March 31, 2021, the Company's IBR for its finance lease was 5.3%. The remaining lease term for the Company's finance lease was 43.2 years and 43.4 years as of March 31, 2021 and December 31, 2020, respectively. |
Leases | Leases Lessor Rental Revenue The Company’s real estate properties are leased to tenants under operating leases with varying terms. Typically, the leases have provisions to extend the terms of the lease agreements. The Company retains substantially all of the risks and benefits of ownership of the real estate properties leased to tenants. Future rent to be received from the Company's investments in real estate assets under the terms of non-cancellable operating leases in effect as of March 31, 2021, including optional renewal periods, when applicable, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 168,896 2022 232,514 2023 236,067 2024 232,336 2025 223,252 Thereafter 1,441,648 Total (1) $ 2,534,713 (1) The total future rent amount of $2,534,713,000 includes approximately $16,313,000 in rent to be received in connection with one lease executed as of March 31, 2021, at one development property with an estimated lease commencement date of February 1, 2022. Lessee Operating Leases The Company has entered into various non-cancellable operating lease agreements for 17 ground leases and one office lease related to the Company’s principal executive office in Tampa, Florida, or the Corporate Lease. Of the 17 ground operating leases entered into, four do not have corresponding operating lease liabilities because the Company did not have future payment obligations at the acquisition of these leases. The Company incurred operating lease costs associated with its ground operating leases of $642,000 for the three months ended March 31, 2021 and 2020, which are recorded as rental expenses in the condensed consolidated statements of comprehensive income (loss). The Company was reimbursed by tenants who sublease the ground leases $401,000 and $401,000 for the three months ended March 31, 2021 and 2020, respectively. The tenant reimbursements for ground leases are recorded as rental revenue in the condensed consolidated statements of comprehensive income (loss). The Company incurred operating lease costs associated with its Corporate Lease of $264,000 for the three months ended March 31, 2021, which are recorded as general and administrative expenses in the condensed consolidated statements of comprehensive income (loss). The Company did not incur any operating lease costs associated with its Corporate Lease for the three months ended March 31, 2020, because the lease was acquired on September 30, 2020, as a result of the Internalization Transaction. The future rent payments, discounted by the Company's incremental borrowing rates, under non-cancellable operating leases, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 1,850 2022 1,682 2023 1,638 2024 1,687 2025 1,688 Thereafter 135,031 Total undiscounted rental payments 143,576 Less imputed interest (111,678) Total operating lease liabilities $ 31,898 The Company's operating and finance leases do not provide an implicit interest rate. In order to calculate the present value of the remaining operating and finance lease payments, the Company used incremental borrowing rates, or IBRs, adjusted for a number of factors. The determination of an appropriate IBR involves multiple inputs and judgments. The Company determined its IBRs considering the general economic environment, the Company's credit rating and various financing and asset specific adjustments to ensure the IBRs are appropriate for the intended use of the underlying operating or finance lease. As of March 31, 2021, the IBRs ranged between 3.5% and 6.6%, with the weighted average IBR for the Company's operating leases of 5.7%. The weighted average remaining lease term for the Company's operating leases was 47.8 years and 48.1 years as of March 31, 2021 and December 31, 2020, respectively. Finance Leases The Company has one non-cancellable ground lease agreement classified as a finance lease, as defined in ASC 842, Leases . Ground lease expenses for finance lease payments are recognized as amortization expense of the ROU asset - finance lease and interest expense on the finance lease liability over the lease term. The Company recognized amortization expense of the ROU asset - finance lease of $5,000 for the three months ended March 31, 2021, and is recorded as depreciation and amortization in the condensed consolidated statements of comprehensive income (loss). The Company recognized interest on the finance lease liability of $38,000 for the three months ended March 31, 2021, and is recorded as interest and other expense, net, in the condensed consolidated statements of comprehensive income (loss). The Company did not incur any finance lease costs for the three months ended March 31, 2020, because the lease was acquired in September 2020, as a result of a real estate acquisition. The future rent payments, discounted by the Company's incremental borrowing rate, under the non-cancellable finance lease, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 110 2022 147 2023 147 2024 152 2025 154 Thereafter 7,111 Total undiscounted rental payments 7,821 Less imputed interest (4,977) Total finance lease liability $ 2,844 As of March 31, 2021, the Company's IBR for its finance lease was 5.3%. The remaining lease term for the Company's finance lease was 43.2 years and 43.4 years as of March 31, 2021 and December 31, 2020, respectively. |
Notes Receivable, Net
Notes Receivable, Net | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Notes Receivable, Net | Notes Receivable, Net As of March 31, 2021, the Company had two notes receivable outstanding in the amount of $30,678,000 secured by real estate properties. The following summarizes the notes receivable balances as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Interest Rate (1) Maturity Date Note receivable $ 2,200 $ 2,700 6.0% 11/05/2021 Note receivable 28,478 28,562 7.0% 06/01/2022 Total notes receivable $ 30,678 $ 31,262 (1) As of March 31, 2021. In connection with the sale on May 28, 2020, of the San Antonio Healthcare Facility II, a wholly-owned subsidiary of the Company entered into a note receivable agreement in the principal amount of $28,000,000. The note receivable is secured by a first mortgage lien on San Antonio Healthcare Facility II and matures on June 1, 2022, or the Maturity Date. The interest rate of the note receivable is 7.0% per annum for the period commencing May 28, 2020 through May 31, 2021, and 8.0% per annum for the period commencing on June 1, 2021 through the Maturity Date. Monthly payments are interest only, with the outstanding principal due and payable on the Maturity Date; however, the outstanding principal and any unpaid accrued interest can be prepaid at any time without penalty or charge. In connection with the note receivable, the Company incurred a loan origination fee in the amount of $560,000, which is amortized ratably over the term of the note receivable. During the three months ended March 31, 2021, the Company amortized $68,000 related to the loan origination fee, which was recorded in interest and other expense, net, in the accompanying condensed consolidated statements of comprehensive income (loss). During the three months ended March 31, 2021, the Company recognized $490,000 of interest income on the note receivable, which was recorded in interest and other expense, net, in the accompanying condensed consolidated statements of comprehensive income (loss). As of March 31, 2021, the Company had an unamortized loan origination fee in the amount of $326,000, which was recorded in notes receivable, net, in the accompanying condensed consolidated balance sheets. In connection with a note receivable issued in the amount of $2,700,000, on November 5, 2020, the Company entered into an amended agreement with the borrower to, among other things, change the maturity date to November 5, 2021 (the maturity date was previously November 5, 2020), or earlier, as provided in the amended agreement. During the three months ended March 31, 2021, in accordance with the amended note receivable agreement, the borrower paid and the Company recognized, an amendment fee in the amount of $50,000 and paid down $500,000 in principal outstanding on the note receivable. The note receivable is secured by: (i) a payment guaranty from a parent company to the borrower of the note receivable, and (ii) the equity interest in a healthcare real estate property that the Company believes has sufficient value to cover the note receivable if the Company exercises its rights to take possession of the asset. Expected Credit Losses As of March 31, 2021, the Company had two notes receivable, one of which was determined to be a collateral dependent loan and the other the Company does not expect to incur a loss because it is secured by collateral that the Company believes has sufficient value to cover the note receivable in the event of a default by the borrower. The Company's evaluation considered factors such as the potential future value of the collateral, adjustments for current conditions and supportable forecasts for the collateral. As a result of the evaluation, the Company did not record any estimated credit losses for its notes receivable for the three months ended March 31, 2021, because the Company believes that the collateral for these loans was sufficient to cover its investment. |
Other Assets, Net
Other Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Other Assets, Net | Other Assets, Net Other assets, net, consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands): March 31, 2021 December 31, 2020 Deferred financing costs, related to the revolver portion of the credit facility, net of accumulated amortization of $7,221 and $6,902, respectively $ 1,318 $ 1,634 Leasing commissions, net of accumulated amortization of $1,025 and $811, respectively 11,841 11,421 Restricted cash 17,060 14,735 Tenant receivables 4,928 5,541 Straight-line rent receivable, net 74,313 69,687 Prepaid and other assets 4,839 5,443 Derivative assets 1,107 — $ 115,406 $ 108,461 |
Accounts Payable and Other Liab
Accounts Payable and Other Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Liabilities | Accounts Payable and Other Liabilities Accounts payable and other liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands): March 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 13,794 $ 14,033 Accrued interest expense 4,258 4,269 Accrued property taxes 3,595 2,511 Accrued personnel costs 935 1,202 Distribution and servicing fees 2,509 3,128 Distributions payable to stockholders 9,173 9,117 Performance DSUs distributions payable 22 — Tenant deposits 1,044 1,047 Deferred rental income 9,286 9,767 Deferred internalization transaction liability (1) 7,282 14,728 Derivative liabilities 15,759 20,444 $ 67,657 $ 80,246 (1) Represents the assumed liability recorded at fair value, net of amortization of discount, as a part of the Internalization Transaction of which $7,500,000 was due and payable on March 31, 2021, and was paid on March 30, 2021. See Note 3—"Internalization Transaction" for additional information. |
Notes Payable and Credit Facili
Notes Payable and Credit Facility | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable and Credit Facility | Notes Payable and Credit Facility The Company's debt outstanding as of March 31, 2021 and December 31, 2020, consisted of the following (amounts in thousands): March 31, 2021 December 31, 2020 Notes payable: Fixed rate notes payable $ 218,108 $ 218,415 Variable rate notes payable fixed through interest rate swaps 234,190 235,007 Total notes payable, principal amount outstanding 452,298 453,422 Unamortized deferred financing costs related to notes payable (1,579) (1,805) Total notes payable, net of deferred financing costs $ 450,719 $ 451,617 Credit facility: Variable rate revolving line of credit $ 138,000 $ 138,000 Variable rate term loans fixed through interest rate swaps 400,000 400,000 Variable rate term loans 400,000 400,000 Total credit facility, principal amount outstanding 938,000 938,000 Unamortized deferred financing costs related to the term loan credit facility (5,454) (5,900) Total credit facility, net of deferred financing costs 932,546 932,100 Total debt outstanding $ 1,383,265 $ 1,383,717 On April 19, 2021, the Company drew $15,000,000 on its credit facility related to a property acquisition. See Note 17—"Subsequent Events" for additional information. The principal payments due on the notes payable and credit facility, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 (1) $ 144,902 2022 (2) 304,209 2023 282,710 2024 547,360 2025 2,195 Thereafter 108,922 $ 1,390,298 (1) The principal payments due on the notes payable and credit facility for the nine months ending December 31, 2021, represent $144,902,000 related to principal payments due on four notes payable. The Company has adequate liquidity and availability under the credit facility to satisfy its outstanding debt obligations as they become due. (2) Of this amount, $138,000,000 relates to the revolving line of credit under the credit facility, which matures on April 27, 2022, subject to the Company's right for one, 12-month extension period. |
Related-Party Transactions and
Related-Party Transactions and Arrangements | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions and Arrangements | Related-Party Transactions and Arrangements Prior to the closing of the Internalization Transaction, the Company had no direct employees. Substantially all of the Company's business was managed by the Former Advisor. The employees of the Former Advisor and its affiliates provided services to the Company related to acquisitions, property management, asset management, accounting, investor relations and all other administrative services. Upon completion of the Internalization, the employees of an affiliate of the Former Advisor became employees of the Company and the functions previously performed by the Former Advisor were internalized by the Company. As an internally managed company, the Company no longer pays the Former Advisor and its affiliates any fees or expense reimbursements arising from the advisory agreement. Additionally, the Company concluded that there were no preexisting relationships between the Former Advisor and the Company that had to be settled and accounted for as separate transactions from the Internalization Transaction. Special Limited Partner Interest of Advisor Prior to the closing of the Internalization Transaction, the Former Advisor, as the special limited partner of the Operating Partnership, was entitled to: (i) certain cash distributions upon the disposition of certain of the Operating Partnership’s assets; or (ii) a one-time payment in the form of cash, shares or promissory note or a combination of the forms of payment in connection with the redemption of the special limited partnership interests upon the occurrence of a listing of the Company’s shares of common stock on a national stock exchange or certain events that result in the termination or non-renewal of the advisory agreement. The Former Advisor would only become entitled to the compensation after stockholders have, in the aggregate, cumulative distributions equal to their invested capital plus an 8.0% cumulative, non-compounded annual return on such invested capital. The Former Advisor's special limited partnership interest in the Operating Partnership was redeemed and cancelled at the closing of the Internalization Transaction and the Former Advisor did not receive any compensation as a special limited partner of the Operating Partnership. Distribution and Servicing Fees Through the termination of the Offering on November 27, 2018, the Company paid SC Distributors, LLC, an affiliate of the Former Advisor that served as the dealer manager of the Offerings, or the Dealer Manager, selling commissions and dealer manager fees in connection with the sale of shares of certain classes of common stock. The Company continues to pay the Dealer Manager a distribution and servicing fee with respect to its Class T and Class T2 shares of common stock that were sold in the Initial Offering (primary Offering only) and the Offering. Distribution and servicing fees are recorded in the accompanying condensed consolidated statements of stockholders' equity as a reduction to equity as incurred. Effective September 30, 2020, as a result of the Internalization Transaction, the Dealer Manager is no longer a related party of the Company. Acquisition Fees and Expenses Prior to entering into the Purchase Agreement for the Internalization Transaction on July 28, 2020, the Company paid to the Former Advisor 2.0% of the contract purchase price of each property or asset acquired and 2.0% of the amount advanced with respect to loans and similar assets (including without limitation mezzanine loans). Prior to the closing of the Internalization Transaction, the Company reimbursed the Former Advisor for acquisition expenses incurred in connection with the selection and acquisition of properties or real estate-related investments (including expenses relating to potential investments that the Company did not close), such as legal fees and expenses, costs of real estate due diligence, appraisals, non-refundable option payments on properties not acquired, travel and communications expenses, accounting fees and expenses and title insurance premiums, whether or not the property was acquired. The Company reimbursed the Former Advisor expenses of approximately 0.01% of the aggregate purchase price of all properties acquired. Acquisition fees and expenses associated with the acquisition of properties determined to be business combinations are expensed as incurred, including investment transactions that are no longer under consideration. Acquisition fees and expenses associated with transactions determined to be asset acquisitions are capitalized in total real estate, net, in the accompanying condensed consolidated balance sheets. Asset Management Fees Prior to the closing of the Internalization Transaction, the Company paid to the Former Advisor an asset management fee calculated on a monthly basis in an amount equal to 1/12th of 0.75% of aggregate asset value, which was payable monthly, in arrears. Operating Expense Reimbursement Prior to the closing of the Internalization Transaction, the Company reimbursed the Former Advisor for all operating expenses it paid or incurred in connection with the services provided to the Company, subject to certain limitations. Expenses in excess of the operating expenses in the four immediately preceding quarters that exceeded the greater of: (a) 2% of average invested assets or (b) 25% of net income, subject to certain adjustments, were not reimbursed unless the independent directors determined such excess expenses were justified. The Company did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received an acquisition fee or a disposition fee. Historically, operating expenses incurred on the Company’s behalf were recorded in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income (loss). Property Management Fees In connection with the rental, leasing, operation and management of the Company’s properties, prior to the closing of the Internalization Transaction, the Company paid Carter Validus Real Estate Management Services II, LLC, a wholly-owned subsidiary of the Former Sponsor, or the Former Property Manager, and its affiliates, aggregate fees equal to 3.0% of gross revenues from the properties managed, or property management fees. The Company reimbursed the Former Property Manager and its affiliates for property-level expenses that were paid or incurred on the Company’s behalf, including certain salaries, bonuses and benefits of persons employed by the Former Property Manager and its affiliates, except for the salaries, bonuses and benefits of persons who also served as one of its executive officers. For certain properties the Former Property Manager and its affiliates subcontracted the performance of their duties to third parties and paid all or a portion of the property management fee to the third parties with whom they contracted for those services. When the Company contracted directly with third parties for such services, it paid such third parties customary market fees and paid the Former Property Manager an oversight fee equal to 1.0% of the gross revenues of the properties managed. In no event did the Company pay the Former Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property. Historically, property management fees were recorded in rental expenses in the accompanying condensed consolidated statements of comprehensive income (loss). Leasing Commission Fees Prior to the closing of the Internalization Transaction, the Company paid the Former Property Manager a separate fee in connection with leasing properties to new tenants or renewals or expansions of existing leases with existing tenants in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Historically, leasing commission fees were capitalized in other assets, net, in the accompanying condensed consolidated balance sheets and amortized over the terms of the related leases. Construction Management Fees Prior to the closing of the Internalization Transaction, for acting as general contractor and/or construction manager to supervise or coordinate projects or to provide major repairs or rehabilitation on the Company's properties, the Company paid the Former Property Manager up to 5.0% of the cost of the projects, repairs and/or rehabilitation, as applicable, or construction management fees. Historically, construction management fees were capitalized in real estate, net, in the accompanying condensed consolidated balance sheets. Disposition Fees Prior to the closing of the Internalization Transaction, the Company paid its Former Advisor, or its affiliates, if the Former Advisor or its affiliates provided a substantial amount of services (as determined by a majority of the Company’s independent directors) in connection with the sale of properties, a disposition fee, equal to the lesser of 1.0% of the contract sales price or one-half of the total brokerage commission paid if a third party broker was also involved, without exceeding the lesser of 6.0% of the contract sales price or a reasonable, customary and competitive real estate commission. The following table details amounts incurred in connection with the Company's related-party transactions as described above for the three months ended March 31, 2021 and 2020 (amounts in thousands): Incurred Three Months Ended Fee Entity 2021 2020 Distribution and servicing fees (1) SC Distributors, LLC $ — $ (33) Acquisition fees and costs Carter Validus Advisors II, LLC and its affiliates — 97 Asset management fees Carter Validus Advisors II, LLC and its affiliates — 5,956 Operating expense reimbursement Carter Validus Advisors II, LLC and its affiliates — 1,278 Property management fees Carter Validus Real Estate Management Services II, LLC — 1,796 Leasing commission fees Carter Validus Real Estate Management Services II, LLC — 239 Construction management fees Carter Validus Real Estate Management Services II, LLC — 176 Total $ — $ 9,509 (1) Effective September 30, 2020, as a result of the Internalization Transaction, the Dealer Manager is no longer a related party of the Company. Refer to Note 9—"Accounts Payable and Other Liabilities" for the outstanding balance on distribution and servicing fees owed by the Company to the Dealer Manager. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Management reviews the performance of individual properties and aggregates individual properties based on operating criteria into two reportable segments—commercial real estate investments in data centers and healthcare, and makes operating decisions based on these two reportable segments. The Company’s commercial real estate investments in data centers and healthcare are based on certain underwriting assumptions and operating criteria, which are different for data centers and healthcare. The Company evaluates performance based on the net operating income of the individual properties in each segment. Net operating income, a non-GAAP financial measure, is defined as rental revenue, less rental expenses, w h ich excludes depreciation and amortization, general and administrative expenses, internalization transaction expenses, asset management fees, impairment loss on real estate, impairment loss on goodwill and interest and other expense, net. The Company believes that segment net operating income serves as a useful supplement to net income because it allows investors and management to measure unlevered property-level operating results and to compare operating results to the operating results of other real estate companies between periods on a consistent basis. Segment net operating income should not be considered as an alternative to net income determined in accordance with GAAP as an indicator of financial performance, and accordingly, the Company believes that in order to facilitate a clear understanding of the consolidated historical operating results, segment net operating income should be examined in conjunction with net income as presented in the accompanying condensed consolidated financial statements and data included elsewhere in this Quarterly Report on Form 10-Q. Non-segment assets primarily consist of corporate assets, including cash and cash equivalents, notes receivable, right-of-use assets - operating leases attributable to the Corporate Lease and deferred financing costs attributable to the revolving line of credit portion of the Company's credit facility not attributable to individual properties. On September 30, 2020, the Company recorded $39,529,000 of goodwill related to the Internalization Transaction that was allocated to separately identified reporting units. The Company's reporting units represent each individual operating real estate property and meet aggregation criteria to be grouped into two reportable segments- data centers and healthcare. During the three months ended March 31, 2021, the Company recorded impairment loss on goodwill related to one healthcare property in the amount of $240,000. See Note 2—“Summary of Significant Accounting Policies—Impairment of Goodwill." Summary information for the reportable segments during the three months ended March 31, 2021 and 2020 is as follows (amounts in thousands): Data Centers Healthcare Three Months Ended March 31, 2021 Revenue: Rental revenue $ 25,473 $ 42,422 $ 67,895 Expenses: Rental expenses (6,416) (3,214) (9,630) Segment net operating income $ 19,057 $ 39,208 58,265 Expenses: General and administrative expenses (6,623) Depreciation and amortization (25,967) Impairment loss on real estate - healthcare (10,423) Impairment loss on goodwill - healthcare (240) Income from operations 15,012 Interest and other expense, net (12,130) Net income attributable to common stockholders $ 2,882 Data Centers Healthcare Three Months Ended Revenue: Rental revenue $ 27,759 $ 41,426 $ 69,185 Expenses: Rental expenses (7,149) (4,339) (11,488) Segment net operating income $ 20,610 $ 37,087 57,697 Expenses: General and administrative expenses (3,194) Internalization transaction expenses (494) Asset management fees (5,956) Depreciation and amortization (27,065) Income from operations 20,988 Interest and other expense, net (15,319) Net income attributable to common stockholders $ 5,669 There were no intersegment sales or transfers during the three months ended March 31, 2021 and 2020. Assets by each reportable segment as of March 31, 2021 and December 31, 2020 are as follows (amounts in thousands): March 31, 2021 December 31, 2020 Assets by segment: Data centers (1) $ 974,752 $ 979,222 Healthcare (2) 2,127,541 2,147,389 All other 77,005 78,678 Total assets $ 3,179,298 $ 3,205,289 (1) Includes $15,574,000 of goodwill allocated to the data centers segment. (2) Includes $23,715,000 and $23,955,000 of goodwill allocated to the healthcare segment as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company recorded impairment loss on goodwill related to one healthcare property in the amount of $240,000. See Note 2—“Summary of Significant Accounting Policies—Impairment of Goodwill." Capital additions and acquisitions by reportable segments for the three months ended March 31, 2021 and 2020 are as follows (amounts in thousands): Three Months Ended 2021 2020 Capital additions by segment: Data centers $ 1,010 $ 2,018 Healthcare 6,057 3,423 Total 7,067 5,441 Acquisitions by segment: Healthcare — 5,024 Total — 5,024 Net cash outflows from capital additions and acquisitions $ 7,067 $ 10,465 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Notes payable—Fixed Rate —The estimated fair value of notes payable — fixed rate measured using observable inputs from similar liabilities (Level 2) was approximately $224,850,000 and $229,999,000 as of March 31, 2021 and December 31, 2020, respectively, as compared to the outstanding principal of $218,108,000 and $218,415,000 as of March 31, 2021 and December 31, 2020, respectively. The estimated fair value of notes payable — variable rate fixed through interest rate swap agreements (Level 2) was approximately $233,754,000 and $234,554,000 as of March 31, 2021 and December 31, 2020, respectively, as compared to the outstanding principal of $234,190,000 and $235,007,000 as of March 31, 2021 and December 31, 2020, respectively. Credit facility — Variable Rate —The estimated fair value of the credit facility—variable rate (Level 2) was approximately $533,347,000 and $536,329,000 as of March 31, 2021 and December 31, 2020, respectively, as compared to the outstanding principal of $538,000,000 and $538,000,000 as of March 31, 2021 and December 31, 2020, respectively. Credit facility — Fixed Rate —The estimated fair value of the credit facility—variable rate fixed through interest rate swap agreements (Level 2) was approximately $395,948,000 and $398,563,000 as of March 31, 2021 and December 31, 2020, respectively, as compared to the outstanding principal of $400,000,000 and $400,000,000 as of March 31, 2021 and December 31, 2020, respectively. The fair value of the Company's debt is estimated based on the interest rates currently offered to the Company by its respective financial institution. Notes receivable —The outstanding principal balance of the notes receivable in the amount of $30,200,000 and $30,700,000 approximated the fair value as of March 31, 2021 and December 31, 2020, respectively. The fair value was determined through the evaluation of credit quality indicators such as underlying collateral and payment history and measured using significant other observable inputs (Level 2), which requires certain judgments to be made by management. Derivative instruments —Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented herein are not necessarily indicative of the amount the Company could realize, or be liable for, on disposition of the financial instruments. The Company determined that the majority of the inputs used to value its interest rate swaps fall within Level 2 of the fair value hierarchy. The credit valuation adjustments associated with these instruments utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and the respective counterparty. However, as of March 31, 2021, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy. See Note 14—"Derivative Instruments and Hedging Activities" for further discussion of the Company's derivative instruments. The following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (amounts in thousands): March 31, 2021 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Assets: Derivative assets $ — $ 1,107 $ — $ 1,107 Total assets at fair value $ — $ 1,107 $ — $ 1,107 Liabilities: Derivative liabilities $ — $ 15,759 $ — $ 15,759 Total liabilities at fair value $ — $ 15,759 $ — $ 15,759 December 31, 2020 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Liabilities: Derivative liabilities $ — $ 20,444 $ — $ 20,444 Total liabilities at fair value $ — $ 20,444 $ — $ 20,444 Real estate assets —As discussed in Note 2—"Summary of Significant Accounting Policies," during the three months ended March 31, 2021, real estate assets related to one healthcare property were determined to be impaired. A tenant of the property, which was experiencing financial difficulty, vacated its space on June 19, 2020. During the fourth quarter of 2020, the Company entered into lease negotiations with a prospective tenant for the same property, but the Company did not reach a mutual agreement. As such, the Company evaluated other strategic options for the property, including a possible sale, and in April 2021 the Company received a letter of intent from a prospective buyer. The inclusion of a potential sale scenario in the Company’s step one impairment analysis resulted in the expected future cash flows from the property to fall below its current carrying value. As a result, the carrying value of the property was reduced to its estimated fair value of $17,145,000, resulting in an impairment charge of $10,423,000, which is included in impairment loss on real estate in the condensed consolidated statements of comprehensive income (loss). The fair values of the Company's impaired real estate assets were estimated using significant other observable inputs based on market activity. The Company used a market valuation approach, using comparable sales to estimate the fair value. Based upon these inputs, the Company determined that its valuation of the properties using a market approach model is classified within Level 2 of the fair value hierarchy. During the three months ended March 31, 2020, no impairment losses were recorded on real estate assets. The following table shows the fair value of the Company's real estate assets measured at fair value on a non-recurring basis as of March 31, 2021 (amounts in thousands): March 31, 2021 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Re-Measured Balance Total Losses Real estate assets $ — $ 17,145 $ — $ 17,145 $ 10,423 Goodwill —As discussed in Note 2—"Summary of Significant Accounting Policies," during the three months ended March 31, 2021, the Company recorded $240,000 of goodwill impairment. Impairment loss on goodwill represented the carrying value of the reporting unit, including goodwill, that exceeded its fair value, limited to the total amount of goodwill allocated to that reporting unit and was recorded in impairment loss on goodwill in the condensed consolidated statements of comprehensive income (loss). Fair value of the reporting unit was determined based on a market valuation approach, using comparable sales. The Company determined that its valuation using a market approach model is classified within Level 2 of the fair value hierarchy. As of March 31, 2021, the Company did not have any goodwill associated with this healthcare reporting unit. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreements without exchange of the underlying notional amount. Changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in accumulated other comprehensive loss in the accompanying condensed consolidated statements of stockholders' equity and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest and other expense, net, as interest payments are made on the Company’s variable rate debt. During the next twelve months, the Company estimates that an additional $9,065,000 will be reclassified from accumulated other comprehensive loss as an increase to interest and other expense, net. See Note 13—"Fair Value" for further discussion of the fair value of the Company’s derivative instruments. The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands): Derivatives Balance Effective Maturity March 31, 2021 December 31, 2020 Outstanding Fair Value of Outstanding Fair Value of Asset (Liability) (Liability) Interest rate swaps Other assets, net/ 11/01/2016 to 10/28/2021 to $ 634,190 $ 1,107 $ (15,759) $ 635,007 $ (20,444) The notional amount under the agreements is an indication of the extent of the Company’s involvement in each instrument at the time, but does not represent exposure to credit, interest rate or market risks. Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company designated the interest rate swaps as cash flow hedges to hedge the variability of the anticipated cash flows on its variable rate credit facility and notes payable. The change in fair value of the derivative instruments that are designated as hedges are recorded in other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). The table below summarizes the amount of income (loss) recognized on the interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2021 and 2020 (amounts in thousands): Derivatives in Cash Flow Amount of Income (Loss) Recognized Location of Income (Loss) Amount of Loss Total Amount of Interest and Other Expense, Net Presented in Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2021 Interest rate swaps $ 3,390 Interest and other expense, net $ (2,402) $ 12,130 Total $ 3,390 $ (2,402) Three Months Ended March 31, 2020 Interest rate swaps $ (20,593) Interest and other expense, net $ (259) $ 15,319 Total $ (20,593) $ (259) Credit Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision where if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. The Company records credit risk valuation adjustments on its interest rate swaps based on the respective credit quality of the Company and the counterparty. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. As of March 31, 2021, the fair value of derivatives in a net liability position was $16,480,000, inclusive of accrued interest but excluding any adjustment for nonperformance risk related to the agreement. As of March 31, 2021, there were no termination events or events of default related to the interest rate swaps. Tabular Disclosure Offsetting Derivatives The Company has elected not to offset derivative positions in its condensed consolidated financial statements. The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of March 31, 2021 and December 31, 2020 (amounts in thousands): Offsetting of Derivative Assets Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2021 $ 1,107 $ — $ 1,107 $ (475) $ — $ 632 Offsetting of Derivative Liabilities Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2021 $ 15,759 $ — $ 15,759 $ (475) $ — $ 15,284 December 31, 2020 $ 20,444 $ — $ 20,444 $ — $ — $ 20,444 The Company reports derivative assets and derivative liabilities in the accompanying condensed consolidated balance sheets as other assets, net, and accounts payable and other liabilities, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The following table presents a rollforward of amounts recognized in accumulated other comprehensive loss by component for the three months ended March 31, 2021 and 2020 (amounts in thousands): Unrealized Income on Derivative Balance as of December 31, 2020 $ (20,444) Other comprehensive income before reclassification 3,390 Amount of loss reclassified from accumulated other comprehensive loss to net income 2,402 Other comprehensive income 5,792 Balance as of March 31, 2021 $ (14,652) Unrealized Loss on Derivative Balance as of December 31, 2019 $ (4,704) Other comprehensive loss before reclassification (20,593) Amount of loss reclassified from accumulated other comprehensive loss to net income 259 Other comprehensive loss (20,334) Balance as of March 31, 2020 $ (25,038) The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2021 and 2020 (amounts in thousands): Details about Accumulated Other Amounts Reclassified from Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income (Loss) Three Months Ended 2021 2020 Interest rate swap contracts $ 2,402 $ 259 Interest and other expense, net |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company may become subject to litigation or claims. As of March 31, 2021, there were, and currently there are, no material pending legal proceedings to which the Company is a party. While the resolution of a lawsuit or proceeding may have an impact to the Company's financial results for the period in which it is resolved, the Company believes that the final resolution of the lawsuits or proceedings in which it is currently involved, either individually or in the aggregate, will not have a material adverse effect on its financial position, results of operations or liquidity. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Distributions Paid to Stockholders The following table summarizes the Company's distributions paid to stockholders on April 1, 2021, for the period from March 1, 2020 through March 31, 2021 (amounts in thousands): Payment Date Common Stock Cash DRIP Total Distribution April 1, 2021 Class A $ 5,556 $ 1,562 $ 7,118 April 1, 2021 Class I 333 211 544 April 1, 2021 Class T 724 668 1,392 April 1, 2021 Class T2 56 63 119 $ 6,669 $ 2,504 $ 9,173 The following table summarizes the Company's distributions paid to stockholders on May 3, 2021, for the period from April 1, 2021 through April 30, 2021 (amounts in thousands): Payment Date Common Stock Cash DRIP Total Distribution May 3, 2021 Class A $ 5,372 $ 1,524 $ 6,896 May 3, 2021 Class I 322 205 527 May 3, 2021 Class T 700 650 1,350 May 3, 2021 Class T2 55 61 116 $ 6,449 $ 2,440 $ 8,889 Distributions Authorized The following tables summarize the daily distributions approved and authorized by the board of directors of the Company subsequent to March 31, 2021: Authorization Date (1) Common Stock Daily Distribution Rate (1) Annualized Distribution Per Share April 23, 2021 Class A $ 0.001369863 $ 0.50 April 23, 2021 Class I $ 0.001369863 $ 0.50 April 23, 2021 Class T $ 0.001131781 $ 0.41 April 23, 2021 Class T2 $ 0.001131781 $ 0.41 Authorization Date (2) Common Stock Daily Distribution Rate (2) Annualized Distribution Per Share May 6, 2021 Class A $ 0.001369863 $ 0.50 May 6, 2021 Class I $ 0.001369863 $ 0.50 May 6, 2021 Class T $ 0.001131781 $ 0.41 May 6, 2021 Class T2 $ 0.001131781 $ 0.41 (1) Distributions approved and authorized to stockholders of record as of the close of business on each day of the period commencing on May 1, 2021 and ending on May 31, 2021. The distributions will be calculated based on 365 days in the calendar year. The distributions declared for each record date in May 2021 will be paid in June 2021. The distributions will be payable to stockholders from legally available funds therefor. (2) Distributions approved and authorized to stockholders of record as of the close of business on each day of the period commencing on June 1, 2021 and ending on June 30, 2021. The distributions will be calculated based on 365 days in the calendar year. The distributions declared for each record date in June 2021 will be paid in July 2021. The distributions will be payable to stockholders from legally available funds therefor. Acquisition The following table summarizes the property acquired subsequent to March 31, 2021 and through May 13, 2021: Property Date Acquired Purchase Price (2) Ownership Greenwood Healthcare Facility (1) 04/19/2021 $ 25,000,000 100% (1) The property is leased to one tenant. (2) The Company drew $15,000,000 on its credit facility to fund the acquisition. Settlement Agreement On April 22, 2021, the Company entered into a settlement agreement with a data center property tenant that was experiencing financial difficulty due to deteriorating economic conditions driven by the impact of the COVID-19 pandemic and the pandemic’s acceleration of the tenant’s modification of work strategy to a remote environment and stopped paying rent in October 2020. Pursuant to the settlement agreement, the lease was terminated, effective immediately. The tenant will surrender the space on or before June 20, 2021. Additionally, in connection with the lease termination, the tenant agreed to pay the Company a $7,000,000 termination fee, which the Company received on April 23, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, and all wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements and accompanying notes in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Restricted Cash | Restricted CashRestricted cash consists of restricted cash held in escrow and restricted bank deposits. Restricted cash held in escrow includes cash held by lenders in escrow accounts for tenant and capital improvements, taxes, repairs and maintenance and other lender reserves for certain properties, in accordance with the respective lender’s loan agreement. Restricted bank deposits consist of tenant receipts for certain properties which are required to be deposited into lender-controlled accounts in accordance with the respective lender's loan agreement. Restricted cash held in escrow and restricted bank deposits are reported in other assets, net, in the accompanying condensed consolidated balance sheets. See Note 8—"Other Assets, Net." |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows and their eventual disposition. If, based on this analysis, the Company does not believe that it will be able to recover the carrying value of the asset group, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the asset group. When developing estimates of expected future cash flows, the Company makes certain assumptions regarding future market rental rates subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, probability weighting of the potential re-lease of the property versus sales scenarios, sale prices of comparable properties, required tenant improvements and the number of years the property will be held for investment. The use of alternative assumptions in the future cash flow analysis could result in a different determination of the property’s future cash flows and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate assets. In addition, the Company estimates the fair value of the assets by applying a market approach using comparable sales for certain properties. The use of alternative assumptions in the market approach analysis could result in a different determination of the property’s estimated fair value and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the real estate assets. Impairment of Real Estate During the three months ended March 31, 2021, real estate assets related to one healthcare property were determined to be impaired. A tenant of the property, which was experiencing financial difficulty, vacated its space on June 19, 2020. During the fourth quarter of 2020, the Company entered into lease negotiations with a prospective tenant for the same property, but the Company did not reach a mutual agreement. As such, the Company evaluated other strategic options for the property, including a possible sale, and in April 2021 the Company received a letter of intent from a prospective buyer. The inclusion of a potential sale scenario in the Company’s step one impairment analysis resulted in the expected future cash flows from the property to fall below its current carrying value. As a result, the carrying value of the property was reduced to its estimated fair value of $17,145,000, resulting in an impairment charge of $10,423,000, which is included in impairment loss on real estate in the condensed consolidated statements of comprehensive income (loss). During the three months ended March 31, 2020, no impairment losses were recorded on real estate assets. See Note 13—"Fair Value" for further discussion. Impairment of Acquired Intangible Assets and Acquired Intangible Liabilities During the three months ended March 31, 2021, the Company recognized an impairment of one in-place lease intangible asset in the amount of approximately $1,120,000, by accelerating the amortization of the acquired intangible asset related to one healthcare tenant of the Company that was experiencing financial difficulties and vacated the property in March 2021. On April 5, 2021, the Company terminated its lease agreement with the tenant and the tenant paid a lease termination fee of $400,000. During the three months ended March 31, 2020, the Company recognized impairments of one in-place lease intangible asset in the amount of approximately $1,484,000 and one above-market lease intangible asset in the amount of approximately $344,000, by accelerating the amortization of the acquired intangible assets related to the previously mentioned healthcare tenant of the Company that was experiencing financial difficulties and vacated the property on June 19, 2020. Impairment of Goodwill Goodwill represents the excess of the amount paid over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is allocated to an entity's reporting units. Goodwill has an indefinite life and is not amortized. On September 30, 2020, the Company recorded $39,529,000 of goodwill related to the Internalization Transaction. See Note 3—"Internalization Transaction" for details. The Company evaluates goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. Unless circumstances otherwise dictate, the annual impairment test is performed as of the last day of each year. The Company evaluates potential triggering events that may affect the estimated fair value of the Company’s reporting units to assess whether any goodwill impairment exists. Deteriorating or adverse market conditions for certain reporting units may have a significant impact on the estimated fair value of these reporting units and could result in future impairments of goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, then an impairment charge is recorded in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The Company has the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. Under a qualitative assessment, the impairment analysis for goodwill represents an evaluation of whether it is more-likely-than-not the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative analysis indicates that it is more-likely-than-not that the estimated carrying value of a reporting unit, including goodwill, exceeds its fair value, the Company performs the quantitative analysis as described below. |
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts | Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts The Company recognizes non-rental related revenue in accordance with Accounting Standards Codification ASC 606, Revenue from Contracts with Customers, or ASC 606. The Company has identified its revenue streams as rental income from leasing arrangements and tenant reimbursements, which are outside the scope of ASC 606. The core principle of ASC 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Non-rental revenue, subject to ASC 606, is immaterial to the Company's condensed consolidated financial statements. The majority of the Company's revenue is derived from rental revenue, which is accounted for in accordance with ASC 842, Leases , or ASC 842. In accordance with ASC 842, rental revenue is recognized on a straight-line basis over the term of the related lease (including rent holidays). For lease arrangements when it is not probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease, rental revenue is limited to the lesser of the rental revenue that would be recognized on a straight-line basis or the lease payments that have been collected from the lessee. Differences between rental revenue recognized and amounts contractually due under the lease agreements are credited or charged to straight-line rent receivable or straight-line rent liability, as applicable. Tenant reimbursements, which are comprised of additional amounts recoverable from tenants for common area maintenance expenses and certain other recoverable expenses, are recognized when the services are provided and the performance obligations are satisfied. During the three months ended March 31, 2021 and 2020, the Company wrote off $216,000 and $4,000, respectively, as a reduction in rental revenue in the accompanying condensed consolidated statements of comprehensive income (loss) because the amounts were determined to be uncollectible. |
Notes Receivable | Notes Receivable Notes receivable are recorded at their outstanding principal balance, net of any unearned income, unamortized deferred fees and costs and allowances for loan losses. The Company defers notes receivable origination costs and fees and amortizes them as an adjustment of yield over the term of the related note receivable. Amortization of the notes receivable origination costs and fees are recorded in interest and other expense, net, in the accompanying condensed consolidated statements of comprehensive income (loss). The Company evaluates the collectability of both interest and principal on each note receivable to determine whether it is collectible, primarily through the evaluation of credit quality indicators, such as the tenant's financial condition, collateral, evaluations of historical loss experience, current economic conditions and other relevant factors, including contractual terms of repayments. Evaluating a note receivable for potential impairment requires management to exercise judgment. The use of alternative assumptions in evaluating a note receivable could result in a different determination of the note's estimated fair value and a different conclusion regarding the existence of an impairment, the extent of such loss, if any, as well as the carrying value of the note receivable. |
Concentration of Credit Risk and Significant Leases | Concentration of Credit Risk and Significant Leases As of March 31, 2021, the Company had cash on deposit, including restricted cash, in certain financial institutions that had deposits in excess of current federally insured levels. The Company limits its cash investments to financial institutions with high credit standings; therefore, the Company believes it is not exposed to any significant credit risk on its cash deposits. To date, the Company has not experienced a loss or lack of access to cash in its accounts. As of March 31, 2021, the Company owned real estate investments in two micropolitan statistical areas and 68 metropolitan statistical areas, or MSAs, one MSA of which accounted for 10.0% or more of rental revenue. Real estate investments located in the Houston-The Woodlands-Sugar Land, Texas MSA accounted for 10.7% of rental revenue for the three months ended March 31, 2021. |
Share Repurchase Program | Share Repurchase Program The Company’s share repurchase program, or SRP, allowed for repurchases of shares of the Company’s common stock upon meeting certain criteria. The SRP provided that all repurchases during any calendar year, including those redeemable upon death or a "Qualifying Disability" as defined in the Company's SRP of a stockholder, be limited to those that can be funded with equivalent proceeds raised from the DRIP during the prior calendar year and other operating funds, if any, as the board of directors, in its sole discretion, may reserve for this purpose. Repurchases of shares of the Company’s common stock were at the sole discretion of the Company’s board of directors, provided, however, that the Company could limit the number of shares repurchased during any calendar year to 5.0% of the number of shares of common stock outstanding as of December 31 st of the previous calendar year. Subject to the terms and limitations of the SRP, including, but not limited to, quarterly share limitations, an annual 5.0% share limitation and DRIP funding limitations and any amendments to the plan, as more fully described below, the SRP was generally available to any stockholder as a potential means of interim liquidity. In addition, the Company’s board of directors, in its sole discretion, could suspend (in whole or in part) the SRP at any time, and could amend, reduce, terminate or otherwise change the SRP upon 30 days' prior notice to the Company’s stockholders for any reason it deemed appropriate. On December 11, 2020, the Company's board of directors authorized and approved the Amended and Restated Share Repurchase Program, or the A&R SRP, which applied beginning with the first quarter repurchase date of 2021, which was January 28, 2021. Under the A&R SRP, the Company will only repurchase shares due to death or involuntary exigent circumstance in accordance with the A&R SRP, subject in each case to the terms and limitations of the A&R SRP, including, but not limited to, quarterly share limitations, an annual 5.0% share limitation, and DRIP funding limitations. Under the A&R SRP, the Company may waive certain of the terms and requirements of the A&R SRP in the event of the death of a stockholder who is a natural person, including shares held through an Individual Retirement Account or other retirement or profit-sharing plan, and certain trusts meeting the requirements of the A&R SRP. The Company may also waive certain of the terms and requirements of the A&R SRP in the event of an involuntary exigent circumstance, as determined by the Company or any of the executive officers thereof, in its or their sole discretion. See Part II, Item 2. "Unregistered Sales of Equity Securities" for more information on the Company's A&R SRP. During the three months ended March 31, 2021, the Company repurchased 194,092 Class A shares and Class T shares of common stock (172,520 Class A shares and 21,572 Class T shares), for an aggregate purchase price of approximately $1,687,000 (an average of $8.69 per share). During the three months ended March 31, 2020, the Company repurchased 1,419,357 Class A shares, Class I shares, Class T shares and Class T2 shares of common stock (1,078,423 Class A shares, 214,843 Class I shares, 122,865 Class T shares and 3,226 Class T2 shares), for an aggregate purchase price of approximately $12,277,000 (an average of $8.65 per share). |
Stock-based Compensation | Stock-based Compensation On March 6, 2020, the Company's board of directors approved the Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, pursuant to which the Company has the authority and power to grant awards of restricted shares of its Class A common stock to its directors, officers and employees. The Company accounts for its stock awards in accordance with ASC 718-10, Compensation—Stock Compensation . ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). For performance-based awards, compensation costs are recognized over the service period if it is probable that the performance condition will be satisfied, with changes of the assessment at each reporting period and recording the effect of the change in the compensation cost as a cumulative catch-up adjustment. The compensation costs for restricted stock are recognized based on the fair value of the restricted stock awards at grant date less forfeitures (if applicable). On January 8, 2021, the Company granted time-based awards to our executive officers, including Mr. Seton and Ms. Neely, of 103,567 and 40,276 in restricted shares of Class A common stock, respectively, or the Time-Based 2021 Awards. The Time-Based 2021 Awards will vest ratably over four years following the grant date, subject to each executive's employment through the applicable vesting dates, with certain exceptions. In addition, on January 8, 2021, the Company's compensation committee approved performance-based deferred stock unit awards, or Performance DSUs, to be granted for the Performance-Based 2021 Awards. The Performance DSUs represent the right to receive a number of restricted shares of the Company's Class A common stock on a one-to-one basis with the number of Performance DSUs that vest. The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement. Stock-based compensation expense for the Time-Based 2021 Awards and Performance-Based 2021 Awards for the three months ended March 31, 2021, was approximately $226,000, which is reported in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income (loss). The Company recognized total stock-based compensation expense for the three months ended March 31, 2021 and 2020, of approximately $556,000 and $27,000, respectively, which is reported in general and administrative expenses in the accompanying condensed consolidated statements of comprehensive income (loss). |
Earnings Per Share | Earnings Per Share The Company calculates basic earnings per share by dividing net income attributable to common stockholders for the period by the weighted average shares of its common stock outstanding for that period. Diluted earnings per share are computed based on the weighted average number of shares outstanding and all potentially dilutive securities. Shares of non-vested restricted common stock and Performance DSUs give rise to potentially dilutive shares of common stock. During the three months ended March 31, 2021 and 2020 diluted earnings per share reflected the effect of approximately 940,000 and 30,000 of non-vested awards that were outstanding as of each period, respectively. |
Reportable Segments | Reportable Segments ASC 280, Segment Reporting , establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of March 31, 2021 and December 31, 2020, the Company operated through two reportable business segments—real estate investments in data centers and healthcare. Segregation of the Company’s operations into two reportable segments is useful in assessing the performance of the Company’s business in the same way that management reviews performance and makes operating decisions. See Note 12—"Segment Reporting" for further discussion on the reportable segments of the Company. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities As required by ASC 815, Derivatives and Hedging , or ASC 815, the Company records all derivative instruments at fair value as assets and liabilities on its condensed consolidated balance sheets. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the income or loss is recognized in the condensed consolidated statements of comprehensive income (loss) during such period. In accordance with the fair value measurement guidance ASU 2011-04, Fair Value Measurement , the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. The Company is exposed to variability in expected future cash flows that are attributable to interest rate changes in the normal course of business. The Company’s primary strategy in entering into derivative contracts is to add stability to future cash flows by managing its exposure to interest rate movements. The Company utilizes derivative instruments, including interest rate swaps, to effectively convert some of its variable rate debt to fixed rate debt. The Company does not enter into derivative instruments for speculative purposes. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Leases—Rent Concessions The ongoing COVID-19 pandemic has forced the temporary closure, changes to the operating hours or other temporary changes to the business of certain tenants in healthcare and data center properties of the Company. As a result of the impact of the pandemic on their businesses, certain tenants sought rent concessions, including decreased rent and rent deferrals. To provide operational clarity, on April 8, 2020, the Financial Accounting Standards Board, or FASB, issued practical expedients to the lease modification guidance in ASC 842, Leases , in the context of COVID-19 for leases where the total lease cash flows will remain substantially the same or less than those after the COVID-19 related effects. Entities may choose to forgo the evaluation of the enforceable rights and obligations of the original lease agreements in accordance with ASC 842, Leases . An entity may elect to account for rent concessions either: • as if they are part of the enforceable rights and obligations of the parties under the existing lease contracts; or • as a lease modification. As a lessor, for leases impacted by COVID-19, the Company elected to account for any rent concessions as if they were part of the enforceable rights and obligations under the existing lease. During the three months ended March 31, 2021 and 2020, the Company did not enter into any rent concessions or lease modifications due to the impact of COVID-19 on its tenants. As a lessee, the Company did not elect the practical expedient and will apply the lease modification guidance in accordance with ASC 842, Leases , if changes to ground lease agreements occur. The Company had not modified any of its ground lease agreements as of March 31, 2021. Reference Rate Reform In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (ASC 848), or ASU 2020-04 . ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time through December 31, 2022, as reference rate reform activities occur. During the three months ended March 31, 2021, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact the guidance may have on its condensed consolidated financial statements and may apply other elections, as applicable, as additional changes in the market occur. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current financial statement presentation, with no effect on the Company’s consolidated financial position or results of operations. Amounts related to expenses incurred in connection with the Internalization Transaction were previously classified in general and administrative expenses, for the three months ended March 31, 2020, but are now presented separately as Internalization Transaction expenses, in the condensed consolidated statements of comprehensive income (loss). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the totals shown in the condensed consolidated statements of cash flows (amounts in thousands): Three Months Ended 2021 2020 Beginning of period: Cash and cash equivalents $ 53,174 $ 69,342 Restricted cash 14,735 10,888 Cash, cash equivalents and restricted cash $ 67,909 $ 80,230 End of period: Cash and cash equivalents $ 51,039 $ 150,476 Restricted cash 17,060 11,414 Cash, cash equivalents and restricted cash $ 68,099 $ 161,890 |
Internalization Transaction (Ta
Internalization Transaction (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Purchase Price | The Internalization Transaction was accounted for as a business combination and the following table summarizes management’s allocation of the fair value of the Internalization Transaction (amounts in thousands): Total Goodwill $ 39,529 Right-of-use assets - operating lease 1,205 Total assets acquired 40,734 Operating lease liabilities (1,060) Deferred internalization transaction purchase price (14,674) Total liabilities acquired (15,734) Net assets allocated at acquisition $ 25,000 |
Schedule of Pro Forma Financial Information | Assuming the Internalization Transaction had occurred on January 1, 2020, pro forma revenues and net income attributable to common stockholders would have been as follows for the periods presented below (amounts in thousands, except per share amounts): Three Months Ended 2021 2020 Pro forma basis: Revenues $ 67,895 $ 69,185 Net income attributable to common stockholders $ 2,980 $ 11,061 Net income per common share attributable to common stockholders: Basic $ 0.01 $ 0.05 Diluted $ 0.01 $ 0.05 |
Acquired Intangible Assets, N_2
Acquired Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Schedule of Acquired Intangible Assets, Net | Acquired intangible assets, net, consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands, except weighted average remaining life amounts): March 31, 2021 December 31, 2020 In-place leases, net of accumulated amortization of $93,618 and $86,728, respectively (with a weighted average remaining life of 9.6 years and 9.8 years, respectively) $ 222,922 $ 231,200 Above-market leases, net of accumulated amortization of $4,485 and $4,002, respectively (with a weighted average remaining life of 9.6 years and 9.9 years, respectively) 15,078 15,561 $ 238,000 $ 246,761 |
Acquired Intangible Liabiliti_2
Acquired Intangible Liabilities, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Lease Liabilities, Net [Abstract] | |
Schedule of Acquired Intangible Liabilities, Net | Acquired intangible liabilities, net, consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands, except weighted average remaining life amounts): March 31, 2021 December 31, 2020 Below-market leases, net of accumulated amortization of $15,020 and $13,924, respectively (with a weighted average remaining life of 15.9 years and 16.2 years, respectively) $ 51,464 $ 52,560 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Rent to Lessor from Operating Leases | Future rent to be received from the Company's investments in real estate assets under the terms of non-cancellable operating leases in effect as of March 31, 2021, including optional renewal periods, when applicable, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 168,896 2022 232,514 2023 236,067 2024 232,336 2025 223,252 Thereafter 1,441,648 Total (1) $ 2,534,713 (1) The total future rent amount of $2,534,713,000 includes approximately $16,313,000 in rent to be received in connection with one lease executed as of March 31, 2021, at one development property with an estimated lease commencement date of February 1, 2022. |
Schedule of Future Minimum Rent from Lessee for Operating Leases | The future rent payments, discounted by the Company's incremental borrowing rates, under non-cancellable operating leases, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 1,850 2022 1,682 2023 1,638 2024 1,687 2025 1,688 Thereafter 135,031 Total undiscounted rental payments 143,576 Less imputed interest (111,678) Total operating lease liabilities $ 31,898 |
Schedule of Future Minimum Rent from Lessee for Finance Lease | The future rent payments, discounted by the Company's incremental borrowing rate, under the non-cancellable finance lease, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 $ 110 2022 147 2023 147 2024 152 2025 154 Thereafter 7,111 Total undiscounted rental payments 7,821 Less imputed interest (4,977) Total finance lease liability $ 2,844 |
Notes Receivable, Net (Tables)
Notes Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Notes Receivable Balance | The following summarizes the notes receivable balances as of March 31, 2021 and December 31, 2020: March 31, 2021 December 31, 2020 Interest Rate (1) Maturity Date Note receivable $ 2,200 $ 2,700 6.0% 11/05/2021 Note receivable 28,478 28,562 7.0% 06/01/2022 Total notes receivable $ 30,678 $ 31,262 (1) As of March 31, 2021. |
Other Assets, Net (Tables)
Other Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Other Assets [Abstract] | |
Schedule of Other Assets, Net | Other assets, net, consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands): March 31, 2021 December 31, 2020 Deferred financing costs, related to the revolver portion of the credit facility, net of accumulated amortization of $7,221 and $6,902, respectively $ 1,318 $ 1,634 Leasing commissions, net of accumulated amortization of $1,025 and $811, respectively 11,841 11,421 Restricted cash 17,060 14,735 Tenant receivables 4,928 5,541 Straight-line rent receivable, net 74,313 69,687 Prepaid and other assets 4,839 5,443 Derivative assets 1,107 — $ 115,406 $ 108,461 |
Accounts Payable and Other Li_2
Accounts Payable and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Liabilities | Accounts payable and other liabilities consisted of the following as of March 31, 2021 and December 31, 2020 (amounts in thousands): March 31, 2021 December 31, 2020 Accounts payable and accrued expenses $ 13,794 $ 14,033 Accrued interest expense 4,258 4,269 Accrued property taxes 3,595 2,511 Accrued personnel costs 935 1,202 Distribution and servicing fees 2,509 3,128 Distributions payable to stockholders 9,173 9,117 Performance DSUs distributions payable 22 — Tenant deposits 1,044 1,047 Deferred rental income 9,286 9,767 Deferred internalization transaction liability (1) 7,282 14,728 Derivative liabilities 15,759 20,444 $ 67,657 $ 80,246 (1) Represents the assumed liability recorded at fair value, net of amortization of discount, as a part of the Internalization Transaction of which $7,500,000 was due and payable on March 31, 2021, and was paid on March 30, 2021. See Note 3—"Internalization Transaction" for additional information. |
Notes Payable and Credit Faci_2
Notes Payable and Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company's debt outstanding as of March 31, 2021 and December 31, 2020, consisted of the following (amounts in thousands): March 31, 2021 December 31, 2020 Notes payable: Fixed rate notes payable $ 218,108 $ 218,415 Variable rate notes payable fixed through interest rate swaps 234,190 235,007 Total notes payable, principal amount outstanding 452,298 453,422 Unamortized deferred financing costs related to notes payable (1,579) (1,805) Total notes payable, net of deferred financing costs $ 450,719 $ 451,617 Credit facility: Variable rate revolving line of credit $ 138,000 $ 138,000 Variable rate term loans fixed through interest rate swaps 400,000 400,000 Variable rate term loans 400,000 400,000 Total credit facility, principal amount outstanding 938,000 938,000 Unamortized deferred financing costs related to the term loan credit facility (5,454) (5,900) Total credit facility, net of deferred financing costs 932,546 932,100 Total debt outstanding $ 1,383,265 $ 1,383,717 |
Schedule of Future Principal Payments Due on Debt | The principal payments due on the notes payable and credit facility, as of March 31, 2021, for the nine months ending December 31, 2021, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands): Year Amount Nine months ending December 31, 2021 (1) $ 144,902 2022 (2) 304,209 2023 282,710 2024 547,360 2025 2,195 Thereafter 108,922 $ 1,390,298 (1) The principal payments due on the notes payable and credit facility for the nine months ending December 31, 2021, represent $144,902,000 related to principal payments due on four notes payable. The Company has adequate liquidity and availability under the credit facility to satisfy its outstanding debt obligations as they become due. (2) Of this amount, $138,000,000 relates to the revolving line of credit under the credit facility, which matures on April 27, 2022, subject to the Company's right for one, 12-month extension period. |
Related-Party Transactions an_2
Related-Party Transactions and Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table details amounts incurred in connection with the Company's related-party transactions as described above for the three months ended March 31, 2021 and 2020 (amounts in thousands): Incurred Three Months Ended Fee Entity 2021 2020 Distribution and servicing fees (1) SC Distributors, LLC $ — $ (33) Acquisition fees and costs Carter Validus Advisors II, LLC and its affiliates — 97 Asset management fees Carter Validus Advisors II, LLC and its affiliates — 5,956 Operating expense reimbursement Carter Validus Advisors II, LLC and its affiliates — 1,278 Property management fees Carter Validus Real Estate Management Services II, LLC — 1,796 Leasing commission fees Carter Validus Real Estate Management Services II, LLC — 239 Construction management fees Carter Validus Real Estate Management Services II, LLC — 176 Total $ — $ 9,509 (1) Effective September 30, 2020, as a result of the Internalization Transaction, the Dealer Manager is no longer a related party of the Company. Refer to Note 9—"Accounts Payable and Other Liabilities" for the outstanding balance on distribution and servicing fees owed by the Company to the Dealer Manager. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Information for Reportable Segments | Summary information for the reportable segments during the three months ended March 31, 2021 and 2020 is as follows (amounts in thousands): Data Centers Healthcare Three Months Ended March 31, 2021 Revenue: Rental revenue $ 25,473 $ 42,422 $ 67,895 Expenses: Rental expenses (6,416) (3,214) (9,630) Segment net operating income $ 19,057 $ 39,208 58,265 Expenses: General and administrative expenses (6,623) Depreciation and amortization (25,967) Impairment loss on real estate - healthcare (10,423) Impairment loss on goodwill - healthcare (240) Income from operations 15,012 Interest and other expense, net (12,130) Net income attributable to common stockholders $ 2,882 Data Centers Healthcare Three Months Ended Revenue: Rental revenue $ 27,759 $ 41,426 $ 69,185 Expenses: Rental expenses (7,149) (4,339) (11,488) Segment net operating income $ 20,610 $ 37,087 57,697 Expenses: General and administrative expenses (3,194) Internalization transaction expenses (494) Asset management fees (5,956) Depreciation and amortization (27,065) Income from operations 20,988 Interest and other expense, net (15,319) Net income attributable to common stockholders $ 5,669 |
Schedule of Assets by Reportable Segments | Assets by each reportable segment as of March 31, 2021 and December 31, 2020 are as follows (amounts in thousands): March 31, 2021 December 31, 2020 Assets by segment: Data centers (1) $ 974,752 $ 979,222 Healthcare (2) 2,127,541 2,147,389 All other 77,005 78,678 Total assets $ 3,179,298 $ 3,205,289 (1) Includes $15,574,000 of goodwill allocated to the data centers segment. (2) Includes $23,715,000 and $23,955,000 of goodwill allocated to the healthcare segment as of March 31, 2021 and December 31, 2020, respectively. During the three months ended March 31, 2021, the Company recorded impairment loss on goodwill related to one healthcare property in the amount of $240,000. See Note 2—“Summary of Significant Accounting Policies—Impairment of Goodwill." |
Schedule of Capital Additions and Acquisitions by Reportable Segments | Capital additions and acquisitions by reportable segments for the three months ended March 31, 2021 and 2020 are as follows (amounts in thousands): Three Months Ended 2021 2020 Capital additions by segment: Data centers $ 1,010 $ 2,018 Healthcare 6,057 3,423 Total 7,067 5,441 Acquisitions by segment: Healthcare — 5,024 Total — 5,024 Net cash outflows from capital additions and acquisitions $ 7,067 $ 10,465 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables show the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (amounts in thousands): March 31, 2021 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Assets: Derivative assets $ — $ 1,107 $ — $ 1,107 Total assets at fair value $ — $ 1,107 $ — $ 1,107 Liabilities: Derivative liabilities $ — $ 15,759 $ — $ 15,759 Total liabilities at fair value $ — $ 15,759 $ — $ 15,759 December 31, 2020 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Total Fair Liabilities: Derivative liabilities $ — $ 20,444 $ — $ 20,444 Total liabilities at fair value $ — $ 20,444 $ — $ 20,444 |
Schedule of Fair Value, Real Estate Assets Measured on Non-Recurring Basis | The following table shows the fair value of the Company's real estate assets measured at fair value on a non-recurring basis as of March 31, 2021 (amounts in thousands): March 31, 2021 Fair Value Hierarchy Quoted Prices in Active Significant Other Significant Re-Measured Balance Total Losses Real estate assets $ — $ 17,145 $ — $ 17,145 $ 10,423 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the Notional Amount and Fair Value of Derivative Instruments | The following table summarizes the notional amount and fair value of the Company’s derivative instruments (amounts in thousands): Derivatives Balance Effective Maturity March 31, 2021 December 31, 2020 Outstanding Fair Value of Outstanding Fair Value of Asset (Liability) (Liability) Interest rate swaps Other assets, net/ 11/01/2016 to 10/28/2021 to $ 634,190 $ 1,107 $ (15,759) $ 635,007 $ (20,444) |
Schedule of Income and Losses Recognized on Derivative Instruments | The table below summarizes the amount of income (loss) recognized on the interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2021 and 2020 (amounts in thousands): Derivatives in Cash Flow Amount of Income (Loss) Recognized Location of Income (Loss) Amount of Loss Total Amount of Interest and Other Expense, Net Presented in Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2021 Interest rate swaps $ 3,390 Interest and other expense, net $ (2,402) $ 12,130 Total $ 3,390 $ (2,402) Three Months Ended March 31, 2020 Interest rate swaps $ (20,593) Interest and other expense, net $ (259) $ 15,319 Total $ (20,593) $ (259) |
Schedule of Offsetting of Derivative Assets | The following tables present the effect on the Company’s financial position had the Company made the election to offset its derivative positions as of March 31, 2021 and December 31, 2020 (amounts in thousands): Offsetting of Derivative Assets Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2021 $ 1,107 $ — $ 1,107 $ (475) $ — $ 632 |
Schedule of Offsetting of Derivative Liabilities | Offsetting of Derivative Liabilities Gross Amounts Not Offset in the Balance Sheet Gross Gross Amounts Net Amounts of Financial Instruments Cash Collateral Net March 31, 2021 $ 15,759 $ — $ 15,759 $ (475) $ — $ 15,284 December 31, 2020 $ 20,444 $ — $ 20,444 $ — $ — $ 20,444 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Amounts Recognized in Accumulated Other Comprehensive Loss | The following table presents a rollforward of amounts recognized in accumulated other comprehensive loss by component for the three months ended March 31, 2021 and 2020 (amounts in thousands): Unrealized Income on Derivative Balance as of December 31, 2020 $ (20,444) Other comprehensive income before reclassification 3,390 Amount of loss reclassified from accumulated other comprehensive loss to net income 2,402 Other comprehensive income 5,792 Balance as of March 31, 2021 $ (14,652) Unrealized Loss on Derivative Balance as of December 31, 2019 $ (4,704) Other comprehensive loss before reclassification (20,593) Amount of loss reclassified from accumulated other comprehensive loss to net income 259 Other comprehensive loss (20,334) Balance as of March 31, 2020 $ (25,038) |
Schedule of Reclassifications Out of Accumulated Other Comprehensive Loss | The following table presents reclassifications out of accumulated other comprehensive loss for the three months ended March 31, 2021 and 2020 (amounts in thousands): Details about Accumulated Other Amounts Reclassified from Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income (Loss) Three Months Ended 2021 2020 Interest rate swap contracts $ 2,402 $ 259 Interest and other expense, net |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Schedule of Subsequent Events | The following table summarizes the Company's distributions paid to stockholders on April 1, 2021, for the period from March 1, 2020 through March 31, 2021 (amounts in thousands): Payment Date Common Stock Cash DRIP Total Distribution April 1, 2021 Class A $ 5,556 $ 1,562 $ 7,118 April 1, 2021 Class I 333 211 544 April 1, 2021 Class T 724 668 1,392 April 1, 2021 Class T2 56 63 119 $ 6,669 $ 2,504 $ 9,173 The following table summarizes the Company's distributions paid to stockholders on May 3, 2021, for the period from April 1, 2021 through April 30, 2021 (amounts in thousands): Payment Date Common Stock Cash DRIP Total Distribution May 3, 2021 Class A $ 5,372 $ 1,524 $ 6,896 May 3, 2021 Class I 322 205 527 May 3, 2021 Class T 700 650 1,350 May 3, 2021 Class T2 55 61 116 $ 6,449 $ 2,440 $ 8,889 Distributions Authorized The following tables summarize the daily distributions approved and authorized by the board of directors of the Company subsequent to March 31, 2021: Authorization Date (1) Common Stock Daily Distribution Rate (1) Annualized Distribution Per Share April 23, 2021 Class A $ 0.001369863 $ 0.50 April 23, 2021 Class I $ 0.001369863 $ 0.50 April 23, 2021 Class T $ 0.001131781 $ 0.41 April 23, 2021 Class T2 $ 0.001131781 $ 0.41 Authorization Date (2) Common Stock Daily Distribution Rate (2) Annualized Distribution Per Share May 6, 2021 Class A $ 0.001369863 $ 0.50 May 6, 2021 Class I $ 0.001369863 $ 0.50 May 6, 2021 Class T $ 0.001131781 $ 0.41 May 6, 2021 Class T2 $ 0.001131781 $ 0.41 (1) Distributions approved and authorized to stockholders of record as of the close of business on each day of the period commencing on May 1, 2021 and ending on May 31, 2021. The distributions will be calculated based on 365 days in the calendar year. The distributions declared for each record date in May 2021 will be paid in June 2021. The distributions will be payable to stockholders from legally available funds therefor. (2) Distributions approved and authorized to stockholders of record as of the close of business on each day of the period commencing on June 1, 2021 and ending on June 30, 2021. The distributions will be calculated based on 365 days in the calendar year. The distributions declared for each record date in June 2021 will be paid in July 2021. The distributions will be payable to stockholders from legally available funds therefor. |
Schedule of Consideration Transferred for Properties Acquired | The following table summarizes the property acquired subsequent to March 31, 2021 and through May 13, 2021: Property Date Acquired Purchase Price (2) Ownership Greenwood Healthcare Facility (1) 04/19/2021 $ 25,000,000 100% (1) The property is leased to one tenant. (2) The Company drew $15,000,000 on its credit facility to fund the acquisition. |
Organization and Business Ope_2
Organization and Business Operations (Details) | Mar. 31, 2021registration_statementproperty | Nov. 30, 2018initial_public_offering |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of real estate properties owned | property | 153 | |
Number of public offerings | initial_public_offering | 2 | |
Number of registration statements on Form S-3 | registration_statement | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) | Apr. 23, 2021USD ($) | Apr. 05, 2021USD ($) | Jan. 08, 2021shares | Mar. 31, 2021USD ($)segmenttenantleasemetropolitanmicropolitanproperty$ / sharesshares | Mar. 31, 2020USD ($)lease$ / sharesshares | Dec. 31, 2020USD ($)segment | Sep. 30, 2020USD ($) |
Summary of Significant Accounting Policies [Line Items] | |||||||
Real estate assets | $ 2,673,032,000 | $ 2,693,824,000 | |||||
Impairment loss on real estate | 10,423,000 | $ 0 | |||||
Goodwill | 39,289,000 | $ 39,529,000 | |||||
Impairment loss on goodwill | 240,000 | 0 | |||||
Reduction in rental revenue | $ 216,000 | 4,000 | |||||
Number of micropolitan statistical areas with owned real estate investments | micropolitan | 2 | ||||||
Number of metropolitan statistical areas with owned real estate investments | metropolitan | 68 | ||||||
Maximum number of shares available for repurchase during any calendar year, as percentage of common stock outstanding at end of prior year | 5.00% | ||||||
Period of notice required for changes to share repurchase program | 30 days | ||||||
Repurchase of common stock | 12,277,000 | ||||||
Stock-based compensation expense | $ 556,000 | $ 27,000 | |||||
Diluted earnings per share outstanding adjustment (in shares) | shares | 940,000 | 30,000 | |||||
Number of reportable business segments | segment | 2 | 2 | |||||
Tenant Of Healthcare Property | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Goodwill | $ 0 | ||||||
Restricted Stock, Time-Based | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Award vesting period under plan | 4 years | ||||||
Restricted Stock, Time-Based and Performance Based | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Stock-based compensation expense | $ 226,000 | ||||||
Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 194,092 | 1,419,357 | |||||
Repurchase of common stock | $ 2,000 | $ 14,000 | |||||
Class A and Class T | Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 194,092 | ||||||
Repurchase of common stock | $ 1,687,000 | ||||||
Repurchase of common stock, average price per share (in dollars per share) | $ / shares | $ 8.69 | ||||||
Class A | Mr Seton | Restricted Stock, Time-Based | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Grants in period (in shares) | shares | 103,567 | ||||||
Class A | Ms Neely | Restricted Stock, Time-Based | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Grants in period (in shares) | shares | 40,276 | ||||||
Class A | Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 172,520 | 1,078,423 | |||||
Class T | Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 21,572 | 122,865 | |||||
Class A, I, T and T2 shares | Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 1,419,357 | ||||||
Repurchase of common stock | $ 12,277,000 | ||||||
Repurchase of common stock, average price per share (in dollars per share) | $ / shares | $ 8.65 | ||||||
Class I | Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 214,843 | ||||||
Class T2 | Common Stock | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Repurchase of common stock (in shares) | shares | 3,226 | ||||||
Rental Revenue | Geographic Concentration Risk | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of metropolitan statistical areas with owned real estate investments | metropolitan | 1 | ||||||
Rental Revenue | Geographic Concentration Risk | Houston-The Woodlands-Sugar Land, Texas MSA | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 10.70% | ||||||
Rental Revenue | Customer Concentration Risk | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of major tenants | tenant | 1 | ||||||
Internalization Transaction | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Goodwill | $ 39,529,000 | ||||||
Subsequent Event | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Proceeds from lease termination fee | $ 7,000,000 | $ 400,000 | |||||
In-place leases | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of impaired acquired intangible assets | lease | 1 | 1 | |||||
Impairment of acquired intangible assets | $ 1,120,000 | $ 1,484,000 | |||||
Above-market leases | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of impaired acquired intangible assets | lease | 1 | ||||||
Impairment of acquired intangible assets | $ 344,000 | ||||||
Impaired Real Estate Property | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Real estate assets | $ 17,145,000 | ||||||
Tenant Of Healthcare Property | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Number of impaired properties | property | 1 | ||||||
Number of tenants with impaired intangible assets | tenant | 1 | ||||||
Post Acute Medical LLC and affiliates | Rental Revenue | Customer Concentration Risk | |||||||
Summary of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 10.30% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 51,039 | $ 53,174 | $ 150,476 | $ 69,342 |
Restricted cash | 17,060 | 14,735 | 11,414 | 10,888 |
Cash, cash equivalents and restricted cash | $ 68,099 | $ 67,909 | $ 161,890 | $ 80,230 |
Internalization Transaction (Na
Internalization Transaction (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||
Internalization transaction expenses | $ 0 | $ 494 | |
Internalization Transaction | |||
Business Acquisition [Line Items] | |||
Membership interests acquired percentage | 100.00% | ||
Internalization transaction, purchase price | $ 40,000 | ||
Internalization Transaction, Tranche One, Closing | |||
Business Acquisition [Line Items] | |||
Internalization transaction, cash paid | 25,000 | ||
Internalization Transaction, Tranche Two, March 31, 2021 | |||
Business Acquisition [Line Items] | |||
Internalization transaction, payable | 7,500 | ||
Internalization Transaction, Tranche Three, March 31, 2022 | |||
Business Acquisition [Line Items] | |||
Internalization transaction, payable | $ 7,500 |
Internalization Transaction (Sc
Internalization Transaction (Schedule of Allocation of Purchase Price) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 39,289 | $ 39,529 | |
Deferred internalization transaction purchase price | $ (7,282) | $ (14,728) | |
Internalization Transaction | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 39,529 | ||
Right-of-use assets - operating lease | 1,205 | ||
Total assets acquired | 40,734 | ||
Operating lease liabilities | (1,060) | ||
Deferred internalization transaction purchase price | (14,674) | ||
Total liabilities acquired | (15,734) | ||
Net assets allocated at acquisition | $ 25,000 |
Internalization Transaction (_2
Internalization Transaction (Schedule of Pro Forma Financial Information) (Details) - Internalization Transaction - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenues | $ 67,895 | $ 69,185 |
Net income attributable to common stockholders | $ 2,980 | $ 11,061 |
Net income per common share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.01 | $ 0.05 |
Diluted (in dollars per share) | $ 0.01 | $ 0.05 |
Acquired Intangible Assets, N_3
Acquired Intangible Assets, Net (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021USD ($)lease | Mar. 31, 2020USD ($)lease | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining useful life of intangible assets | 9 years 7 months 6 days | 9 years 9 months 18 days | |
Amortization of acquired intangible assets | $ 8,761 | $ 10,547 | |
In-place leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining useful life of intangible assets | 9 years 7 months 6 days | 9 years 9 months 18 days | |
Impairment of acquired intangible assets | $ 1,120 | $ 1,484 | |
Number of impaired acquired intangible assets | lease | 1 | 1 | |
Above-market leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted average remaining useful life of intangible assets | 9 years 7 months 6 days | 9 years 10 months 24 days | |
Impairment of acquired intangible assets | $ 344 | ||
Number of impaired acquired intangible assets | lease | 1 | ||
In-place and above-market leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Impairment of acquired intangible assets | $ 1,828 |
Acquired Intangible Assets, N_4
Acquired Intangible Assets, Net (Schedule of Acquired Intangible Assets, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, net of accumulated amortization | $ 238,000 | $ 246,761 |
Acquired intangible assets, accumulated amortization | $ 98,103 | $ 90,730 |
Weighted average remaining useful life of intangible assets | 9 years 7 months 6 days | 9 years 9 months 18 days |
In-place leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, net of accumulated amortization | $ 222,922 | $ 231,200 |
Acquired intangible assets, accumulated amortization | $ 93,618 | $ 86,728 |
Weighted average remaining useful life of intangible assets | 9 years 7 months 6 days | 9 years 9 months 18 days |
Above-market leases | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets, net of accumulated amortization | $ 15,078 | $ 15,561 |
Acquired intangible assets, accumulated amortization | $ 4,485 | $ 4,002 |
Weighted average remaining useful life of intangible assets | 9 years 7 months 6 days | 9 years 10 months 24 days |
Acquired Intangible Liabiliti_3
Acquired Intangible Liabilities, Net (Schedule of Acquired Intangible Liabilities, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Intangible Lease Liabilities, Net [Abstract] | ||
Below-market leases, net of accumulated amortization of $15,020 and $13,924, respectively (with a weighted average remaining life of 15.9 years and 16.2 years, respectively) | $ 51,464 | $ 52,560 |
Accumulated amortization of below-market leases | $ 15,020 | $ 13,924 |
Weighted average remaining life of below-market leases | 15 years 10 months 24 days | 16 years 2 months 12 days |
Acquired Intangible Liabiliti_4
Acquired Intangible Liabilities, Net (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Intangible Lease Liabilities, Net [Abstract] | ||
Amortization of below-market leases | $ 1,096 | $ 1,386 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)lease | Mar. 31, 2020USD ($) | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Number of operating ground leases | lease | 17 | ||
Number of operating office leases | lease | 1 | ||
Number of operating ground leases without corresponding operating lease liabilities | lease | 4 | ||
Operating lease costs | $ 642,000 | $ 642,000 | |
Sublease income | $ 401,000 | 401,000 | |
Operating lease, weighted average incremental borrowing rate, percent | 5.70% | ||
Operating lease, weighted average remaining lease term | 47 years 9 months 18 days | 48 years 1 month 6 days | |
Number of finance ground leases | lease | 1 | ||
Reduction in the carrying amount of right-of-use assets - finance lease, net | $ 5,000 | 0 | |
Interest on finance lease liability | $ 38,000 | 0 | |
Finance lease, incremental borrowing rate, percent | 5.30% | ||
Finance lease, remaining lease term | 43 years 2 months 12 days | 43 years 4 months 24 days | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, incremental borrowing rate, percent | 3.50% | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, incremental borrowing rate, percent | 6.60% | ||
Corporate Lease | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease costs | $ 264,000 | $ 0 |
Leases (Schedule of Future Mini
Leases (Schedule of Future Minimum Rent to Lessor from Operating Leases) (Details) $ in Thousands | Mar. 31, 2021USD ($)leaseproperty |
Leases [Abstract] | |
Nine months ending December 31, 2021 | $ 168,896 |
2022 | 232,514 |
2023 | 236,067 |
2024 | 232,336 |
2025 | 223,252 |
Thereafter | 1,441,648 |
Total | 2,534,713 |
Value of underlying operating lease asset, leases not yet commenced | $ 16,313 |
Number of executed leases, operating leases not yet commenced | lease | 1 |
Number of development properties, operating leases not yet commenced | property | 1 |
Leases (Schedule of Future Mi_2
Leases (Schedule of Future Minimum Rent from Lessee for Operating Leases) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Nine months ending December 31, 2021 | $ 1,850 | |
2022 | 1,682 | |
2023 | 1,638 | |
2024 | 1,687 | |
2025 | 1,688 | |
Thereafter | 135,031 | |
Total undiscounted rental payments | 143,576 | |
Less imputed interest | (111,678) | |
Total operating lease liabilities | $ 31,898 | $ 32,050 |
Leases (Schedule of Future Mi_3
Leases (Schedule of Future Minimum Rent from Lessee for Finance Lease) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Nine months ending December 31, 2021 | $ 110 | |
2022 | 147 | |
2023 | 147 | |
2024 | 152 | |
2025 | 154 | |
Thereafter | 7,111 | |
Total undiscounted rental payments | 7,821 | |
Less imputed interest | (4,977) | |
Total finance lease liability | $ 2,844 | $ 2,843 |
Notes Receivable, Net (Narrativ
Notes Receivable, Net (Narrative) (Details) | May 28, 2020USD ($) | Mar. 31, 2021USD ($)noteReceivable | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Nov. 05, 2020USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Number of notes receivable outstanding | noteReceivable | 2 | ||||
Notes receivable, net | $ 30,678,000 | $ 31,262,000 | |||
Investment in note receivable, principal amount | 30,200,000 | 30,700,000 | |||
Amortization of loan origination fee | 68,000 | $ 0 | |||
Notes receivable, net | 500,000 | $ 0 | |||
Estimated credit losses for notes receivable | 0 | ||||
Note Receivable Due June 2022 | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Notes receivable, net | $ 28,478,000 | 28,562,000 | |||
Investment in note receivable, principal amount | $ 28,000,000 | ||||
Interest rate | 7.00% | ||||
Loan origination fee incurred | $ 560,000 | ||||
Amortization of loan origination fee | $ 68,000 | ||||
Interest income on notes receivable | 490,000 | ||||
Unamortized loan origination fee | 326,000 | ||||
Note Receivable Due June 2022 | Note Receivable, Period One | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rate | 7.00% | ||||
Note Receivable Due June 2022 | Note Receivable, Period Two | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Interest rate | 8.00% | ||||
Note Receivable Due November 2021 | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Notes receivable, net | $ 2,200,000 | $ 2,700,000 | |||
Investment in note receivable, principal amount | $ 2,700,000 | ||||
Interest rate | 6.00% | ||||
Amendment fee received | $ 50,000 |
Notes Receivable, Net (Schedule
Notes Receivable, Net (Schedule of Notes Receivable Balance) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, net | $ 30,678 | $ 31,262 |
Note Receivable Due November 2021 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, net | $ 2,200 | 2,700 |
Interest Rate | 6.00% | |
Note Receivable Due June 2022 | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Notes receivable, net | $ 28,478 | $ 28,562 |
Interest Rate | 7.00% |
Other Assets, Net (Details)
Other Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Other Assets [Abstract] | ||||
Deferred financing costs, related to the revolver portion of the credit facility, net of accumulated amortization of $7,221 and $6,902, respectively | $ 1,318 | $ 1,634 | ||
Leasing commissions, net of accumulated amortization of $1,025 and $811, respectively | 11,841 | 11,421 | ||
Restricted cash | 17,060 | 14,735 | $ 11,414 | $ 10,888 |
Tenant receivables | 4,928 | 5,541 | ||
Straight-line rent receivable, net | 74,313 | 69,687 | ||
Prepaid and other assets | 4,839 | 5,443 | ||
Derivative assets | 1,107 | 0 | ||
Total other assets, net | 115,406 | 108,461 | ||
Deferred financing costs, related to the revolver portion of the credit facility, accumulated amortization | 7,221 | 6,902 | ||
Leasing commissions, accumulated amortization | $ 1,025 | $ 811 |
Accounts Payable and Other Li_3
Accounts Payable and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accounts payable and accrued expenses | $ 13,794 | $ 14,033 | |
Accrued interest expense | 4,258 | 4,269 | |
Accrued property taxes | 3,595 | 2,511 | |
Accrued personnel costs | 935 | 1,202 | |
Distribution and servicing fees | 2,509 | 3,128 | |
Distributions payable to stockholders | 9,173 | 9,117 | |
Performance DSUs distributions payable | 22 | 0 | |
Tenant deposits | 1,044 | 1,047 | |
Deferred rental income | 9,286 | 9,767 | |
Deferred internalization transaction liability | 7,282 | 14,728 | |
Derivative liabilities | 15,759 | 20,444 | |
Total accounts payable and other liabilities | $ 67,657 | $ 80,246 | |
Internalization Transaction, Tranche Two, March 31, 2021 | |||
Business Acquisition [Line Items] | |||
Internalization transaction, payable | $ 7,500 |
Notes Payable and Credit Faci_3
Notes Payable and Credit Facility (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Notes payable, principal amount outstanding | $ 452,298 | $ 453,422 |
Unamortized deferred financing costs related to notes payable | (1,579) | (1,805) |
Total notes payable, net of deferred financing costs | 450,719 | 451,617 |
Credit facility, principal amount outstanding | 938,000 | 938,000 |
Unamortized deferred financing costs related to the term loan credit facility | (5,454) | (5,900) |
Total credit facility, net of deferred financing costs | 932,546 | 932,100 |
Total debt outstanding | 1,383,265 | 1,383,717 |
Fixed Rate | ||
Debt Instrument [Line Items] | ||
Notes payable, principal amount outstanding | 218,108 | 218,415 |
Variable Rate, Subject to Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Notes payable, principal amount outstanding | 234,190 | 235,007 |
Credit facility, principal amount outstanding | 400,000 | 400,000 |
Variable Rate, Subject to Interest Rate Swap | Term Loan | ||
Debt Instrument [Line Items] | ||
Credit facility, principal amount outstanding | 400,000 | 400,000 |
Variable Rate Debt | ||
Debt Instrument [Line Items] | ||
Credit facility, principal amount outstanding | 538,000 | 538,000 |
Variable Rate Debt | Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Credit facility, principal amount outstanding | 138,000 | 138,000 |
Variable Rate Debt | Term Loan | ||
Debt Instrument [Line Items] | ||
Credit facility, principal amount outstanding | $ 400,000 | $ 400,000 |
Notes Payable and Credit Faci_4
Notes Payable and Credit Facility (Narrative) (Details) - USD ($) $ in Thousands | Apr. 19, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Line of Credit Facility [Line Items] | |||
Proceeds from credit facility | $ 0 | $ 95,000 | |
Subsequent Event | Greenwood Healthcare Facility | |||
Line of Credit Facility [Line Items] | |||
Proceeds from credit facility | $ 15,000 |
Notes Payable and Credit Faci_5
Notes Payable and Credit Facility (Schedule of Future Principal Payments Due on Debt) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)extensionPeriodnumberOfNotesPayable | |
Debt Instrument [Line Items] | |
Number of notes payable, maturity, remainder of fiscal year | numberOfNotesPayable | 4 |
Revolving Line of Credit | |
Debt Instrument [Line Items] | |
2022 | $ 138,000 |
Notes Payable and Credit Facility | |
Debt Instrument [Line Items] | |
Nine months ending December 31, 2021 | 144,902 |
2022 | 304,209 |
2023 | 282,710 |
2024 | 547,360 |
2025 | 2,195 |
Thereafter | 108,922 |
Total | $ 1,390,298 |
Credit Facility | |
Debt Instrument [Line Items] | |
Number of extension periods | extensionPeriod | 1 |
Extension period | 12 months |
Notes Payable | |
Debt Instrument [Line Items] | |
Nine months ending December 31, 2021 | $ 144,902 |
Related-Party Transactions an_3
Related-Party Transactions and Arrangements (Narrative) (Details) - employee | Sep. 30, 2020 | Sep. 29, 2020 |
Related Party Transaction [Line Items] | ||
Number of employees | 0 | |
Special limited partnership interest, shareholder annual return | 8.00% | |
Maximum | ||
Related Party Transaction [Line Items] | ||
Disposition fee (% of contract sales price) | 6.00% | |
Carter Validus Advisors II, LLC and its affiliates | ||
Related Party Transaction [Line Items] | ||
Acquisition fee (% of contract purchase price of each property or asset acquired) | 2.00% | |
Acquisition fee (% of amount advanced with respect to loans and similar assets) | 2.00% | |
Acquisition expenses reimbursed (% of purchase price of each property or real estate-related investment) | 0.01% | |
Carter Validus Advisors II, LLC and its affiliates | Maximum | ||
Related Party Transaction [Line Items] | ||
Disposition fee (% of contract sales price) | 1.00% | |
Disposition fee (% of third party brokerage commission) | 50.00% | |
Carter Validus Advisors II, LLC | ||
Related Party Transaction [Line Items] | ||
Monthly asset management fee (% of aggregate asset value) | 0.0625% | |
Carter Validus Advisors II, LLC | Maximum | ||
Related Party Transaction [Line Items] | ||
Operating expense reimbursement (% of average invested assets) | 2.00% | |
Operating expense reimbursement ( % of net income) | 25.00% | |
Carter Validus Real Estate Management Services II, LLC | ||
Related Party Transaction [Line Items] | ||
Property management fee (% of gross revenues from properties managed) | 3.00% | |
Oversight fee (% of gross revenues from properties managed) | 1.00% | |
Carter Validus Real Estate Management Services II, LLC | Maximum | ||
Related Party Transaction [Line Items] | ||
Construction management fee (% of project costs) | 5.00% |
Related-Party Transactions an_4
Related-Party Transactions and Arrangements (Schedule of Related Party Transactions) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Distribution and servicing fees | $ (33) | |
Incurred | $ 0 | 9,509 |
SC Distributors, LLC | Distribution and servicing fees | ||
Related Party Transaction [Line Items] | ||
Distribution and servicing fees | 0 | (33) |
Carter Validus Advisors II, LLC and its affiliates | Acquisition fees and costs | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 97 |
Carter Validus Advisors II, LLC and its affiliates | Asset management fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 5,956 |
Carter Validus Advisors II, LLC and its affiliates | Operating expense reimbursement | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 1,278 |
Carter Validus Real Estate Management Services II, LLC | Property management fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 1,796 |
Carter Validus Real Estate Management Services II, LLC | Leasing commission fees | ||
Related Party Transaction [Line Items] | ||
Incurred | 0 | 239 |
Carter Validus Real Estate Management Services II, LLC | Construction management fees | ||
Related Party Transaction [Line Items] | ||
Incurred | $ 0 | $ 176 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)segment | Sep. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable business segments | segment | 2 | 2 | ||
Goodwill | $ 39,289,000 | $ 39,529,000 | ||
Impairment loss on goodwill | 240,000 | $ 0 | ||
Rental revenue | 67,895,000 | 69,185,000 | ||
Healthcare | ||||
Segment Reporting Information [Line Items] | ||||
Impairment loss on goodwill | 240,000 | |||
Internalization Transaction | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 39,529,000 | |||
Intersegment Elimination | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenue | $ 0 | $ 0 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Information for Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Rental revenue | $ 67,895 | $ 69,185 |
Rental expenses | (9,630) | (11,488) |
General and administrative expenses | (6,623) | (3,194) |
Depreciation and amortization | (25,967) | (27,065) |
Internalization transaction expenses | 0 | (494) |
Asset management fees | 0 | (5,956) |
Impairment loss on real estate - healthcare | (10,423) | 0 |
Impairment loss on goodwill - healthcare | (240) | 0 |
Income from operations | 15,012 | 20,988 |
Interest and other expense, net | (12,130) | (15,319) |
Net income attributable to common stockholders | 2,882 | 5,669 |
Healthcare | ||
Segment Reporting Information [Line Items] | ||
Impairment loss on goodwill - healthcare | (240) | |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Rental revenue | 67,895 | 69,185 |
Rental expenses | (9,630) | (11,488) |
Segment net operating income | 58,265 | 57,697 |
Operating Segments | Data Centers | ||
Segment Reporting Information [Line Items] | ||
Rental revenue | 25,473 | 27,759 |
Rental expenses | (6,416) | (7,149) |
Segment net operating income | 19,057 | 20,610 |
Operating Segments | Healthcare | ||
Segment Reporting Information [Line Items] | ||
Rental revenue | 42,422 | 41,426 |
Rental expenses | (3,214) | (4,339) |
Segment net operating income | $ 39,208 | $ 37,087 |
Segment Reporting (Schedule o_2
Segment Reporting (Schedule of Assets by Reportable Segments) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets by segment [Line Items] | ||
Total assets | $ 3,179,298 | $ 3,205,289 |
Goodwill | 39,289 | 39,529 |
Operating Segments | Data Centers | ||
Assets by segment [Line Items] | ||
Total assets | 974,752 | 979,222 |
Goodwill | 15,574 | 15,574 |
Operating Segments | Healthcare | ||
Assets by segment [Line Items] | ||
Total assets | 2,127,541 | 2,147,389 |
Goodwill | 23,715 | 23,955 |
All other | ||
Assets by segment [Line Items] | ||
Total assets | $ 77,005 | $ 78,678 |
Segment Reporting (Schedule o_3
Segment Reporting (Schedule of Capital Additions and Acquisitions by Reportable Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Capital additions and acquisitions by segment [Line Items] | ||
Capital additions by segment: | $ 7,067 | $ 5,441 |
Acquisitions by segment: | 0 | 5,024 |
Net cash outflows from capital additions and acquisitions | 7,067 | 10,465 |
Data centers | ||
Capital additions and acquisitions by segment [Line Items] | ||
Capital additions by segment: | 1,010 | 2,018 |
Healthcare | ||
Capital additions and acquisitions by segment [Line Items] | ||
Capital additions by segment: | 6,057 | 3,423 |
Acquisitions by segment: | $ 0 | $ 5,024 |
Fair Value (Narrative) (Details
Fair Value (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)property | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Fair Value [Line Items] | |||
Notes payable, principal amount outstanding | $ 452,298 | $ 453,422 | |
Credit facility, principal amount outstanding | 938,000 | 938,000 | |
Notes receivable, principal amount outstanding | 30,200 | 30,700 | |
Real estate assets | 2,673,032 | 2,693,824 | |
Impairment charge | 10,423 | $ 0 | |
Impairment loss on goodwill | 240 | $ 0 | |
Impaired Real Estate Property | |||
Fair Value [Line Items] | |||
Real estate assets | $ 17,145 | ||
Tenant Of Healthcare Property | |||
Fair Value [Line Items] | |||
Number of impaired properties | property | 1 | ||
Fixed Rate | |||
Fair Value [Line Items] | |||
Notes payable, principal amount outstanding | $ 218,108 | 218,415 | |
Variable Rate, Fixed Through Interest Rate Swaps | |||
Fair Value [Line Items] | |||
Notes payable, principal amount outstanding | 234,190 | 235,007 | |
Credit facility, principal amount outstanding | 400,000 | 400,000 | |
Variable Rate Debt | |||
Fair Value [Line Items] | |||
Credit facility, principal amount outstanding | 538,000 | 538,000 | |
Estimate of Fair Value Measurement | Significant Other Observable Inputs (Level 2) | Fixed Rate | |||
Fair Value [Line Items] | |||
Notes payable, fair value disclosure | 224,850 | 229,999 | |
Estimate of Fair Value Measurement | Significant Other Observable Inputs (Level 2) | Variable Rate, Fixed Through Interest Rate Swaps | |||
Fair Value [Line Items] | |||
Notes payable, fair value disclosure | 233,754 | 234,554 | |
Credit facility, fair value disclosure | 395,948 | 398,563 | |
Estimate of Fair Value Measurement | Significant Other Observable Inputs (Level 2) | Variable Rate Debt | |||
Fair Value [Line Items] | |||
Credit facility, fair value disclosure | $ 533,347 | $ 536,329 |
Fair Value (Schedule of Fair Va
Fair Value (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Derivative assets | $ 1,107 | $ 0 |
Liabilities: | ||
Derivative liabilities | 15,759 | 20,444 |
Recurring basis | ||
Assets: | ||
Derivative assets | 1,107 | |
Total assets at fair value | 1,107 | |
Liabilities: | ||
Derivative liabilities | 15,759 | 20,444 |
Total liabilities at fair value | 15,759 | 20,444 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis | ||
Assets: | ||
Derivative assets | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Total liabilities at fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Recurring basis | ||
Assets: | ||
Derivative assets | 1,107 | |
Total assets at fair value | 1,107 | |
Liabilities: | ||
Derivative liabilities | 15,759 | 20,444 |
Total liabilities at fair value | 15,759 | 20,444 |
Significant Unobservable Inputs (Level 3) | Recurring basis | ||
Assets: | ||
Derivative assets | 0 | |
Total assets at fair value | 0 | |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Total liabilities at fair value | $ 0 | $ 0 |
Fair Value (Schedule of Fair _2
Fair Value (Schedule of Fair Value, Real Estate Assets Measured on Non-Recurring Basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate assets | $ 2,673,032 | $ 2,693,824 | |
Impairment loss on real estate | 10,423 | $ 0 | |
Nonrecurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate assets | 17,145 | ||
Nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate assets | 0 | ||
Nonrecurring | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate assets | 17,145 | ||
Nonrecurring | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Real estate assets | $ 0 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Narrative) (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Additional loss expected to be reclassified from AOCI into earnings during next twelve months | $ 9,065 |
Derivatives in a net liability position | $ 16,480 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities (Schedule of the Notional Amount and Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset | $ 1,107 | |
Fair Value of (Liability) | (15,759) | $ (20,444) |
Interest rate swaps | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Outstanding Notional Amount | 634,190 | 635,007 |
Interest rate swaps | Designated as Hedging Instrument | Other assets, net | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Asset | 1,107 | |
Interest rate swaps | Designated as Hedging Instrument | Accounts payable and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of (Liability) | $ (15,759) | $ (20,444) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities (Schedule of Income and Losses Recognized on Derivative Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Income (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | $ 3,390 | $ (20,593) |
Amount of Loss Reclassified From Accumulated Other Comprehensive Loss to Net Income | (2,402) | (259) |
Total Amount of Interest and Other Expense, Net Presented in Statements of Comprehensive Income (Loss) | 12,130 | 15,319 |
Interest rate swaps | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Income (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | 3,390 | (20,593) |
Interest rate swaps | Interest and other expense, net | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Loss Reclassified From Accumulated Other Comprehensive Loss to Net Income | $ (2,402) | $ (259) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities (Schedule of Offsetting of Derivative Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Assets | $ 1,107 | |
Gross Amounts Offset in the Balance Sheet | 0 | |
Net Amounts of Assets Presented in the Balance Sheet | 1,107 | $ 0 |
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments Collateral | (475) | |
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral | 0 | |
Net Amount | $ 632 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities (Schedule of Offsetting of Derivative Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross Amounts of Recognized Liabilities | $ 15,759 | $ 20,444 |
Gross Amounts Offset in the Balance Sheet | 0 | 0 |
Net Amounts of Liabilities Presented in the Balance Sheet | 15,759 | 20,444 |
Gross Amounts Not Offset in the Balance Sheet, Financial Instruments Collateral | (475) | 0 |
Gross Amounts Not Offset in the Balance Sheet, Cash Collateral | 0 | 0 |
Net Amount | $ 15,284 | $ 20,444 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Schedule of Amounts Recognized in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning | $ 1,738,419 | |
Other comprehensive income (loss) | (20,334) | |
Balance, ending | 1,692,666 | |
Unrealized Income (Loss) on Derivative Instruments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance, beginning | $ (20,444) | (4,704) |
Other comprehensive income (loss) before reclassification | 3,390 | (20,593) |
Amount of loss reclassified from accumulated other comprehensive loss to net income | 2,402 | 259 |
Other comprehensive income (loss) | 5,792 | (20,334) |
Balance, ending | $ (14,652) | $ (25,038) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Loss (Schedule of Reclassifications Out of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest and other expense, net | $ (12,130) | $ (15,319) |
Interest rate swap contracts | Amounts Reclassified from Accumulated Other Comprehensive Loss to Net Income | Reclassification out of Accumulated Other Comprehensive Loss | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||
Interest and other expense, net | $ 2,402 | $ 259 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Mar. 31, 2021legalProceeding |
Commitments and Contingencies Disclosure [Abstract] | |
Number of pending legal proceedings to which the company is a party | 0 |
Subsequent Events (Distribution
Subsequent Events (Distributions) (Details) - USD ($) $ / shares in Units, $ in Thousands | May 06, 2021 | May 03, 2021 | Apr. 23, 2021 | Apr. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||||||
Cash | $ 19,170 | $ 18,890 | ||||
Issuance of common stock under the distribution reinvestment plan | $ 7,374 | $ 7,731 | ||||
Distributions declared per common share (in dollars per share) | $ 0.12 | $ 0.12 | ||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash | $ 6,449 | $ 6,669 | ||||
Issuance of common stock under the distribution reinvestment plan | 2,440 | 2,504 | ||||
Distributions payable | 8,889 | 9,173 | ||||
Class A | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 5,372 | 5,556 | ||||
Issuance of common stock under the distribution reinvestment plan | 1,524 | 1,562 | ||||
Distributions payable | 6,896 | 7,118 | ||||
Distributions declared per common share (in dollars per share) | $ 0.001369863 | $ 0.001369863 | ||||
Annualized distribution per share (in dollars per share) | 0.50 | 0.50 | ||||
Class I | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 322 | 333 | ||||
Issuance of common stock under the distribution reinvestment plan | 205 | 211 | ||||
Distributions payable | 527 | 544 | ||||
Distributions declared per common share (in dollars per share) | 0.001369863 | 0.001369863 | ||||
Annualized distribution per share (in dollars per share) | 0.50 | 0.50 | ||||
Class T | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 700 | 724 | ||||
Issuance of common stock under the distribution reinvestment plan | 650 | 668 | ||||
Distributions payable | 1,350 | 1,392 | ||||
Distributions declared per common share (in dollars per share) | 0.001131781 | 0.001131781 | ||||
Annualized distribution per share (in dollars per share) | 0.41 | 0.41 | ||||
Class T2 | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Cash | 55 | 56 | ||||
Issuance of common stock under the distribution reinvestment plan | 61 | 63 | ||||
Distributions payable | $ 116 | $ 119 | ||||
Distributions declared per common share (in dollars per share) | 0.001131781 | 0.001131781 | ||||
Annualized distribution per share (in dollars per share) | $ 0.41 | $ 0.41 | ||||
Class A, I, T and T2 shares | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of days, distribution calculation | 365 days | 365 days |
Subsequent Events (Acquisitions
Subsequent Events (Acquisitions) (Details) - USD ($) | Apr. 19, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Subsequent Event [Line Items] | |||
Proceeds from credit facility | $ 0 | $ 95,000,000 | |
Subsequent Event | Greenwood Healthcare Facility | |||
Subsequent Event [Line Items] | |||
Purchase Price | $ 25,000,000 | ||
Ownership percentage | 100.00% | ||
Proceeds from credit facility | $ 15,000,000 |
Subsequent Events (Settlement A
Subsequent Events (Settlement Agreement) (Details) - USD ($) $ in Thousands | Apr. 23, 2021 | Apr. 05, 2021 |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Proceeds from lease termination fee | $ 7,000 | $ 400 |