SILA REALTY TRUST, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
September 30, 2020
OR
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number: 000-55435
SILA REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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46-1854011
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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4890 West Kennedy Blvd., Suite 650
Tampa, FL 33609
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(813) 287-0101
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(Address of Principal Executive Offices; Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
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Carter Validus Mission Critical REIT II, Inc.
(Former name, former address or former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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||
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N/A
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N/A
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N/A
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||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
þ
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
þ
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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þ
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Smaller reporting company
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¨
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Emerging growth company
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¨
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|||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
No
þ
As of
November 6, 2020
, there were approximately
166,290,000
shares of Class A common stock,
12,603,000
shares of Class I common stock,
39,400,000
shares of Class T common stock and
3,467,000
shares of Class T2 common stock of Sila Realty Trust, Inc. outstanding.
SILA REALTY TRUST, INC.
(A Maryland Corporation)
TABLE OF CONTENTS
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Page
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PART I.
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Item 1.
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||
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Item 2.
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Item 3.
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||
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Item 4.
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PART II.
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||
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Item 1.
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||
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Item 1A.
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Item 2.
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Item 3.
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||
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Item 4.
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Item 5.
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Item 6.
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SILA REALTY TRUST, INC.
(in thousands, except share data)
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(Unaudited)
September 30, 2020 |
December 31, 2019
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||||||
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ASSETS
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|||||||
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Real estate:
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|||||||
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Land
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$
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338,340
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$
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343,444
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Buildings and improvements, less accumulated depreciation of $180,136 and $128,304, respectively
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2,366,225
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2,422,102
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|||
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Construction in progress
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19,552
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2,916
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|||
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Total real estate, net
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2,724,117
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2,768,462
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|||
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Cash and cash equivalents
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75,505
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69,342
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|||
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Acquired intangible assets, less accumulated amortization of $83,168 and $64,164, respectively
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254,433
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285,459
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|||
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Goodwill
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39,529
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—
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|||
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Right-of-use assets - operating leases
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30,168
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29,537
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|||
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Right-of-use assets - finance leases
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2,533
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—
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|||
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Notes receivable, net
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31,327
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2,700
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|||
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Other assets, net
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103,413
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84,034
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|||
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Total assets
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$
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3,261,025
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$
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3,239,534
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||||
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Liabilities:
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|||||||
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Notes payable, net of deferred financing costs of $2,027 and $2,500, respectively
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$
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452,496
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$
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454,845
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Credit facility, net of deferred financing costs of $6,343 and $7,385, respectively
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976,657
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900,615
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|||
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Accounts payable due to affiliates
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—
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9,759
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|||
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Accounts payable and other liabilities
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84,903
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45,354
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|||
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Acquired intangible liabilities, less accumulated amortization of $12,827 and $12,332, respectively
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53,657
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59,538
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Operating lease liabilities
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32,214
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31,004
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Finance lease liabilities
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2,854
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—
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|||
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Total liabilities
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1,602,781
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1,501,115
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Stockholders’ equity:
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|||||||
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Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; none issued and outstanding
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—
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—
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Common stock, $0.01 par value per share, 510,000,000 shares authorized; 234,091,351 and 231,416,123 shares issued, respectively; 221,528,870 and 221,912,714 shares outstanding, respectively
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2,215
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2,219
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Additional paid-in capital
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1,978,604
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1,981,848
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Accumulated distributions in excess of earnings
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(298,981
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)
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(240,946
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)
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Accumulated other comprehensive loss
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(23,594
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)
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(4,704
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)
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Total stockholders’ equity
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1,658,244
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1,738,417
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|||
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Noncontrolling interests
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—
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2
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|||
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Total equity
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1,658,244
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1,738,419
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|||
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Total liabilities and stockholders’ equity
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$
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3,261,025
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$
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3,239,534
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The accompanying notes are an integral part of these
condensed consolidated
financial statements.
3
SILA REALTY TRUST, INC.
(in thousands, except share data and per share amounts)
(Unaudited)
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Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||
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2020
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2019
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2020
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2019
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||||||||||||
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Revenue:
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|||||||||||||||
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Rental revenue
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$
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70,667
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$
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48,063
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$
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208,727
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$
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141,467
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|||
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Expenses:
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|||||||||||||||
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Rental expenses
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12,068
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10,740
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34,478
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30,010
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|||||||
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General and administrative expenses
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3,578
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2,239
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9,960
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5,177
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|||||||
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Internalization transaction expenses
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2,235
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—
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3,640
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—
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|||||||
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Asset management fees
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5,989
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3,540
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17,914
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10,527
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|||||||
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Depreciation and amortization
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28,249
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16,254
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80,608
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50,110
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|||||||
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Impairment loss on real estate
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—
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13,000
|
|
—
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13,000
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|
|||||||
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Total expenses
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52,119
|
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45,773
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146,600
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108,824
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|||||||
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Gain on real estate dispositions
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—
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—
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2,703
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—
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|||||||
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Income from operations
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18,548
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2,290
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64,830
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32,643
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|||||||
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Interest and other expense, net
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13,284
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11,920
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42,802
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31,648
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|||||||
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Net income (loss) attributable to common stockholders
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$
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5,264
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$
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(9,630
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)
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$
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22,028
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$
|
995
|
|
|||
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Other comprehensive income (loss):
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|||||||||||||||
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Unrealized income (loss) on interest rate swaps, net
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$
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2,584
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$
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(2,123
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)
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$
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(18,890
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)
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$
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(13,286
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)
|
|||
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Other comprehensive income (loss)
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2,584
|
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(2,123
|
)
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(18,890
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)
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(13,286
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)
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|||||||
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Comprehensive income (loss) attributable to common stockholders
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$
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7,848
|
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$
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(11,753
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)
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$
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3,138
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$
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(12,291
|
)
|
|||
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Weighted average number of common shares outstanding:
|
|||||||||||||||
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Basic
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221,346,730
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137,063,509
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221,293,405
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136,461,135
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|
|||||||
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Diluted
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221,406,461
|
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137,063,509
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221,335,874
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136,484,303
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|
|||||||
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Net income (loss) per common share attributable to common stockholders:
|
|||||||||||||||
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Basic
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$
|
0.02
|
|
$
|
(0.07
|
)
|
$
|
0.10
|
|
$
|
0.01
|
|
|||
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Diluted
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$
|
0.02
|
|
$
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(0.07
|
)
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$
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0.10
|
|
$
|
0.01
|
|
|||
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Distributions declared per common share
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$
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0.12
|
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$
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0.16
|
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$
|
0.36
|
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$
|
0.47
|
|
|||
The accompanying notes are an integral part of these
condensed consolidated
financial statements.
4
SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
|
Common Stock
|
||||||||||||||||||||||||||||||
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No. of
Shares |
Par
Value |
Additional
Paid-in Capital |
Accumulated Distributions in Excess of Earnings
|
Accumulated Other Comprehensive Loss
|
Total
Stockholders’ Equity |
Noncontrolling
Interests |
Total
Equity |
|||||||||||||||||||||||
|
Balance, June 30, 2020
|
220,865,308
|
|
$
|
2,209
|
|
$
|
1,972,886
|
|
$
|
(277,349
|
)
|
$
|
(26,178
|
)
|
$
|
1,671,568
|
|
$
|
2
|
|
$
|
1,671,570
|
|
|||||||
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Issuance of common stock under the distribution reinvestment plan
|
879,728
|
|
9
|
|
7,604
|
|
—
|
|
—
|
|
7,613
|
|
—
|
|
7,613
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|
||||||||||||||
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Vesting of restricted stock
|
8,250
|
|
—
|
|
45
|
|
—
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—
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45
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—
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45
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||||||||||||||
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Purchase of noncontrolling interest
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—
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—
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—
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—
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—
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—
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(2
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)
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(2
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)
|
||||||||||||||
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Distribution and servicing fees
|
—
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|
—
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6
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|
—
|
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—
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6
|
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—
|
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6
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|
||||||||||||||
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Repurchase of common stock
|
(224,416
|
)
|
(3
|
)
|
(1,937
|
)
|
—
|
|
—
|
|
(1,940
|
)
|
—
|
|
(1,940
|
)
|
||||||||||||||
|
Distributions to common stockholders
|
—
|
|
—
|
|
—
|
|
(26,896
|
)
|
—
|
|
(26,896
|
)
|
—
|
|
(26,896
|
)
|
||||||||||||||
|
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
2,584
|
|
2,584
|
|
—
|
|
2,584
|
|
||||||||||||||
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Net income
|
—
|
|
—
|
|
—
|
|
5,264
|
|
—
|
|
5,264
|
|
—
|
|
5,264
|
|
||||||||||||||
|
Balance, September 30, 2020
|
221,528,870
|
|
$
|
2,215
|
|
$
|
1,978,604
|
|
$
|
(298,981
|
)
|
$
|
(23,594
|
)
|
$
|
1,658,244
|
|
$
|
—
|
|
$
|
1,658,244
|
|
|||||||
|
Common Stock
|
||||||||||||||||||||||||||||||
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No. of
Shares |
Par
Value |
Additional
Paid-in Capital |
Accumulated Distributions in Excess of Earnings
|
Accumulated Other Comprehensive Loss
|
Total
Stockholders’ Equity |
Noncontrolling
Interests |
Total
Equity |
|||||||||||||||||||||||
|
Balance, December 31, 2019
|
221,912,714
|
|
$
|
2,219
|
|
$
|
1,981,848
|
|
$
|
(240,946
|
)
|
$
|
(4,704
|
)
|
$
|
1,738,417
|
|
$
|
2
|
|
$
|
1,738,419
|
|
|||||||
|
Issuance of common stock under the distribution reinvestment plan
|
2,664,728
|
|
27
|
|
23,028
|
|
—
|
|
|
23,055
|
|
—
|
|
23,055
|
|
|||||||||||||||
|
Vesting of restricted stock
|
10,500
|
|
—
|
|
102
|
|
—
|
|
|
102
|
|
—
|
|
102
|
|
|||||||||||||||
|
Purchase of noncontrolling interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
(2
|
)
|
||||||||||||||
|
Distribution and servicing fees
|
—
|
|
—
|
|
65
|
|
—
|
|
|
65
|
|
—
|
|
65
|
|
|||||||||||||||
|
Other offering costs
|
—
|
|
—
|
|
(9
|
)
|
—
|
|
|
(9
|
)
|
—
|
|
(9
|
)
|
|||||||||||||||
|
Repurchase of common stock
|
(3,059,072
|
)
|
(31
|
)
|
(26,430
|
)
|
—
|
|
|
(26,461
|
)
|
—
|
|
(26,461
|
)
|
|||||||||||||||
|
Distributions to common stockholders
|
—
|
|
—
|
|
—
|
|
(80,063
|
)
|
|
(80,063
|
)
|
—
|
|
(80,063
|
)
|
|||||||||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(18,890
|
)
|
(18,890
|
)
|
—
|
|
(18,890
|
)
|
||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
22,028
|
|
|
22,028
|
|
—
|
|
22,028
|
|
|||||||||||||||
|
Balance, September 30, 2020
|
221,528,870
|
|
$
|
2,215
|
|
$
|
1,978,604
|
|
$
|
(298,981
|
)
|
$
|
(23,594
|
)
|
$
|
1,658,244
|
|
$
|
—
|
|
$
|
1,658,244
|
|
|||||||
The accompanying notes are an integral part of these
condensed consolidated
financial statements.
5
SILA REALTY TRUST, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except share data)
(Unaudited)
|
Common Stock
|
||||||||||||||||||||||||||||||
|
No. of
Shares |
Par
Value |
Additional
Paid-in Capital |
Accumulated Distributions in Excess of Earnings
|
Accumulated Other Comprehensive Loss
|
Total
Stockholders’ Equity |
Noncontrolling
Interests |
Total
Equity |
|||||||||||||||||||||||
|
Balance, June 30, 2019
|
136,398,714
|
|
$
|
1,364
|
|
$
|
1,191,544
|
|
$
|
(184,515
|
)
|
$
|
(4,960
|
)
|
$
|
1,003,433
|
|
$
|
2
|
|
$
|
1,003,435
|
|
|||||||
|
Issuance of common stock under the distribution reinvestment plan
|
1,125,174
|
|
11
|
|
10,398
|
|
—
|
|
—
|
|
10,409
|
|
—
|
|
10,409
|
|
||||||||||||||
|
Vesting of restricted stock
|
7,500
|
|
—
|
|
18
|
|
—
|
|
—
|
|
18
|
|
—
|
|
18
|
|
||||||||||||||
|
Distribution and servicing fees
|
—
|
|
—
|
|
5
|
|
—
|
|
—
|
|
5
|
|
—
|
|
5
|
|
||||||||||||||
|
Other offering costs
|
—
|
|
—
|
|
(188
|
)
|
—
|
|
—
|
|
(188
|
)
|
—
|
|
(188
|
)
|
||||||||||||||
|
Repurchase of common stock
|
(93,045
|
)
|
(1
|
)
|
(860
|
)
|
—
|
|
—
|
|
(861
|
)
|
—
|
|
(861
|
)
|
||||||||||||||
|
Distributions to common stockholders
|
—
|
|
—
|
|
—
|
|
(21,798
|
)
|
—
|
|
(21,798
|
)
|
—
|
|
(21,798
|
)
|
||||||||||||||
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
||||||||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,123
|
)
|
(2,123
|
)
|
—
|
|
(2,123
|
)
|
||||||||||||||
|
Net loss
|
—
|
|
—
|
|
—
|
|
(9,630
|
)
|
—
|
|
(9,630
|
)
|
—
|
|
(9,630
|
)
|
||||||||||||||
|
Balance, September 30, 2019
|
137,438,343
|
|
$
|
1,374
|
|
$
|
1,200,917
|
|
$
|
(215,943
|
)
|
$
|
(7,083
|
)
|
$
|
979,265
|
|
$
|
1
|
|
$
|
979,266
|
|
|||||||
|
Common Stock
|
||||||||||||||||||||||||||||||
|
No. of
Shares |
Par
Value |
Additional
Paid-in Capital |
Accumulated Distributions in Excess of Earnings
|
Accumulated Other Comprehensive Income (Loss)
|
Total
Stockholders’ Equity |
Noncontrolling
Interests |
Total
Equity |
|||||||||||||||||||||||
|
Balance, December 31, 2018
|
136,466,242
|
|
$
|
1,364
|
|
$
|
1,192,340
|
|
$
|
(152,421
|
)
|
$
|
6,100
|
|
$
|
1,047,383
|
|
$
|
2
|
|
$
|
1,047,385
|
|
|||||||
|
Cumulative effect of accounting change
|
—
|
|
—
|
|
—
|
|
(103
|
)
|
103
|
|
—
|
|
—
|
|
—
|
|
||||||||||||||
|
Issuance of common stock under the distribution reinvestment plan
|
3,381,111
|
|
34
|
|
31,241
|
|
—
|
|
—
|
|
31,275
|
|
—
|
|
31,275
|
|
||||||||||||||
|
Vesting of restricted stock
|
9,750
|
|
—
|
|
64
|
|
—
|
|
—
|
|
64
|
|
—
|
|
64
|
|
||||||||||||||
|
Distribution and servicing fees
|
—
|
|
—
|
|
99
|
|
—
|
|
—
|
|
99
|
|
—
|
|
99
|
|
||||||||||||||
|
Other offering costs
|
—
|
|
—
|
|
(477
|
)
|
—
|
|
—
|
|
(477
|
)
|
—
|
|
(477
|
)
|
||||||||||||||
|
Repurchase of common stock
|
(2,418,760
|
)
|
(24
|
)
|
(22,350
|
)
|
—
|
|
—
|
|
(22,374
|
)
|
—
|
|
(22,374
|
)
|
||||||||||||||
|
Distributions to common stockholders
|
—
|
|
—
|
|
—
|
|
(64,414
|
)
|
—
|
|
(64,414
|
)
|
—
|
|
(64,414
|
)
|
||||||||||||||
|
Distributions to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
||||||||||||||
|
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(13,286
|
)
|
(13,286
|
)
|
—
|
|
(13,286
|
)
|
||||||||||||||
|
Net income
|
—
|
|
—
|
|
—
|
|
995
|
|
—
|
|
995
|
|
—
|
|
995
|
|
||||||||||||||
|
Balance, September 30, 2019
|
137,438,343
|
|
$
|
1,374
|
|
$
|
1,200,917
|
|
$
|
(215,943
|
)
|
$
|
(7,083
|
)
|
$
|
979,265
|
|
$
|
1
|
|
$
|
979,266
|
|
|||||||
The accompanying notes are an integral part of these
condensed consolidated
financial statements.
6
SILA REALTY TRUST, INC.
(in thousands)
(Unaudited)
|
|
Nine Months Ended
September 30, |
||||||
|
|
2020
|
2019
|
|||||
|
Cash flows from operating activities:
|
|||||||
|
Net income attributable to common stockholders
|
$
|
22,028
|
|
$
|
995
|
|
|
|
Adjustments to reconcile net income attributable to common stockholders to net cash provided by operating activities:
|
|||||||
|
Depreciation and amortization
|
80,607
|
|
50,110
|
|
|||
|
Amortization of deferred financing costs
|
2,883
|
|
1,876
|
|
|||
|
Amortization of above-market leases
|
1,983
|
|
467
|
|
|||
|
Amortization of below-market leases
|
(6,050
|
)
|
(3,905
|
)
|
|||
|
Amortization of origination fee
|
96
|
|
—
|
|
|||
|
Reduction in the carrying amount of right-of-use assets - operating leases, net
|
701
|
|
365
|
|
|||
|
Reduction in the carrying amount of right-of-use assets - finance lease, net
|
1
|
|
—
|
|
|||
|
Gain on real estate disposition
|
(2,703
|
)
|
—
|
|
|||
|
Impairment loss on real estate
|
—
|
|
13,000
|
|
|||
|
Straight-line rent
|
(16,146
|
)
|
(8,440
|
)
|
|||
|
Stock-based compensation
|
102
|
|
64
|
|
|||
|
Changes in operating assets and liabilities:
|
|||||||
|
Accounts payable and other liabilities
|
1,745
|
|
(316
|
)
|
|||
|
Accounts payable due to affiliates
|
(3,350
|
)
|
(150
|
)
|
|||
|
Other assets
|
(1,293
|
)
|
(1,526
|
)
|
|||
|
Net cash provided by operating activities
|
80,604
|
|
52,540
|
|
|||
|
Cash flows from investing activities:
|
|||||||
|
Investment in real estate
|
(16,064
|
)
|
(69,830
|
)
|
|||
|
Investment in the Internalization Transaction
|
(25,000
|
)
|
—
|
|
|||
|
Proceeds from real estate disposition
|
6,125
|
|
—
|
|
|||
|
Capital expenditures
|
(21,251
|
)
|
(6,978
|
)
|
|||
|
Payments of deal costs
|
(126
|
)
|
(1,016
|
)
|
|||
|
Real estate deposit
|
600
|
|
—
|
|
|||
|
Net cash used in investing activities
|
(55,716
|
)
|
(77,824
|
)
|
|||
|
Cash flows from financing activities:
|
|||||||
|
Payments on notes payable
|
(2,822
|
)
|
(1,280
|
)
|
|||
|
Proceeds from credit facility
|
140,000
|
|
85,000
|
|
|||
|
Payments on credit facility
|
(65,000
|
)
|
—
|
|
|||
|
Payments of deferred financing costs
|
(622
|
)
|
(1,385
|
)
|
|||
|
Repurchase of common stock
|
(26,461
|
)
|
(22,374
|
)
|
|||
|
Offering costs on issuance of common stock
|
(2,384
|
)
|
(2,825
|
)
|
|||
|
Distributions to common stockholders
|
(57,321
|
)
|
(33,329
|
)
|
|||
|
Distributions to noncontrolling interests
|
—
|
|
(1
|
)
|
|||
|
Purchase of noncontrolling interests
|
(2
|
)
|
—
|
|
|||
|
Net cash (used in) provided by financing activities
|
(14,612
|
)
|
23,806
|
|
|||
|
Net change in cash, cash equivalents and restricted cash
|
10,276
|
|
(1,478
|
)
|
|||
|
Cash, cash equivalents and restricted cash - Beginning of period
|
80,230
|
|
79,527
|
|
|||
|
Cash, cash equivalents and restricted cash - End of period
|
$
|
90,506
|
|
$
|
78,049
|
|
|
|
Supplemental cash flow disclosure:
|
|||||||
|
Interest paid, net of interest capitalized of $463 and $69, respectively
|
$
|
42,103
|
|
$
|
30,248
|
|
|
|
Supplemental disclosure of non-cash transactions:
|
|||||||
|
Common stock issued through distribution reinvestment plan
|
$
|
23,055
|
|
$
|
31,275
|
|
|
|
Credit facility revolving loan to term loan conversion
|
$
|
—
|
|
$
|
30,000
|
|
|
|
Accrued capital expenditures
|
$
|
1,186
|
|
$
|
—
|
|
|
|
Accrued deal costs
|
$
|
13
|
|
$
|
1,966
|
|
|
|
Deferred internalization transaction purchase price
|
$
|
14,674
|
|
$
|
—
|
|
|
|
Right-of-use assets in exchange for lease liability - operating leases
|
$
|
1,060
|
|
$
|
—
|
|
|
|
Right-of-use assets in exchange for lease liability - finance lease
|
$
|
2,854
|
|
$
|
—
|
|
|
|
Origination of note receivable related to real estate disposition
|
$
|
28,000
|
|
$
|
—
|
|
|
The accompanying notes are an integral part of these
condensed consolidated
financial statements.
7
SILA REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2020
Note 1—
Organization and Business Operations
Sila Realty Trust, Inc., formerly known as Carter Validus Mission Critical REIT II, 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. Substantially all of the Company’s business is conducted through Sila Realty Operating Partnership, LP f/k/a Carter Validus Operating Partnership II, 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, the Company’s current
76
employees, 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 will no longer pay 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, f/k/a Carter Validus Mission Critical REIT II, 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.
On September 30, 2020, Articles of Amendment changing the Company’s name from “Carter Validus Mission Critical REIT II, Inc.” to “Sila Realty Trust, Inc.” were filed and accepted for record by the State Department of Assessment and Taxation of the State of Maryland, and thereby became effective as part of the Company’s charter.
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. During the nine months ended September 30, 2020, the Company acquired
two
real estate properties and sold
one
real estate property. See
Note 4—"Acquisitions and Dispositions"
for additional information. As of
September 30, 2020
, 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.
Note 2—
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
8
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 and nine months
ended
September 30, 2020
, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.
The condensed consolidated balance sheet at December 31, 2019, 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, 2019, and related notes thereto set forth in the Company’s Annual Report on Form 10-K, filed with the SEC on March 27, 2020.
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 9—"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):
|
Nine Months Ended
September 30, |
||||||||
|
2020
|
2019
|
|||||||
|
Beginning of period:
|
||||||||
|
Cash and cash equivalents
|
69,342
|
|
68,360
|
|
||||
|
Restricted cash
|
10,888
|
|
11,167
|
|
||||
|
Cash, cash equivalents and restricted cash
|
$
|
80,230
|
|
$
|
79,527
|
|
||
|
End of period:
|
||||||||
|
Cash and cash equivalents
|
75,505
|
|
67,969
|
|
||||
|
Restricted cash
|
15,001
|
|
10,080
|
|
||||
|
Cash, cash equivalents and restricted cash
|
$
|
90,506
|
|
$
|
78,049
|
|
||
Allocation of Purchase Price of Real Estate
Upon the acquisition of real properties, the Company evaluates whether the acquisition is a business combination or an asset acquisition. For both business combinations and asset acquisitions we allocate the purchase price of properties to acquired tangible assets, consisting of land, buildings and improvements, and acquired intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase price using a relative fair value method allocating all accumulated costs. For business combinations, the Company expenses transaction costs incurred and allocates the purchase price based on the estimated fair value of each separately identifiable asset and liability. During the nine months ended September 30, 2020, the
9
Company acquired
two
real estate properties that were determined to be asset acquisitions and closed on the Internalization Transaction that was determined to be a business combination. See
Note 3—"Internalization Transaction"
and
Note 4—"Acquisitions and Dispositions"
for additional information. Acquisition fees and costs associated with transactions determined to be asset acquisitions are capitalized in
total real estate, net
, and acquired intangible assets and acquired intangible liabilities in the accompanying
condensed consolidated balance sheets
. Transaction costs associated with the Internalization Transaction are expensed and recorded in
internalization transaction expenses
in the accompanying
condensed consolidated statements of comprehensive income (loss)
.
The fair values of the tangible assets of an acquired property (which includes land, buildings and improvements) are determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land and buildings and improvements based on management’s determination of the relative fair value of these assets. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, management includes real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market conditions.
The fair values of above-market and below-market in-place leases are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) an estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease including any fixed rate bargain renewal periods, with respect to a below-market lease. The above-market and below-market lease values are capitalized as intangible lease assets or liabilities. Above-market lease values are amortized as an adjustment of rental revenue over the remaining terms of the respective leases. Below-market leases are amortized as an adjustment of rental revenue over the remaining terms of the respective leases, including any fixed rate bargain renewal periods. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above-market and below-market in-place lease values related to that lease would be recorded as an adjustment to rental revenue.
The fair values of in-place leases include an estimate of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. Direct costs associated with obtaining a new tenant include commissions, tenant improvements, and other direct costs and are estimated based on management’s consideration of current market costs to execute a similar lease. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are amortized to depreciation and amortization expense over the remaining terms of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.
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 and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets 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, the expected number of months it takes to re-lease the property, 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 and related 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 and related assets.
10
Impairment of Real Estate
During the
three and nine months
ended
September 30, 2020
,
no
impairment losses were recorded on real estate assets.
During the three and nine months ended September 30, 2019, real estate assets related to
one
healthcare property were determined to be impaired due to a tenant of the property, which was experiencing financial difficulty, vacating its space, and a second tenant indicating its desire to terminate its lease early, which the Company determined would be consistent with its strategic plans for the property. On November 8, 2019, the Company terminated the lease with the second tenant. The aggregate carrying amount of the assets of
$40,266,000
exceeded their fair value. The carrying value of the property was reduced to its estimated fair value of
$27,266,000
, resulting in an impairment charge of
$13,000,000
, which is included in impairment loss on real estate in the
condensed consolidated statements of comprehensive income (loss)
.
Impairment of Acquired Intangible Assets and Acquired Intangible Liabilities
During the
three months
ended
September 30, 2020
, the Company recognized an impairment of
one
in-place lease intangible asset in the amount of approximately
$3,189,000
, by accelerating the amortization of the acquired intangible asset related to a tenant in a data center property of the Company 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. During the
nine months
ended
September 30, 2020
, the Company recognized impairments of
two
in-place lease intangible assets in the amount of approximately
$4,673,000
and
one
above-market lease intangible asset in the amount of approximately
$344,000
, by accelerating the amortization of the acquired intangible assets. Of
$4,673,000
in-place lease intangible assets written off,
$3,189,000
related to the tenant of the data center property discussed above and
$1,484,000
related to
one
healthcare tenant of the Company that was experiencing financial difficulties and vacated the property on June 19, 2020.
During the three and nine months ended September 30, 2020, the Company wrote off
one
below-market lease intangible liability in the amount of approximately
$1,974,000
, by accelerating the amortization of the acquired intangible liability related to
one
tenant of the data center property discussed above.
During the
three and nine months
ended
September 30, 2019
, the Company recognized impairments of in-place lease intangible assets in the amount of approximately
$537,000
and
$3,195,000
, respectively, by accelerating the amortization of the acquired intangible assets related to
two
tenants in the healthcare property discussed above.
During the
three and nine months
ended
September 30, 2019
, the Company wrote off
one
below-market lease intangible liability in the amount of approximately
$212,000
, by accelerating the amortization of the acquired intangible liability related to
one
tenant in the healthcare property discussed above.
Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts
Effective January 1, 2018, the Company recognizes non-rental related revenue in accordance with Accounting Standards Codification, or 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, minimum 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 income 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, is recognized when the services are provided and the performance obligations are satisfied.
Prior to the adoption of ASC 842, tenant receivables and straight-line rent receivables were carried net of the provision for credit losses. The provision for credit losses was established for estimated losses resulting from the inability of certain tenants to meet the contractual obligations under their lease agreements. The Company’s determination of the adequacy of these provisions was based primarily upon evaluations of historical loss experience, the tenant’s financial condition, security deposits, letters of credit, lease guarantees, current economic conditions and other relevant factors. Effective January 1, 2019, upon adoption of ASC 842, the Company is no longer recording a provision for credit losses but is, instead, assessing whether or not it is probable that the Company will collect all or substantially all of the remaining lease payments under the term of the lease.
11
Where 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. During the three months ended September 30, 2020 and 2019, the Company recorded
$118,000
and
$85,000
, respectively, as a reduction in rental revenue in the accompanying condensed consolidated statements of comprehensive income (loss). During the nine months ended September 30, 2020 and 2019, the Company recorded
$118,000
and
$655,000
, respectively, as a reduction rental revenue in the accompanying condensed consolidated statements of comprehensive income (loss).
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. The Company's reporting unit represents each individual operating real estate property. 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. The Company will evaluate goodwill for impairment when an event occurs or circumstances change that indicate the carrying value may not be recoverable, or at least annually. The Company will evaluate 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. The Company will adopt an annual goodwill testing date during the fourth quarter of 2020. See
Note 3—"Internalization Transaction"
for details.
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)
.
During the
nine months
ended September 30, 2020, in connection with the sale of a healthcare property, a wholly-owned subsidiary of the Company issued a note receivable in the principal amount of
$28,000,000
. See
Note 8—"Notes Receivable, Net"
for further discussion.
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. See "
Recently Adopted Accounting Pronouncements
-
Measurement of Credit Losses on Financial Instruments" section below for further discussion.
Concentration of Credit Risk and Significant Leases
As of
September 30, 2020
, 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
September 30, 2020
, the Company owned real estate investments in
two
micropolitan statistical areas and
68
metropolitan statistical areas, or MSAs,
two
MSAs of which accounted for 10.0% or more of rental revenue. Real estate investments located in the
Atlanta-Sandy Springs-Roswell, Georgia MSA
and the
Houston-The Woodlands-Sugar Land, Texas MSA
accounted for
12.7%
and
10.2%
, respectively, of rental revenue for the
nine months
ended
September 30, 2020
.
As of
September 30, 2020
, the Company had
one
exposure to tenant concentration that accounted for 10.0% or more of rental revenue for the
nine months
ended
September 30, 2020
. The leases with tenants under common control of
Post Acute Medical, LLC
accounted for
10.1%
of rental revenue for the
nine months
ended
September 30, 2020
.
Share Repurchase Program
The Company’s share repurchase program, or SRP, allows for repurchases of shares of the Company’s common stock when certain criteria are met. The SRP provides that all repurchases during any calendar year, including those redeemable upon death or a Qualifying Disability of a stockholder, are limited to those that can be funded with equivalent proceeds raised from
12
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 are at the sole discretion of the Company’s board of directors, provided, however, that the Company will 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 is generally available to any stockholder as a potential means of interim liquidity. In addition, the Company’s board of directors, in its sole discretion, may suspend (in whole or in part) the SRP at any time, and may amend, reduce, terminate or otherwise change the SRP upon
30
days' prior notice to the Company’s stockholders for any reason it deems appropriate.
The Company generally honors valid repurchase requests approximately 30 days following the end of the applicable quarter. The Company reached the DRIP funding limitation, and was not able to fully accommodate all repurchase requests for the second quarter repurchase date of 2020, which was April 30, 2020. See Part II, Item 2. "Unregistered Sales of Equity Securities" for further information for the second quarter repurchase date of 2020.
On
April 30, 2020
, due to the uncertainty surrounding the ongoing coronavirus, or COVID-19, pandemic and any impact it may have on the Company, the Company's board of directors decided to temporarily suspend share repurchases under the SRP, effe
ctive wit
h repurchase requests that would otherwise be processed on the third quarter repurchase date of 2020, which was
July 30, 2020
. However, the Company continues to process repurchases due to death in accordance with the terms of its SRP. See Part II, Item 2. "Unregistered Sales of Equity Securities" for more information on the Company's SRP.
Effective as of the closing of the Internalization Transaction, the Operating Partnership redeemed the limited partner interest held by the Former Advisor for an aggregate purchase price of approximately
$2,000
. Additionally, the Company repurchased
29,362
Class A shares of common stock held by Carter Validus REIT Management Company II, LLC, the Former Sponsor, for an aggregate purchase price of approximately
$254,000
(an average of
$8.65
per share).
During the
nine months
ended
September 30, 2020
, the Company repurchased
3,059,072
Class A shares, Class I shares, Class T shares and Class T2 shares of common stock (
2,382,166
Class A shares,
395,334
Class I shares,
258,550
Class T shares and
23,022
Class T2 shares)
for an aggregate purchase price of approximately
$26,461,000
(an average of
$8.65
per share).
During the
nine months
ended
September 30, 2019
, the Company repurchased
2,418,760
Class A shares, Class I shares, Class T shares and Class T2 shares of common stock (
1,816,319
Class A shares,
189,947
Class I shares,
407,095
Class T shares and
5,399
Class T2 shares) for an aggregate purchase price of approximately
$22,374,000
(an average of
$9.25
per share).
Distribution Policy and Distributions Payable
In order to maintain its status as a REIT, the Company is required to make distributions each taxable year equal to at least 90% of its REIT taxable income, computed without regard to the dividends paid deduction and excluding capital gains. To the extent funds are available, the Company intends to continue to pay regular distributions to stockholders. Distributions are paid to stockholders of record as of the applicable record dates. Distributions are payable to stockholders from legally available funds therefor.
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 uses the straight-line method to recognize expenses for service awards with graded vesting. The Company's board of directors has authorized a total of
5,000,000
Class A shares of common stock for issuance under the A&R Incentive Plan on a fully diluted basis at any time. On March 6, 2020, the Company's board of directors determined to revise the amounts of restricted Class A shares of common stock the independent directors are entitled to receive each year. On July 1, 2020, the Company granted each independent director
$60,000
in restricted shares of Class A common stock. Restricted shares of Class A common stock issued to the Company’s independent directors in July 2020 will vest over a
three
-year period following the first anniversary of the date of grant in increments of
33.34%
per annum.
The Company’s board of directors determined that, effective upon the closing of the Internalization Transaction, the independent directors are entitled to receive
$70,000
each year in restricted shares of Class A common stock of the Company at the most recently determined estimated net asset value per share (was prorated through June 30, 2021), which were issued pursuant to the Company’s A&R Incentive Plan. Restricted shares of Class A common stock issued to the independent directors will vest over a
one
-year period.
On October 1, 2020, the Company granted each independent director
$7,500
in restricted shares of Class A common stock, which will vest over a
one
-year period.
13
Executive Awards
Concurrently with, and as a condition to the execution and delivery of the Purchase Agreement on July 28, 2020, the Company entered into an employment agreement with each of Michael A. Seton and Kay C. Neely, or the Executives, pursuant to which Mr. Seton and Ms. Neely shall serve from and after the closing of the Internalization Transaction as the Company’s Chief Executive Officer and Chief Financial Officer, respectively. Such employment agreements became effective on September 30, 2020.
Subject to each Executive’s continued employment through the grant date, in the first quarter of calendar year 2021, each Executive will receive an award of time-based restricted shares of Class A common stock, or the Time-Based 2021 Award, and an award of performance-based restricted stock units, or the Performance-Based 2021 Award, and together with the Time-Based 2021 Award, the “2021 Awards”, each to be granted under and subject to the terms of the Company’s A&R Incentive Plan and award agreements. In the case of Mr. Seton, the combined value of the shares of the Company’s common stock underlying the 2021 Awards on the grant date will be
$1,800,000
, with
50%
of the grant date value of the 2021 Awards consisting of the Performance-Based 2021 Award and
50%
consisting of the Time-Based 2021 Award. In the case of Ms. Neely, the combined value of the shares of the Company’s common stock underlying the 2021 Awards will be
$700,000
, with
50%
of the grant date value of the 2021 Awards consisting of the Performance-Based 2021 Award and
50%
consisting of the Time-Based 2021 Award. The performance objectives and other terms and conditions of the Performance-Based 2021 Award will be determined by the Company's compensation committee, which was established and effective upon the closing of the Internalization Transaction. The Time-Based 2021 Award will vest ratably over
four years
following the grant date, subject to the Executive’s continued employment through the applicable vesting dates, with certain exceptions.
On October 1, 2020, Mr. Seton and Ms. Neely received a grant of
231,214
and
115,607
time-based restricted shares of Class A common stock, respectively, with a grant date fair value of
$2,000,000
and
$1,000,000
, respectively, which, subject to the Executive’s continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of the Company’s stock on a nationally recognized stock exchange or an underwritten public offering of the Company’s stock). The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
Additionally, on October 1, 2020, the Company granted one-time awards of approximately
206,936
restricted shares of Class A common stock to certain employees at the most recent estimated net asset value per share of
$8.65
. The granted shares will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” defined above. The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
Earnings Per Share
The Company calculates basic earnings per share by dividing
net income (loss) 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 give rise to potentially dilutive shares of common stock. During the
three and nine months
ended
September 30, 2020
, diluted earnings per share reflected the effect of approximately
60,000
and
42,000
of non-vested shares of restricted common stock that were outstanding as of each period, respectively. During the three months ended September 30, 2019, diluted earnings per share was computed the same as basic earnings per share because the Company recorded a net loss attributable to common stockholders, which would make potentially dilutive shares related to non-vested shares of restricted common stock, antidilutive. During the nine months ended September 30, 2019, diluted earnings per share reflected the effect of approximately
23,000
of non-vested shares of restricted common stock that were outstanding as of such period.
Reportable Segments
ASC, 280,
Segment Reporting
, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. As of
September 30, 2020
and
December 31, 2019
, the Company operated through
two
reportable business segments- real estate investments in data centers and healthcare. With the continued expansion of the Company’s portfolio, 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 13—"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
14
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 Accounting Standards Update, or 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 15—"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. In response, some tenants are seeking rent concessions, including decreased rent and rent deferrals for COVID-19 affected periods. 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 the COVID-19 crisis 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 t
o account for any rent concessions as if they were part of the enforceable rights and obligations under the existing lease.
During the nine months ended September 30, 2020, the Company granted rent deferrals to a certain number of tenants impacted by COVID-19 with immaterial impact to the Company's condensed consolidated financial statements and no impact on the collectability of tenant receivables over their respective term of the lease. During the nine months ended September 30, 2020, the Company entered into
30
rent concessions and lease modifications impacted by COVID-19 and collected approximately
98%
of rental revenue originally contracted for such period.
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
September 30, 2020
.
Measurement of Credit Losses on Financial Instruments
On January 1, 2020, the Company adopted ASU 2016-13,
Financial Instruments-Credit Losses
, or ASU 2016-13. ASU 2016-13 requires a new model for estimating credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities and net investments in direct financing leases, among other financial instruments. Other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the estimated credit loss model have some amount of credit loss reserve. The reserve is to reflect the GAAP principal underlying the estimated credit loss model that all loans, debt securities, and similar assets have an inherent risk of loss, regardless of credit quality, subordinate capital or other mitigating factors. ASU 2016-13 also expands the disclosure requirements regarding an entity’s assumptions, models and methods for estimating the allowance for credit losses. The new model for estimated credit losses is applicable to the Company's notes receivable and tenant reimbursements related to the finance lease. The standard does not apply to receivables arising from operating leases, which are within the scope of ASC 842,
Leases
. The adoption of ASU 2016-13 did not have any impact to the Company’s consolidated financial statements.
15
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 nine months ended
September 30, 2020
, 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 condensed consolidated financial position or results of operations.
16
Note 3—
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 is 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 anticipates that the Internalization Transaction will provide 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
will be due and payable on March 31, 2021, and (iii)
$7,500,000
will be due and payable on March 31, 2022.
Concurrently with, and as a condition to the execution and delivery of the Purchase Agreement, the Company entered into an employment agreement with each of Michael A. Seton and Kay C. Neely, pursuant to which Mr. Seton and Ms. Neely shall serve from and after the closing as the Company’s Chief Executive Officer and Chief Financial Officer, respectively. Such employment agreements were effective at and upon the Closing.
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):
|
September 30, 2020
|
|||
|
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
|
|
17
Pro Forma Financial Information
Assuming the Internalization Transaction had occurred on January 1, 2019, 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, unaudited):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
Pro forma basis:
|
|||||||||||||||
|
Revenues
|
$
|
70,667
|
|
$
|
48,063
|
|
$
|
208,727
|
|
$
|
141,467
|
|
|||
|
Net income (loss) attributable to common stockholders
|
$
|
12,879
|
|
$
|
(8,171
|
)
|
$
|
42,175
|
|
$
|
6,560
|
|
|||
|
Net income (loss) per common share attributable to common stockholders:
|
|||||||||||||||
|
Basic
|
$
|
0.06
|
|
$
|
(0.06
|
)
|
$
|
0.19
|
|
$
|
0.05
|
|
|||
|
Diluted
|
$
|
0.06
|
|
$
|
(0.06
|
)
|
$
|
0.19
|
|
$
|
0.05
|
|
|||
The condensed pro forma financial statements for the three and nine months ended September 30, 2020 and 2019 include pro forma adjustments related to the Internalization Transaction during 2019 and 2020. The pro forma information for the three and nine months ended September 30, 2020 was adjusted to exclude approximately
$2,235,000
and
$3,640,000
, respectively, 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 2019, nor is it necessarily indicative of future operating results.
18
Note 4—
Acquisitions and Dispositions
2020 Real Estate Property Acquisitions
During the
nine months
ended
September 30, 2020
, the Company purchased
two
real estate properties, or the 2020 Acquisitions, both of which were determined to be asset acquisitions. Upon the completion of each 2020 Acquisition, the Company allocated the purchase price of the real estate properties to acquired tangible assets, consisting of land, buildings and improvements and tenant improvements, acquired intangible assets, consisting of in-place leases, and acquired intangible liabilities, consisting of ground lease liabilities and below-market leases, based on the relative fair value method of allocating all accumulated costs.
The following table summarizes the consideration transferred for the 2020 Acquisitions during the
nine months
ended
September 30, 2020
:
|
Property Description
|
Date Acquired
|
Ownership Percentage
|
Purchase Price
(amounts in thousands) |
|||||
|
Grimes Healthcare Facility
|
02/19/2020
|
100%
|
$
|
5,030
|
|
|||
|
Tampa Healthcare Facility
|
09/08/2020
|
100%
|
11,047
|
|
||||
|
Total
|
$
|
16,077
|
|
|||||
The following table summarizes the Company's purchase price allocation of the 2020 Acquisitions during the
nine months
ended
September 30, 2020
(amounts in thousands):
|
Total
|
||||
|
Land
|
$
|
831
|
|
|
|
Buildings and improvements
|
13,524
|
|
||
|
Tenant improvements
|
463
|
|
||
|
In-place leases
|
1,748
|
|
||
|
Right-of-use assets - finance lease
|
2,534
|
|
||
|
Total assets acquired
|
19,100
|
|
||
|
Finance lease liabilities
|
(2,854
|
)
|
||
|
Below-market leases
|
(169
|
)
|
||
|
Total liabilities acquired
|
(3,023
|
)
|
||
|
Net assets acquired
|
$
|
16,077
|
|
|
Acquisition fees and costs associated with transactions determined to be asset acquisitions are capitalized. The Company capitalized acquisition fees and costs of approximately
$252,000
related to the 2020 Acquisitions, which are included in the Company's allocation of the real estate acquisition presented above. The total amount of all acquisition fees and costs is limited to
6.0%
of the contract purchase price of a property, unless the Company’s board of directors determines a higher transaction fee to be commercially competitive, fair and reasonable to the Company. The contract purchase price is the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a property exclusive of acquisition fees and costs. During the
nine months
ended
September 30, 2020
, acquisition fees and costs did not exceed
6.0%
of the contract purchase price of the 2020 Acquisitions during such period.
2020 Real Estate Property Disposition and Origination of Note Receivable
On May 28, 2020, the Company sold
one
healthcare property, the San Antonio Healthcare Facility II, for an aggregate sale price of
$35,000,000
, which generated net proceeds of
$6,125,000
, or the 2020 Disposition. The Company recognized an aggregate gain on sale of
$2,703,000
, in gain on real estate disposition in the
condensed consolidated statements of comprehensive income (loss)
for the nine months ended
September 30, 2020
. The sale price of
$35,000,000
consisted of
$7,000,000
cash and a
$28,000,000
investment in note receivable. See
Note 8—"Notes Receivable, Net"
for additional information.
19
Note 5—
Acquired Intangible Assets, Net
Acquired intangible assets, net, consisted of the following as of
September 30, 2020
and
December 31, 2019
(amounts in thousands, except weighted average remaining life amounts):
|
|
September 30, 2020
|
December 31, 2019
|
|||||
|
In-place leases, net of accumulated amortization of $79,650 and $62,252, respectively (with a weighted average remaining life of 10.0 years and 10.4 years, respectively)
|
$
|
238,388
|
|
$
|
266,856
|
|
|
|
Above-market leases, net of accumulated amortization of $3,518 and $1,912, respectively (with a weighted average remaining life of 10.1 years and 10.5 years, respectively)
|
16,045
|
|
18,603
|
|
|||
|
$
|
254,433
|
|
$
|
285,459
|
|
||
The aggregate weighted average remaining life of the acquired intangible assets was
10.0 years
and
10.4 years
as of
September 30, 2020
and
December 31, 2019
, respectively.
Amortization of the acquired intangible assets was
$11,163,000
and
$5,644,000
for the
three months
ended
September 30, 2020
and
2019
, respectively. Amortization of the acquired intangible assets was
$29,964,000
and
$18,539,000
for the
nine months
ended
September 30, 2020
and
2019
, respectively. Of the
$11,163,000
recorded for the three months ended September 30, 2020,
$3,189,000
was attributable to accelerated amortization due to the impairment of
one
in-place lease intangible asset. Of the
$29,964,000
recorded for the nine months ended
September 30, 2020
,
$5,017,000
was attributable to accelerated amortization due to the impairment of
two
in-place lease intangible assets and
one
above-market lease intangible asset. Of the
$5,644,000
and
$18,539,000
recorded for the
three and nine months
ended
September 30, 2019
, respectively,
$537,000
and
$3,195,000
, respectively, was attributable to accelerated amortization due to the impairment of
two
in-place lease intangible assets. Amortization of the in-place leases is included in depreciation and amortization and amortization of the above-market leases is recorded as an adjustment to rental revenue in the accompanying
condensed consolidated statements of comprehensive income (loss)
.
Note 6—
Acquired Intangible Liabilities, Net
Acquired intangible liabilities, net, consisted of the following as of
September 30, 2020
and
December 31, 2019
(amounts in thousands, except weighted average remaining life amounts):
|
September 30, 2020
|
December 31, 2019
|
||||||
|
Below-market leases, net of accumulated amortization of $12,827 and $12,332, respectively (with a weighted average remaining life of 16.4 years and 16.1 years, respectively)
|
$
|
53,657
|
|
$
|
59,538
|
|
|
Amortization of the below-market leases was
$3,293,000
and
$1,441,000
for the
three months
ended
September 30, 2020
and
2019
, respectively, and
$6,050,000
and
$3,905,000
for the
nine months
ended
September 30, 2020
and
2019
, respectively. Of the
$3,293,000
and
$6,050,000
recorded for the three and nine months ended September 30, 2020, respectively,
$1,974,000
was attributable to accelerated amortization of a below-market lease intangible liability. Of the
$1,441,000
and
$3,905,000
recorded for the three and nine months ended September 30, 2019, respectively,
$212,000
was attributable to accelerated amortization of a below-market lease intangible liability. Amortization of below-market leases is recorded as an adjustment to rental revenue in the accompanying
condensed consolidated statements of comprehensive income (loss)
.
20
Note 7—
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
September 30, 2020
, including optional renewal periods, for the
three months
ending December 31, 2020, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):
|
Year
|
Amount
|
|||
|
Three months ending December 31, 2020
|
$
|
54,645
|
|
|
|
2021
|
224,360
|
|
||
|
2022
|
231,872
|
|
||
|
2023
|
234,526
|
|
||
|
2024
|
230,762
|
|
||
|
Thereafter
|
1,642,130
|
|
||
|
Total
(1)
|
$
|
2,618,295
|
|
|
|
(1)
|
The total future rent amount of
$2,618,295,000
includes approximately
$54,440,000
in rent to be received in connection with
two
leases executed as of December 31, 2019, at
two
development properties with estimated lease start dates of
December 1, 2020
and
March 1, 2021
.
|
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.
In connection with the Internalization Transaction on September 30, 2020, the Company acquired the Corporate Lease, with an operating lease liability of
$1,060,000
. The Corporate Lease of
24,555
square feet of office space expires on
January 21, 2022
.
The Company incurred operating lease costs associated with its ground operating leases of
$642,000
and
$271,000
for the
three months
ended
September 30, 2020
and 2019, respectively, and
$1,926,000
and
$766,000
for the
nine months
ended
September 30, 2020
and 2019, respectively, 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
$127,000
for incurred operating lease costs for the
three months
ended
September 30, 2020
and 2019, respectively, and
$1,202,000
and
$380,000
for the
nine months
ended
September 30, 2020
and 2019, respectively. The tenant reimbursements for ground leases are recorded as rental revenue 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 and nine months ended
September 30, 2020
.
21
The future rent payments, discounted by the Company's incremental borrowing rates, under non-cancellable operating leases, as of
September 30, 2020
, for the
three months
ending December 31, 2020, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):
|
Year
|
Amount
|
|||
|
Three months ending December 31, 2020
|
$
|
613
|
|
|
|
2021
|
2,464
|
|
||
|
2022
|
1,682
|
|
||
|
2023
|
1,638
|
|
||
|
2024
|
1,687
|
|
||
|
Thereafter
|
136,719
|
|
||
|
Total undiscounted rental payments
|
144,803
|
|
||
|
Less imputed interest
|
(112,589
|
)
|
||
|
Total operating lease liabilities
|
$
|
32,214
|
|
|
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 September 30, 2020, 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
48.3 years
and
50.7 years
as of
September 30, 2020
and
December 31, 2019
, respectively.
Finance Leases
During the three and nine months ended September 30, 2020, the Company entered into
one
non-cancellable ground lease agreement for an aggregate present value of future rent payments of
$2,854,000
. The ground lease obligations generally require fixed annual rental payments and may also include escalation clauses. The lease represents 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
$1,000
for the three and nine months ended September 30, 2020, 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
$10,000
for the three and nine months ended September 30, 2020, and is recorded as interest and other expense, net, in the
condensed consolidated statements of comprehensive income (loss)
.
The future rent payments, discounted by the Company's incremental borrowing rates, under non-cancellable finance leases, as of
September 30, 2020
, for the
three months
ending December 31, 2020, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):
|
Year
|
Amount
|
|||
|
Three months ending December 31, 2020
|
$
|
37
|
|
|
|
2021
|
147
|
|
||
|
2022
|
147
|
|
||
|
2023
|
147
|
|
||
|
2024
|
152
|
|
||
|
Thereafter
|
7,264
|
|
||
|
Total undiscounted rental payments
|
7,894
|
|
||
|
Less imputed interest
|
(5,040
|
)
|
||
|
Total finance lease liabilities
|
$
|
2,854
|
|
|
As of September 30, 2020, the Company's IBR for its finance lease was
5.3%
and a remaining lease term of
43.7 years
.
22
Note 8—
Notes Receivable, Net
As of
September 30, 2020
, the Company had
two
notes receivable outstanding in the amount of
$31,327,000
secured by real estate properties.
The following summarizes the notes receivable balances as of
September 30, 2020
and
December 31, 2019
:
|
September 30, 2020
|
December 31, 2019
|
Interest Rate
(1)
|
Maturity Date
|
||||||||
|
Note receivable
|
$
|
2,700
|
|
$
|
2,700
|
|
6.0%
|
11/05/2020
|
|||
|
Note receivable
|
28,627
|
|
—
|
|
7.0%
|
06/01/2022
|
|||||
|
Total notes receivable
|
$
|
31,327
|
|
$
|
2,700
|
|
|||||
|
|
|
(1)
|
As of
September 30, 2020
.
|
As described in
Note 4—"Acquisitions and Dispositions"
, in connection with the sale of the San Antonio Healthcare Facility II on May 28, 2020, 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
.
During the
three and nine months
ended
September 30, 2020
, the Company recognized
$501,000
and
$686,000
, respectively, of interest income on notes receivable, offset by amortization of a loan origination fee in the amount of
$70,000
and
$96,000
, respectively, which were both recorded in
interest and other expense, net
, in the accompanying
condensed consolidated statements of comprehensive income (loss)
. As of
September 30, 2020
, the Company had an unamortized loan origination fee in the amount of
$464,000
, which was recorded in
notes receivable, net
, in the accompanying
condensed consolidated balance sheets
.
On November 5, 2020, one of the Company's notes receivable with an outstanding balance of
$2,700,000
, became delinquent. 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. The Company is in process of evaluating its options for repayment, including the option to continue to attempt collection,
enforcing the guaranty or other legal options of recovering the note receivable's value.
Expected Credit Losses
As of
September 30, 2020
, 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
no
t record any estimated credit losses for its notes receivable for the
three and nine months
ended
September 30, 2020
, because the Company believes that the collateral for these loans was sufficient to cover its investment.
23
Note 9—
Other Assets, Net
Other assets, net, consisted of the following as of
September 30, 2020
and
December 31, 2019
(amounts in thousands):
|
|
September 30, 2020
|
December 31, 2019
|
|||||
|
Deferred financing costs, related to the revolver portion of the credit facility, net of accumulated amortization of $6,584 and $5,696, respectively
|
$
|
1,951
|
|
$
|
2,623
|
|
|
|
Leasing commissions, net of accumulated amortization of $601 and $240, respectively
|
11,624
|
|
10,288
|
|
|||
|
Restricted cash
|
15,001
|
|
10,888
|
|
|||
|
Tenant receivables
|
6,482
|
|
6,116
|
|
|||
|
Straight-line rent receivable, net
|
64,672
|
|
48,526
|
|
|||
|
Prepaid and other assets
|
3,683
|
|
4,709
|
|
|||
|
Derivative assets
|
—
|
|
884
|
|
|||
|
$
|
103,413
|
|
$
|
84,034
|
|
||
Note 10—
Accounts Payable and Other Liabilities
Accounts payable and other liabilities consisted of the following as of
September 30, 2020
and
December 31, 2019
(amounts in thousands):
|
|
September 30, 2020
|
December 31, 2019
|
|||||
|
Accounts payable and accrued expenses
|
$
|
14,920
|
|
$
|
11,448
|
|
|
|
Accrued interest expense
|
4,258
|
|
5,185
|
|
|||
|
Accrued property taxes
|
6,131
|
|
3,537
|
|
|||
|
Distribution and servicing fees
|
3,818
|
|
—
|
|
|||
|
Distributions payable to stockholders
|
8,780
|
|
9,093
|
|
|||
|
Tenant deposits
|
1,058
|
|
1,500
|
|
|||
|
Deferred rental income
|
7,670
|
|
9,003
|
|
|||
|
Deferred internalization transaction purchase price
(1)
|
14,674
|
|
—
|
|
|||
|
Derivative liabilities
|
23,594
|
|
5,588
|
|
|||
|
$
|
84,903
|
|
$
|
45,354
|
|
||
|
(1)
|
Represents the assumed liability recorded at fair value as a part of the Internalization Transaction. See
Note 3—"Internalization Transaction"
for additional information.
|
24
Note 11—
Notes Payable and Credit Facility
The Company's debt outstanding as of
September 30, 2020
and
December 31, 2019
, consisted of the following (amounts in thousands):
|
September 30, 2020
|
December 31, 2019
|
||||||
|
Notes payable:
|
|||||||
|
Fixed rate notes payable
|
$
|
218,712
|
|
$
|
219,567
|
|
|
|
Variable rate notes payable fixed through interest rate swaps
|
235,811
|
|
237,778
|
|
|||
|
Total notes payable, principal amount outstanding
|
454,523
|
|
457,345
|
|
|||
|
Unamortized deferred financing costs related to notes payable
|
(2,027
|
)
|
(2,500
|
)
|
|||
|
Total notes payable, net of deferred financing costs
|
452,496
|
|
454,845
|
|
|||
|
Credit facility:
|
|||||||
|
Variable rate revolving line of credit
|
183,000
|
|
108,000
|
|
|||
|
Variable rate term loan fixed through interest rate swaps
|
500,000
|
|
250,000
|
|
|||
|
Variable rate term loans
|
300,000
|
|
550,000
|
|
|||
|
Total credit facility, principal amount outstanding
|
983,000
|
|
908,000
|
|
|||
|
Unamortized deferred financing costs related to the term loan credit facility
|
(6,343
|
)
|
(7,385
|
)
|
|||
|
Total credit facility, net of deferred financing costs
|
976,657
|
|
900,615
|
|
|||
|
Total debt outstanding
|
$
|
1,429,153
|
|
$
|
1,355,460
|
|
|
Significant debt activity during the
nine months
ended
September 30, 2020
and subsequent, excluding scheduled principal payments, includes:
|
•
|
During the
nine months
ended
September 30, 2020
, the Company drew
$140,000,000
on its credit facility,
$20,000,000
of which was related to a property acquisition and the
funding of share repurchases,
$75,000,000
was drawn
to provide additional liquidity due to the uncertainty in overall economic conditions created by the COVID-19 pandemic and
$45,000,000
was related to another property acquisition and the Internalization Transaction. During the
nine months
ended
September 30, 2020
, the Company repaid
$65,000,000
on its credit facility. Additionally, on November 12, 2020, the Company repaid
$45,000,000
on its credit facility.
|
|
•
|
During the
nine months
ended
September 30, 2020
,
three
interest rate swap agreements, which the Company entered into in December 2019, with an effective date of January 1, 2020, effectively fixed London Interbank Offered Rate, or LIBOR, related to
$150,000,000
of the term loans of the credit facility.
|
|
•
|
During the
nine months
ended
September 30, 2020
,
two
interest rate swap agreements, which the Company entered into in June 2020, with an effective date of
July 1, 2020
, effectively fixed LIBOR related to
$100,000,000
of the term loans of the credit facility.
|
|
•
|
F
or the quarter ended June 30, 2020, the Company was not in compliance with one of its mortgage loan agreements as a result of a covenant requiring the tenant at the property to maintain a certain rent coverage ratio. The tenant at the property is a healthcare tenant that experienced a temporary reduction in patient volume as a result of the COVID-19 pandemic and has not missed any rental payments. The lenders waived compliance with the covenant through June 30, 2020. During the quarter ended September 30, 2020, the Company amended the mortgage loan agreement to, among other things, modify the rent coverage ratio beginning with the quarter ended September 30, 2020, through the quarter ending June 30, 2021. As of September 30, 2020, the Company was in compliance with all covenants in the mortgage loan agreement.
|
|
•
|
On July 10, 2020, the Company, the Operating Partnership, certain of the Company's subsidiaries, KeyBank National Association and the other lenders listed as lenders in the Company’s credit agreement and term loan agreement entered into second amendments to such agreements due to certain rent concessions provided to tenants as a result of the COVID-19 pandemic and their impact on the amount available to be drawn under the Company’s credit facility. In particular, the second amendments (i) modify the calculation of Adjusted Net Operating Income, or ANOI, such that beginning with the second quarter of 2020 and continuing thereafter, ANOI is calculated using a trailing 12 month accrual method, rather than a trailing six month annualized cash-based approach, and waives a rent coverage ratio requirement with respect to certain healthcare pool properties beginning with the quarter ended June 30, 2020 through and including the quarter ending June 30, 2021, and (ii) provide updated provisions for the conversion of the benchmark interest rate from LIBOR to an alternate index rate adopted by the Federal Reserve Board and the Federal Reserve Bank of New York following the occurrence of certain transition events.
|
25
The principal payments due on the notes payable and credit facility as of
September 30, 2020
, for the
three months
ending
December 31, 2020
, and for each of the next four years ending December 31 and thereafter, are as follows (amounts in thousands):
|
Year
|
Amount
|
|||
|
Three months ending December 31, 2020
|
$
|
1,102
|
|
|
|
2021
|
146,026
|
|
||
|
2022
|
349,209
|
|
||
|
2023
|
282,710
|
|
||
|
2024
|
547,360
|
|
||
|
Thereafter
|
111,116
|
|
||
|
$
|
1,437,523
|
|
||
Note 12—
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 Company’s current employees, 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 will no longer pay 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).
Since the Company's formation through the closing of the Internalization Transaction on
September 30, 2020
, 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
26
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 all of properties acquired. In connection with Tampa Healthcare Facility acquired on September 8, 2020, the Company did not pay acquisition fees to its Former Advisor, in accordance with the Purchase Agreement.
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. Operating expenses incurred on the Company’s behalf are 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 any of them 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. Property management fees are 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. Leasing commission fees are 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. Construction management fees are capitalized in real estate, net, in the accompanying
condensed consolidated balance sheets
.
27
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 affiliate 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 and nine months
ended
September 30, 2020
and
2019
(amounts in thousands):
|
Incurred
|
||||||||||||||||||
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||||
|
Fee
|
Entity
|
2020
|
2019
|
2020
|
2019
|
|||||||||||||
|
Distribution and servicing fees
(1)
|
SC Distributors, LLC
|
$
|
(6
|
)
|
$
|
(5
|
)
|
$
|
(65
|
)
|
$
|
(99
|
)
|
|||||
|
Acquisition fees and costs
|
Carter Validus Advisors II, LLC and its affiliates
|
—
|
|
1,366
|
|
97
|
|
1,366
|
|
|||||||||
|
Asset management fees
|
Carter Validus Advisors II, LLC and its affiliates
|
5,989
|
|
3,540
|
|
17,914
|
|
10,527
|
|
|||||||||
|
Property management fees
|
Carter Validus Real Estate Management Services II, LLC
|
1,702
|
|
1,195
|
|
5,290
|
|
3,632
|
|
|||||||||
|
Operating expense reimbursement
|
Carter Validus Advisors II, LLC and its affiliates
|
1,302
|
|
766
|
|
3,966
|
|
3,246
|
|
|||||||||
|
Leasing commission fees
|
Carter Validus Real Estate Management Services II, LLC
|
111
|
|
—
|
|
594
|
|
98
|
|
|||||||||
|
Construction management fees
|
Carter Validus Real Estate Management Services II, LLC
|
97
|
|
(14
|
)
|
435
|
|
150
|
|
|||||||||
|
Disposition fees
|
Carter Validus Advisors II, LLC and its affiliates
|
—
|
|
—
|
|
350
|
|
—
|
|
|||||||||
|
Loan origination fees
|
Carter Validus Advisors II, LLC and its affiliates
|
—
|
|
—
|
|
560
|
|
—
|
|
|||||||||
|
Total
|
$
|
9,195
|
|
$
|
6,848
|
|
$
|
29,141
|
|
$
|
18,920
|
|
||||||
|
(1)
|
Reduction of distribution and servicing fees is a result of repurchases of Class T and Class T2 shares of common stock for the
three and nine months
ended
September 30, 2020
and
September 30, 2019
.
|
The following table details amounts payable to affiliates in connection with the Company's related-party transactions as described above as of
September 30, 2020
and
December 31, 2019
(amounts in thousands):
|
Payable
|
||||||||||
|
Fee
|
Entity
|
September 30, 2020
|
December 31, 2019
|
|||||||
|
Distribution and servicing fees
|
SC Distributors, LLC
|
$
|
—
|
|
$
|
6,210
|
|
|||
|
Asset management fees
|
Carter Validus Advisors II, LLC and its affiliates
|
—
|
|
2,100
|
|
|||||
|
Property management fees
|
Carter Validus Real Estate Management Services II, LLC
|
—
|
|
433
|
|
|||||
|
Operating expense reimbursement
|
Carter Validus Advisors II, LLC and its affiliates
|
—
|
|
518
|
|
|||||
|
Leasing commission fees
|
Carter Validus Real Estate Management Services II, LLC
|
—
|
|
299
|
|
|||||
|
Construction management fees
|
Carter Validus Real Estate Management Services II, LLC
|
—
|
|
199
|
|
|||||
|
Total
|
$
|
—
|
|
$
|
9,759
|
|
||||
Note 13—
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, gain on real estate disposition, impairment loss on real estate 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
28
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 a separately identified reporting unit. The Company's reporting unit represents each individual operating real estate property and meets aggregation criteria to be grouped into
two
reportable segments- data centers and healthcare.
Summary information for the reportable segments during the
three and nine months
ended
September 30, 2020
and
2019
is as follows (amounts in thousands):
|
Data Centers
|
Healthcare
|
Three Months Ended
September 30, 2020 |
|||||||||
|
Revenue:
|
|||||||||||
|
Rental revenue
|
$
|
29,945
|
|
$
|
40,722
|
|
$
|
70,667
|
|
||
|
Expenses:
|
|||||||||||
|
Rental expenses
|
(7,663
|
)
|
(4,405
|
)
|
(12,068
|
)
|
|||||
|
Segment net operating income
|
$
|
22,282
|
|
$
|
36,317
|
|
58,599
|
|
|||
|
Expenses:
|
|||||||||||
|
General and administrative expenses
|
(3,578
|
)
|
|||||||||
|
Internalization transaction expenses
|
(2,235
|
)
|
|||||||||
|
Asset management fees
|
(5,989
|
)
|
|||||||||
|
Depreciation and amortization
|
(28,249
|
)
|
|||||||||
|
Income from operations
|
18,548
|
|
|||||||||
|
Interest and other expense, net
|
(13,284
|
)
|
|||||||||
|
Net income attributable to common stockholders
|
$
|
5,264
|
|
||||||||
|
Data Centers
|
Healthcare
|
Three Months Ended
September 30, 2019 |
|||||||||
|
Revenue:
|
|||||||||||
|
Rental revenue
|
$
|
28,230
|
|
$
|
19,833
|
|
$
|
48,063
|
|
||
|
Expenses:
|
|||||||||||
|
Rental expenses
|
(8,414
|
)
|
(2,326
|
)
|
(10,740
|
)
|
|||||
|
Segment net operating income
|
$
|
19,816
|
|
$
|
17,507
|
|
37,323
|
|
|||
|
Expenses:
|
|||||||||||
|
General and administrative expenses
|
(2,239
|
)
|
|||||||||
|
Asset management fees
|
(3,540
|
)
|
|||||||||
|
Depreciation and amortization
|
(16,254
|
)
|
|||||||||
|
Impairment loss on real estate - healthcare
|
(13,000
|
)
|
|||||||||
|
Income from operations
|
2,290
|
|
|||||||||
|
Interest and other expense, net
|
(11,920
|
)
|
|||||||||
|
Net loss attributable to common stockholders
|
$
|
(9,630
|
)
|
||||||||
29
|
Data Centers
|
Healthcare
|
Nine Months Ended September 30, 2020
|
|||||||||
|
Revenue:
|
|||||||||||
|
Rental revenue
|
$
|
84,848
|
|
$
|
123,879
|
|
$
|
208,727
|
|
||
|
Expenses:
|
|||||||||||
|
Rental expenses
|
(21,839
|
)
|
(12,639
|
)
|
(34,478
|
)
|
|||||
|
Segment net operating income
|
$
|
63,009
|
|
$
|
111,240
|
|
174,249
|
|
|||
|
Expenses:
|
|||||||||||
|
General and administrative expenses
|
(9,960
|
)
|
|||||||||
|
Internalization transaction expenses
|
(3,640
|
)
|
|||||||||
|
Asset management fees
|
(17,914
|
)
|
|||||||||
|
Depreciation and amortization
|
(80,608
|
)
|
|||||||||
|
Gain on real estate disposition
|
2,703
|
|
|||||||||
|
Income from operations
|
64,830
|
|
|||||||||
|
Interest and other expense, net
|
(42,802
|
)
|
|||||||||
|
Net income attributable to common stockholders
|
$
|
22,028
|
|
||||||||
|
Data Centers
|
Healthcare
|
Nine Months Ended
September 30, 2019 |
|||||||||
|
Revenue:
|
|||||||||||
|
Rental revenue
|
$
|
82,745
|
|
$
|
58,722
|
|
$
|
141,467
|
|
||
|
Expenses:
|
|||||||||||
|
Rental expenses
|
(23,516
|
)
|
(6,494
|
)
|
(30,010
|
)
|
|||||
|
Segment net operating income
|
$
|
59,229
|
|
$
|
52,228
|
|
111,457
|
|
|||
|
Expenses:
|
|||||||||||
|
General and administrative expenses
|
(5,177
|
)
|
|||||||||
|
Asset management fees
|
(10,527
|
)
|
|||||||||
|
Depreciation and amortization
|
(50,110
|
)
|
|||||||||
|
Impairment loss on real estate - healthcare
|
(13,000
|
)
|
|||||||||
|
Income from operations
|
32,643
|
|
|||||||||
|
Interest and other expense, net
|
(31,648
|
)
|
|||||||||
|
Net income attributable to common stockholders
|
$
|
995
|
|
||||||||
There were
no
intersegment sales or transfers during the
three and nine months
ended
September 30, 2020
and
2019
.
Assets by each reportable segment as of
September 30, 2020
and
December 31, 2019
are as follows (amounts in thousands):
|
September 30, 2020
|
December 31, 2019
|
||||||
|
Assets by segment:
|
|||||||
|
Data centers
|
$
|
983,998
|
|
(1)
|
$
|
989,953
|
|
|
Healthcare
|
2,175,502
|
|
(1)
|
2,184,450
|
|
||
|
All other
|
101,525
|
|
65,131
|
|
|||
|
Total assets
|
$
|
3,261,025
|
|
$
|
3,239,534
|
|
|
|
(1)
|
Includes
$15,574,000
of goodwill allocated to the data centers segment and
$23,955,000
of goodwill allocated to the healthcare segment acquired in the Internalization Transaction on
September 30, 2020
.
|
30
Capital additions, acquisitions and dispositions and goodwill by reportable segments for the
nine months
ended
September 30, 2020
and
2019
are as follows (amounts in thousands):
|
Nine Months Ended
September 30, |
|||||||
|
2020
|
2019
|
||||||
|
Capital additions by segment:
|
|
|
|
|
|||
|
Data centers
|
$
|
3,633
|
|
$
|
6,801
|
|
|
|
Healthcare
|
17,618
|
|
177
|
|
|||
|
Total
|
21,251
|
|
6,978
|
|
|||
|
Acquisitions by segment:
|
|||||||
|
Healthcare
|
16,064
|
|
69,830
|
|
|||
|
Total
|
16,064
|
|
69,830
|
|
|||
|
Proceeds from Dispositions by segment:
|
|||||||
|
Healthcare
|
(6,125
|
)
|
—
|
|
|||
|
Total
|
(6,125
|
)
|
—
|
|
|||
|
Net cash outflows from capital additions, acquisitions and dispositions
|
$
|
31,190
|
|
$
|
76,808
|
|
|
|
Goodwill allocated by segment:
|
|||||||
|
Data centers
|
$
|
15,574
|
|
$
|
—
|
|
|
|
Healthcare
|
23,955
|
|
—
|
|
|||
|
Total
|
$
|
39,529
|
|
$
|
—
|
|
|
Note 14—
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
$232,383,000
and
$222,816,000
as of
September 30, 2020
and
December 31, 2019
, respectively, as compared to the outstanding principal of
$218,712,000
and
$219,567,000
as of
September 30, 2020
and
December 31, 2019
, respectively. The estimated fair value of notes payable
—
variable rate fixed through interest rate swap agreements (Level 2) was approximately
$233,740,000
and
$237,974,000
as of
September 30, 2020
and
December 31, 2019
, respectively, as compared to the outstanding principal of
$235,811,000
and
$237,778,000
as of
September 30, 2020
and
December 31, 2019
, respectively.
Credit facility
—
Variable Rate
—The estimated fair value of the credit facility—variable rate (Level 2) was approximately
$481,196,000
and
$659,691,000
as of
September 30, 2020
and
December 31, 2019
, respectively, as compared to the outstanding principal of
$483,000,000
and
$658,000,000
as of
September 30, 2020
and
December 31, 2019
, 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
$498,183,000
and
$250,472,000
as of
September 30, 2020
and
December 31, 2019
, respectively, as compared to the outstanding principal of
$500,000,000
and
$250,000,000
as of
September 30, 2020
and
December 31, 2019
, 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
$30,700,000
and
$2,700,000
approximated the fair value as of
September 30, 2020
and
December 31, 2019
, 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
September 30, 2020
, 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
31
that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy. See
Note 15—"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
September 30, 2020
and
December 31, 2019
(amounts in thousands):
|
|
September 30, 2020
|
||||||||||||||
|
|
Fair Value Hierarchy
|
|
|||||||||||||
|
|
Quoted Prices in Active
Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total Fair
Value |
|||||||||||
|
Liabilities:
|
|||||||||||||||
|
Derivative liabilities
|
$
|
—
|
|
$
|
23,594
|
|
$
|
—
|
|
$
|
23,594
|
|
|||
|
Total liabilities at fair value
|
$
|
—
|
|
$
|
23,594
|
|
$
|
—
|
|
$
|
23,594
|
|
|||
|
|
December 31, 2019
|
||||||||||||||
|
|
Fair Value Hierarchy
|
|
|||||||||||||
|
|
Quoted Prices in Active
Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total Fair
Value |
|||||||||||
|
Assets:
|
|||||||||||||||
|
Derivative assets
|
$
|
—
|
|
$
|
884
|
|
$
|
—
|
|
$
|
884
|
|
|||
|
Total assets at fair value
|
$
|
—
|
|
$
|
884
|
|
$
|
—
|
|
$
|
884
|
|
|||
|
Liabilities:
|
|||||||||||||||
|
Derivative liabilities
|
$
|
—
|
|
$
|
5,588
|
|
$
|
—
|
|
$
|
5,588
|
|
|||
|
Total liabilities at fair value
|
$
|
—
|
|
$
|
5,588
|
|
$
|
—
|
|
$
|
5,588
|
|
|||
Note 15—
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) income
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
$9,819,000
will be reclassified from
accumulated other comprehensive loss
as an increase to
interest and other expense, net
.
See
Note 14—"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
Designated as Hedging Instruments |
Balance
Sheet Location |
Effective
Dates |
Maturity
Dates |
September 30, 2020
|
December 31, 2019
|
|||||||||||||||||||||||||
|
Outstanding
Notional Amount |
Fair Value of
|
Outstanding
Notional Amount |
Fair Value of
|
|||||||||||||||||||||||||||
|
Asset
|
(Liability)
|
Asset
|
(Liability)
|
|||||||||||||||||||||||||||
|
Interest rate swaps
|
Other assets, net/
Accounts payable and other liabilities |
07/01/2016 to
07/01/2020 |
12/22/2020 to
12/31/2024 |
$
|
735,811
|
|
$
|
—
|
|
$
|
(23,594
|
)
|
$
|
637,778
|
|
$
|
884
|
|
$
|
(5,588
|
)
|
|||||||||
32
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 loss recognized on the interest rate derivatives designated as cash flow hedges for the
three and nine months
ended
September 30, 2020
and
2019
(amounts in thousands):
|
Derivatives in Cash Flow
Hedging Relationships |
Amount of Loss Recognized
in Other Comprehensive Loss on Derivatives |
Location of Loss
Reclassified From Accumulated Other Comprehensive (Loss) Income to Net Income |
Amount of (Loss) Income
Reclassified From Accumulated Other Comprehensive (Loss) Income to Net Income |
Total Amount of Interest and Other Expense, Net Presented in Condensed Consolidated Statements of Comprehensive Income (Loss)
|
||||||||||
|
Three Months Ended September 30, 2020
|
||||||||||||||
|
Interest rate swaps
|
$
|
(157
|
)
|
Interest and other expense, net
|
$
|
(2,741
|
)
|
$
|
13,284
|
|
||||
|
Total
|
$
|
(157
|
)
|
$
|
(2,741
|
)
|
||||||||
|
Three Months Ended September 30, 2019
|
||||||||||||||
|
Interest rate swaps
|
$
|
(1,701
|
)
|
Interest and other expense, net
|
$
|
422
|
|
$
|
11,920
|
|
||||
|
Total
|
$
|
(1,701
|
)
|
$
|
422
|
|
||||||||
|
Nine Months Ended September 30, 2020
|
||||||||||||||
|
Interest rate swaps
|
$
|
(24,011
|
)
|
Interest and other expense, net
|
$
|
(5,121
|
)
|
$
|
42,802
|
|
||||
|
Total
|
$
|
(24,011
|
)
|
$
|
(5,121
|
)
|
||||||||
|
Nine Months Ended September 30, 2019
|
||||||||||||||
|
Interest rate swaps
|
$
|
(11,502
|
)
|
Interest and other expense, net
|
$
|
1,784
|
|
$
|
31,648
|
|
||||
|
Total
|
$
|
(11,502
|
)
|
$
|
1,784
|
|
||||||||
Credit Risk-Related Contingent Features
T
he 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
September 30, 2020
, the fair value of derivatives in a net liability position was
$25,305,000
, inclusive of accrued interest but excluding any adjustment for nonperformance risk related to the agreement. As of
September 30, 2020
, there were no termination events or events of default related to the interest rate swaps.
33
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
September 30, 2020
and
December 31, 2019
(amounts in thousands):
|
Offsetting of Derivative Assets
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|||||||||||||||||||
|
|
Gross
Amounts of Recognized Assets |
Gross Amounts
Offset in the Balance Sheet |
Net Amounts of
Assets Presented in the Balance Sheet |
Financial Instruments
Collateral |
Cash Collateral
|
Net
Amount |
||||||||||||||||||
|
December 31, 2019
|
$
|
884
|
|
$
|
—
|
|
$
|
884
|
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
879
|
|
||||||
|
Offsetting of Derivative Liabilities
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|||||||||||||||||||
|
|
Gross
Amounts of Recognized Liabilities |
Gross Amounts
Offset in the Balance Sheet |
Net Amounts of
Liabilities Presented in the Balance Sheet |
Financial Instruments
Collateral |
Cash Collateral
|
Net
Amount |
||||||||||||||||||
|
September 30, 2020
|
$
|
23,594
|
|
$
|
—
|
|
$
|
23,594
|
|
$
|
—
|
|
$
|
—
|
|
$
|
23,594
|
|
||||||
|
December 31, 2019
|
$
|
5,588
|
|
$
|
—
|
|
$
|
5,588
|
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
5,583
|
|
||||||
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.
Note 16—
Accumulated Other Comprehensive (Loss) Income
The following table presents a rollforward of amounts recognized in
accumulated other comprehensive (loss) income
by component for the
nine months
ended
September 30, 2020
and
2019
(amounts in thousands):
|
Unrealized Loss on Derivative
Instruments |
||||
|
Balance as of December 31, 2019
|
$
|
(4,704
|
)
|
|
|
Other comprehensive loss before reclassification
|
(24,011
|
)
|
||
|
Amount of loss reclassified from accumulated other comprehensive loss to net income
|
5,121
|
|
||
|
Other comprehensive loss
|
(18,890
|
)
|
||
|
Balance as of September 30, 2020
|
$
|
(23,594
|
)
|
|
|
Unrealized Loss on Derivative
Instruments |
||||
|
Balance as of December 31, 2018
|
$
|
6,100
|
|
|
|
Cumulative effect of accounting change
|
103
|
|
||
|
Balance as of January 1, 2019
|
6,203
|
|
||
|
Other comprehensive loss before reclassification
|
(11,502
|
)
|
||
|
Amount of income reclassified from accumulated other comprehensive income to net income
|
(1,784
|
)
|
||
|
Other comprehensive loss
|
(13,286
|
)
|
||
|
Balance as of September 30, 2019
|
$
|
(7,083
|
)
|
|
34
The following table presents reclassifications out of
accumulated other comprehensive (loss) income
for the
nine months
ended
September 30, 2020
and
2019
(amounts in thousands):
|
Details about Accumulated Other
Comprehensive (Loss) Income Components |
Amounts Reclassified from
Accumulated Other Comprehensive Loss (Income) to Net Income |
Affected Line Items in the Condensed Consolidated Statements of Comprehensive Income (Loss)
|
||||||||
|
Nine Months Ended
September 30, |
||||||||||
|
2020
|
2019
|
|||||||||
|
Interest rate swap contracts
|
$
|
5,121
|
|
$
|
(1,784
|
)
|
Interest and other expense, net
|
|||
Note 17—
Commitments and Contingencies
In the ordinary course of business, the Company may become subject to litigation or claims. As of
September 30, 2020
, 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.
Note 18—
Subsequent Events
Distributions Paid to Stockholders
The following table summarizes the Company's distributions paid to stockholders on
October 1, 2020
, for the period from September 1, 2020 through
September 30, 2020
(amounts in thousands):
|
Payment Date
|
Common Stock
|
Cash
|
DRIP
|
Total Distribution
|
||||||||||
|
October 1, 2020
|
Class A
|
$
|
5,277
|
|
$
|
1,539
|
|
$
|
6,816
|
|
||||
|
October 1, 2020
|
Class I
|
306
|
|
209
|
|
515
|
|
|||||||
|
October 1, 2020
|
Class T
|
670
|
|
662
|
|
1,332
|
|
|||||||
|
October 1, 2020
|
Class T2
|
53
|
|
64
|
|
117
|
|
|||||||
|
$
|
6,306
|
|
$
|
2,474
|
|
$
|
8,780
|
|
||||||
The following table summarizes the Company's distributions paid to stockholders on November 2, 2020, for the period from October 1, 2020 through October 31, 2020 (amounts in thousands):
|
Payment Date
|
Common Stock
|
Cash
|
DRIP
|
Total Distribution
|
||||||||||
|
November 2, 2020
|
Class A
|
$
|
5,479
|
|
$
|
1,594
|
|
$
|
7,073
|
|
||||
|
November 2, 2020
|
Class I
|
318
|
|
215
|
|
533
|
|
|||||||
|
November 2, 2020
|
Class T
|
697
|
|
681
|
|
1,378
|
|
|||||||
|
November 2, 2020
|
Class T2
|
57
|
|
65
|
|
122
|
|
|||||||
|
$
|
6,551
|
|
$
|
2,555
|
|
$
|
9,106
|
|
||||||
Distributions Authorized
The following tables summarize the daily distributions approved and authorized by the board of directors of the Company subsequent to
September 30, 2020
:
|
Authorization Date
(1)
|
Common Stock
|
Daily Distribution Rate
(1)
|
Annualized Distribution Per Share
|
|||||||
|
October 20, 2020
|
Class A
|
$
|
0.001366120
|
|
$
|
0.50
|
|
|||
|
October 20, 2020
|
Class I
|
$
|
0.001366120
|
|
$
|
0.50
|
|
|||
|
October 20, 2020
|
Class T
|
$
|
0.001129781
|
|
$
|
0.41
|
|
|||
|
October 20, 2020
|
Class T2
|
$
|
0.001129781
|
|
$
|
0.41
|
|
|||
35
|
Authorization Date
(2)
|
Common Stock
|
Daily Distribution Rate
(2)
|
Annualized Distribution Per Share
|
|||||||
|
November 5, 2020
|
Class A
|
$
|
0.001366120
|
|
$
|
0.50
|
|
|||
|
November 5, 2020
|
Class I
|
$
|
0.001366120
|
|
$
|
0.50
|
|
|||
|
November 5, 2020
|
Class T
|
$
|
0.001129781
|
|
$
|
0.41
|
|
|||
|
November 5, 2020
|
Class T2
|
$
|
0.001129781
|
|
$
|
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 November 1, 2020 and ending on November 30, 2020. The distributions will be calculated based on
366
days in the calendar year. The distributions declared for each record date in November 2020 will be paid in December 2020. 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 December 1, 2020 and ending on December 31, 2020. The distributions will be calculated based on
366
days in the calendar year. The distributions declared for each record date in December 2020 will be paid in January 2021. The distributions will be payable to stockholders from legally available funds therefor.
|
Disposition of Dallas Healthcare Facility II
On November 6, 2020, the Company sold a healthcare property, Dallas Healthcare Facility II, for
$23,000,000
, which resulted in a gain. The Company's net proceeds at closing from the disposition of Dallas Healthcare Facility II were approximately
$21,536,000
, after transaction costs and other pro-rations, subject to additional transaction costs paid subsequent to the closing date.
36
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this Quarterly Report on Form 10-Q.
The following discussion should also be read in conjunction with our audited consolidated financial statements, and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the U.S. Securities and Exchange Commission, or the SEC, on March 27, 2020, or the 2019 Annual Report on Form 10-K.
The terms “we,” “our,” "us," and the “Company” refer to Sila Realty Trust, Inc., formerly known as Carter Validus Mission Critical REIT II, Inc., Sila Realty Operating Partnership, LP, formerly known as Carter Validus Operating Partnership II, LP, or our Operating Partnership, and all wholly-owned subsidiaries.
Forward-Looking Statements
Certain statements contained in this Quarterly Report on Form 10-Q, other than historical facts, include forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Forward-looking statements are subject to various risks and uncertainties, and factors that could cause actual results to differ materially from the Company’s expectations, and investors should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. One of the most significant factors, however, is the adverse effect of COVID-19 on the financial condition, results of operations, cash flows and performance of the Company and its tenants, the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. Moreover, you should interpret many of the risks identified in this report, as well as the risks set forth above, as being heightened as a result of the ongoing and numerous adverse impacts of the COVID-19 pandemic.
Additional factors include the ongoing costs to operate the Company on an internalized basis which, if higher than anticipated, could reduce the potential cost savings sought in the Internalization Transaction, and other factors, including those described under the section entitled Part I, Item 1A. “Risk Factors” of our 2019 Annual Report on Form 10-K and subsequent quarterly reports.
Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect our management’s view only as of the date this Quarterly Report on Form 10-Q is filed with the SEC. We make no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Quarterly Report on Form 10-Q, and we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. See Part I, Item 1A. “Risk Factors” of our 2019 Annual Report on Form 10-K, as updated by Part II, Item 1A. “Risk Factors” of this Quarterly Report, for a discussion of some, although not all, of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements.
Management’s discussion and analysis of financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or GAAP. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate these estimates on a regular basis. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Overview
We were formed on January 11, 2013, under the laws of Maryland to acquire and operate a diversified portfolio of income-producing commercial real estate with a focus on data centers and healthcare properties, preferably with long-term net leases to creditworthy tenants, as well as to make real estate-related investments that relate to such property types.
37
We currently operate through two reportable segments – commercial real estate investments in data centers and healthcare. As of
September 30, 2020
, we had purchased 154 properties, inclusive of 60 properties, or Legacy REIT I properties, acquired in the merger with Carter Validus Mission Critical REIT, Inc., or REIT I, whereby REIT I merged with and into one of our wholly-owned subsidiaries, or REIT Merger, comprising of approximately
8,751,000
of rentable square feet for an aggregate purchase price of approximately
$3,146.9 million
. Since inception through
September 30, 2020
, we sold one Legacy REIT I healthcare property and a portion of another healthcare property, comprising of approximately 92,000 rentable square feet, for an aggregate sale price of
$38.1 million
and generated net proceeds of
$9.0 million
. The sales occurred during the second quarter of 2020 and the fourth quarter of 2019, respectively.
Prior to September 30, 2020, we were externally advised and managed by Carter Validus Advisors II, LLC, or our Former Advisor. On July 28, 2020, we and our Operating Partnership entered into a Membership Interest Purchase Agreement, or the Purchase Agreement, which provided for the internalization of the external management functions previously performed for us and our Operating Partnership by our Former Advisor and its affiliates, or the Internalization Transaction. The Purchase Agreement was entered into with our Former Advisor and various affiliates of our 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.
Under the Purchase Agreement and related agreements, immediately prior to the closing of the Internalization Transaction, the Sellers assigned or caused to be assigned to Manager Sub all of the assets necessary to operate our business and our 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. Immediately thereafter, under the Purchase Agreement, our 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 our Former Advisor’s limited partner interest (including special limited partner interest) in our Operating Partnership. $25,000,000 of the Purchase Price was paid on September 30, 2020, or the Closing, and, subject to certain acceleration provisions: (ii) $7,500,000 will be due and payable on March 31, 2021, and (iii) $7,500,000 will be due and payable on March 31, 2022. On September 30, 2020, we and our Operating Partnership closed the Internalization Transaction.
On September 30, 2020, we and Sila REIT, LLC, f/k/a Carter Validus Mission Critical REIT II LLC, entered into the Third Amended and Restated Agreement of Limited Partnership of our Operating Partnership, or the Third A&R LP Agreement, in order to reflect the completion of the Internalization Transaction. For details regarding the Internalization Transaction, see
Note 3—"Internalization Transaction."
On September 30, 2020, Articles of Amendment changing our name from “Carter Validus Mission Critical REIT II, Inc.” to “Sila Realty Trust, Inc.” were filed and accepted for record by the State Department of Assessment and Taxation of the State of Maryland, and thereby became effective as part of our charter.
We anticipate that the Internalization Transaction will provide various benefits, including cost savings, continuity of management and further alignment of interests between management and our stockholders, as well as a potential benefit for ultimate liquidity given the preference for an internal management structure in traded equity REITs.
Concurrently with, and as a condition to the execution and delivery of the Purchase Agreement, we entered into an employment agreement with each of Michael A. Seton and Kay C. Neely, pursuant to which Mr. Seton and Ms. Neely shall serve from and after the Closing as our Chief Executive Officer and Chief Financial Officer, respectively. Such employment agreements became effective at and upon the Closing.
Effective upon the Closing, our board of directors approved the establishment of a compensation committee and a nominating and corporate governance committee.
On July 28, 2020, pursuant to the Purchase Agreement, John E. Carter resigned as the Chairman of our board of directors, effective immediately. On July 28, 2020, our board of directors elected Jonathan Kuchin, a current independent director of the board of directors and the chairman of the audit committee, as chairman of our board of directors, effective immediately. On September 30, 2020, pursuant to the Purchase Agreement and as a closing condition therein, John E. Carter resigned as a director of our board of directors at and upon the Closing. As a result of Mr. Carter’s resignation, our board of directors reduced its size so that it now has five members, four of whom are independent directors. For more information regarding the Internalization Transaction, see our Current Reports on Forms 8-K filed with the SEC on July 29, 2020 and September 30, 2020, respectively.
On December 17, 2019, our board of directors, at the recommendation of our audit committee, which is comprised solely of independent directors, established an estimated net asset value, or the NAV, per share of our common stock, or the Estimated Per Share NAV, calculated as of October 31, 2019, of $8.65. Therefore, effective January 1, 2020, shares of common stock are offered pursuant to the second DRIP Offering for a price per share of $8.65. The Estimated Per Share NAV was calculated for purposes of assisting broker-dealers participating in the Initial Offering and the Offering in meeting their customer account statement reporting obligations under the National Association of Securities Dealers Conduct Rule 2340. The Estimated Per
38
Share NAV was determined by our board of directors after consultation with our Former Advisor, and an independent third-party valuation firm. The Estimated Per Share NAV is not subject to audit by our independent registered public accounting firm. We intend to publish an updated estimated NAV per share on an annual basis.
We raised the equity capital for our real estate investments through two public offerings, or the Offerings, from May 2014 through November 2018, and we have offered shares pursuant to our 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. As of
September 30, 2020
, we had accepted investors’ subscriptions for and issued approximately
150,372,000
shares of Class A, Class I, Class T and Class T2 common stock in our Offerings, resulting in receipt of gross proceeds of approximately
$1,460,170,000
, before share repurchases of
$113,930,000
, selling commissions and dealer manager fees of approximately
$96,734,000
and other offering costs of approximately
$27,587,000
.
SC Distributors, LLC, an affiliate of our Former Advisor, or the Dealer Manager, served as the dealer manager of our Offerings. Effective September 30, 2020, as a result of the Internalization Transaction, the Dealer Manager is no longer affiliated with us. The Dealer Manager received fees for services related to the Offerings. We continue to pay the Dealer Manager a distribution and servicing fee with respect to Class T and Class T2 shares that were sold in our Offerings.
COVID-19 Developments
In March 2020, the World Health Organization declared the outbreak of a novel coronavirus a
nd the
disease
it causes
, or COVID-19, as a global health pandemic, which continues to spread throughout the United States. As a result, the global markets and economies have experienced a significant amount of volatility.
The global outbreak of COVID-19 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. In response, some of our tenants are seeking rent concessions, including decreased rent or rent deferrals for COVID-19 affected periods. We have been in discussions with our tenants and granted rent deferrals to an insignificant number of tenants impacted by COVID-19, relative to the overall portfolio. At this time, we anticipate a relatively short duration of the decreased rent and rent deferral repayments with no impact on the collectability of tenant receivables over their respective term of the lease. During the
nine months
ended
September 30, 2020
, we entered into
30
rent concessions and lease modifications impacted by COVID-19 and collected approximately
98%
of rental revenue originally contracted for such period.
On July 10, 2020, we entered into second amendments to our credit agreement and term loan agreement due to certain rent concessions provided to tenants as a result of the COVID-19 pandemic and their impact on the amount available to be drawn under our credit facility.
Our personnel have successfully transitioned to a remote work environment with the ability to maintain our operations, financial reporting and internal and disclosure controls and procedures. If the global pandemic continues for an extended period of time, we do not anticipate that the remote work environment will have a material impact on our internal control over financial reporting.
Additionally, due to the uncertainty surrounding COVID-19 and any impact it may have on us, our board of directors decided to temporarily suspend share repurchases under our share repurchase program, or SRP, effective with repurchase requests that would otherwise be processed on the third quarter repurchase date, which was
July 30, 2020
. However, we will continue to process repurchases due to death in accordance with the terms of our share repurchase program. See "Liquidity and Capital Resources".
The extent to which the COVID-19 pandemic continues to impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others. We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies. However, as a result of the many uncertainties surrounding the COVID-19 pandemic, we are unable to predict the impact that it ultimately will have on our business and results of operations.
Critical Accounting Policies
Our critical accounting policies were disclosed in our 2019 Annual Report on Form 10-K. As a result of the completion of the business combination on September 30, 2020, we identified the accounting for goodwill as a critical accounting policy. For a discussion of the goodwill policy, see Note 2—“Summary of Significant Accounting Policies—Goodwill" to our condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q. There have been no other material changes to our critical accounting policies as disclosed therein.
39
Interim Unaudited Financial Data
Our accompanying condensed consolidated financial statements have been prepared by us in accordance with GAAP in conjunction with the rules and regulations of the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying condensed consolidated financial statements reflect all adjustments, which are, in our view, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim period. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such full year results may be less favorable. Our accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2019 Annual Report on Form 10-K.
Qualification as a REIT
We elected, and qualify, to be taxed as a REIT for federal income tax purposes and we intend to continue to be taxed as a REIT. To maintain our qualification as a REIT, we must continue to meet certain organizational and operational requirements, including a requirement to currently distribute at least 90.0% of our REIT taxable income to our stockholders. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders.
If we fail to maintain our qualification as a REIT in any taxable year, we would then be subject to federal income taxes on our taxable income at regular corporate rates and would not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could have a material adverse effect on our
net income
and net cash available for distribution to our stockholders.
Recently Issued Accounting Pronouncements
For a discussion of recently issued accounting pronouncements, see Note 2—“Summary of Significant Accounting Policies—
Recently Adopted Accounting Pronouncements
” to our condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q.
Segment Reporting
We report our financial performance based on two reportable segments—commercial real estate investments in data centers and healthcare. See
Note 13—"Segment Reporting"
to our condensed consolidated financial statements that are a part of this Quarterly Report on Form 10-Q for additional information about our two reportable segments.
Factors That May Influence Results of Operations
We are not aware of any material trends or uncertainties, other than national economic conditions and those discussed below, affecting our real estate properties, that may reasonably be expected to have a material impact, favorable or unfavorable, on revenues or income from the acquisition, management and operation of our properties other than those set forth in our 2019 Annual Report on Form 10-K and in Part II, Item 1A. "Risk Factors" of this Qu
arterly Report on Form 10-Q. However, due to the ongoing COVID-19 pandemic in the U.S. and globally, our tenants and their operations, and, thus, their ability to pay rent, may be impacted. The impact of COVID-19 on our future results could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information, which may emerge concerning the severity of COVID-19, the success of actions taken to contain or treat COVID-19 and reactions by consumers, companies, governmental entities and capital markets.
As an internally managed company, we will no longer pay the Former Advisor and its affiliates any fees or expense reimbursements arising from the advisory agreement, which were previously incurred while we were externally managed. We will incur additional payroll and overhead related costs. We expect our future operating results will be influenced by the impact of the Internalization Transaction. See
Note 3—"Internalization Transaction"
to our
condensed consolidated
financial statements that are a part of this Quarterly Report on Form 10-Q, for additional information.
40
Results of Operations
Our results of operations are influenced by the timing of acquisitions and the operating performance of our operating real estate properties. The following table shows the property statistics of our real estate properties as of
September 30, 2020
and
2019
:
|
|
September 30,
|
||||
|
|
2020
|
2019
|
|||
|
Number of operating real estate properties
(1)
|
151
|
|
90
|
|
|
|
Leased square feet
|
8,151,000
|
|
5,933,000
|
|
|
|
Weighted average percentage of rentable square feet leased
|
94
|
%
|
97
|
%
|
|
|
(1)
|
As of
September 30, 2020
, we owned
153
real estate properties,
two
of which were under construction. As of
September 30, 2020
, we had two vacant real estate properties, one of which we sold on November 6, 2020 and the other is currently being marketed for sale or re-tenanting.
|
The following table summarizes our real estate activity for the
three and nine months
ended
September 30, 2020
and
2019
:
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||
|
|
2020
|
2019
|
2020
|
2019
|
|||||||||||
|
Operating real estate properties acquired
|
1
|
|
5
|
|
2
|
|
5
|
|
|||||||
|
Operating real estate properties disposed
|
—
|
|
—
|
|
1
|
|
—
|
|
|||||||
|
Aggregate purchase price of operating real estate properties acquired
|
$
|
11,047,000
|
|
$
|
69,851,000
|
|
$
|
16,077,000
|
|
$
|
69,851,000
|
|
|||
|
Net book value of properties disposed
|
$
|
—
|
|
$
|
—
|
|
$
|
31,982,000
|
|
$
|
—
|
|
|||
|
Leased square feet of operating real estate property additions
|
34,000
|
|
302,000
|
|
49,000
|
|
302,000
|
|
|||||||
|
Leased square feet of operating real estate property dispositions
|
—
|
|
—
|
|
82,000
|
|
—
|
|
|||||||
This section describes and compares our results of operations for the
three and nine months
ended
September 30, 2020
and
2019
. We generate almost all of our revenue from property operations. In order to evaluate our overall portfolio, management analyzes the net operating income of same store properties. We define "same store properties" as operating properties that were owned and operated for the entirety of both calendar periods being compared and exclude properties under development. Legacy REIT I property activities represent amounts recorded since the REIT Merger.
By evaluating the revenue and expenses of our same store and Legacy REIT I properties, management is able to monitor the operations of our existing properties for comparable periods to measure the performance of our current portfolio and determine the effects of our new acquisitions on
net income
.
41
Three Months Ended September 30, 2020
Compared to
Three Months Ended September 30, 2019
The following table represents the breakdown of the three months ended September 30, 2020 total rental revenue, as presented prior to the adoption of ASC 842,
Leases
, and compares with 2019 amounts for the comparable periods (amounts in thousands). We believe that the below presentation of total rental revenue is not, and is not intended to be, a presentation in accordance with GAAP and allows investors and management to evaluate our performance.
|
Three Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||
|
Same store rental revenue
|
$
|
42,415
|
|
$
|
40,908
|
|
$
|
1,507
|
|
3.7
|
%
|
|||
|
Non-same store rental revenue
|
1,555
|
|
220
|
|
1,335
|
|
606.8
|
%
|
||||||
|
Legacy REIT I properties rental revenue
|
19,164
|
|
—
|
|
19,164
|
|
100.0
|
%
|
||||||
|
Same store tenant reimbursements
|
6,613
|
|
6,927
|
|
(314
|
)
|
(4.5
|
)%
|
||||||
|
Non-same store tenant reimbursements
|
42
|
|
4
|
|
38
|
|
950.0
|
%
|
||||||
|
Legacy REIT I properties tenant reimbursements
|
757
|
|
—
|
|
757
|
|
100.0
|
%
|
||||||
|
Other operating income
|
121
|
|
4
|
|
117
|
|
2,925.0
|
%
|
||||||
|
Total rental revenue
|
$
|
70,667
|
|
$
|
48,063
|
|
$
|
22,604
|
|
47.0
|
%
|
|||
|
•
|
Same store rental revenue increased primarily due to the write off of a below-market lease intangible liability in the amount of approximately
$2.0 million
related to a tenant in a data center property 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, partially offset by rent not being collected from two tenants, the leases with which were terminated during 2019.
|
|
•
|
Non-same store rental revenue and tenant reimbursements increased due to the acquisition of
seven
operating properties since July 1, 2019.
|
|
•
|
Legacy REIT I properties' rental revenue and tenant reimbursements represent revenue recorded subsequent to the REIT Merger on October 4, 2019.
|
|
•
|
Same store tenant reimbursements decreased primarily due to a decrease in real estate tax expense at a certain data center property as a result of a successful tax appeal, coupled with two lease terminations during 2019. Additionally, during the three months ended September 31, 2020, we wrote off tenant reimbursements related to a tenant in a data center property 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.
|
Changes in our expenses are summarized in the following table (amounts in thousands):
|
Three Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||
|
Same store rental expenses
|
$
|
9,910
|
|
$
|
10,707
|
|
$
|
(797
|
)
|
(7.4
|
)%
|
|||
|
Non-same store rental expenses
|
182
|
|
33
|
|
149
|
|
451.5
|
%
|
||||||
|
Legacy REIT I properties rental expenses
|
1,976
|
|
—
|
|
1,976
|
|
100.0
|
%
|
||||||
|
General and administrative expenses
|
3,578
|
|
2,239
|
|
1,339
|
|
59.8
|
%
|
||||||
|
Internalization transaction expenses
|
2,235
|
|
—
|
|
2,235
|
|
100.0
|
%
|
||||||
|
Asset management fees
|
5,989
|
|
3,540
|
|
2,449
|
|
69.2
|
%
|
||||||
|
Depreciation and amortization
|
28,249
|
|
16,254
|
|
11,995
|
|
73.8
|
%
|
||||||
|
Impairment loss on real estate
|
—
|
|
13,000
|
|
(13,000
|
)
|
(100.0
|
)%
|
||||||
|
Total expenses
|
$
|
52,119
|
|
$
|
45,773
|
|
$
|
6,346
|
|
13.9
|
%
|
|||
|
Gain on real estate disposition
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
100.0
|
%
|
|||
|
•
|
Same store rental expenses decreased primarily due to two lease terminations at one healthcare property during 2019, coupled with a decrease in real estate tax expense at a certain data center property as a result of a successful tax appeal.
|
|
•
|
Non-same store rental expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to the acquisition of
seven
operating properties since July 1, 2019.
|
42
|
•
|
Legacy REIT I properties rental expenses represent expenses recorded subsequent to the REIT Merger on October 4, 2019.
|
|
•
|
General and administrative expenses increased primarily due to an increase in administrative costs of managing and operating our real estate properties in connection with our growth and an increase in transfer agent fees related to an increase in our number of stockholders as a result of the REIT Merger.
|
|
•
|
Internalization transaction expenses consist primarily of legal fees, as well as fees for other professional and financial advisors.
|
|
•
|
Asset management fees increased due to an increase in our real estate properties since July 1, 2019 primarily as a result of the REIT Merger. Effective September 30, 2020, as an internally managed company, we will no longer pay the Former Advisor and its affiliates such fees or any fees arising from the advisory agreement.
|
|
•
|
Depreciation and amortization increased due to an increase in the weighted average depreciable basis of operating real estate properties since July 1, 2019, as a result of the REIT Merger and property acquisitions, coupled with the accelerated amortization of one in-place lease intangible asset in the amount of
$3.2 million
, related to a tenant in a data center property 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. During the three months ended September 30, 2019, we accelerated the amortization of one in-place lease intangible asset in the amount of $0.5 million, related to one in-place lease intangible asset.
|
|
•
|
Impairment loss on real estate decreased as a result of an impairment recorded in the amount of $13.0 million during the three months ended September 30, 2019 related to one healthcare property.
|
Changes in interest and other expense, net, are summarized in the following table (amounts in thousands):
|
Three Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||
|
Interest and other expense, net:
|
||||||||||||||
|
Interest on notes payable
|
$
|
5,202
|
|
$
|
5,277
|
|
$
|
(75
|
)
|
(1.4
|
)%
|
|||
|
Interest on credit facility
|
7,748
|
|
6,167
|
|
1,581
|
|
25.6
|
%
|
||||||
|
Interest on finance lease
|
10
|
|
—
|
|
10
|
|
100.0
|
%
|
||||||
|
Amortization of deferred financing costs
|
990
|
|
647
|
|
343
|
|
53.0
|
%
|
||||||
|
Notes receivable interest income
|
(501
|
)
|
—
|
|
(501
|
)
|
100.0
|
%
|
||||||
|
Amortization of origination fee
|
70
|
|
—
|
|
70
|
|
100.0
|
%
|
||||||
|
Other income
|
(35
|
)
|
—
|
|
(35
|
)
|
100.0
|
%
|
||||||
|
Cash deposits interest
|
(18
|
)
|
(158
|
)
|
140
|
|
(88.6
|
)%
|
||||||
|
Capitalized interest
|
(182
|
)
|
(13
|
)
|
(169
|
)
|
1,300.0
|
%
|
||||||
|
Total interest and other expense, net
|
$
|
13,284
|
|
$
|
11,920
|
|
$
|
1,364
|
|
11.4
|
%
|
|||
|
•
|
Interest on credit facility increased due to an increase from the weighted average outstanding principal balance on our credit facility, offset by a decrease in London Interbank Offered Rate, or LIBOR, interest rates.
|
|
•
|
Notes receivable interest income and amortization of origination fee resulted from the origination of a $28.0 million note receivable on May 28, 2020.
|
|
•
|
Capitalized interest increased as a result of an increase in capital projects, which include two development properties acquired in December 2019.
|
43
Nine Months Ended September 30, 2020
Compared to
Nine Months Ended September 30, 2019
The following table represents the breakdown of the nine months ended September 30, 2020 total rental revenue, as presented prior to the adoption of ASC 842,
Leases
, and compares with 2019 amounts for the comparable periods (amounts in thousands). We believe that the below presentation of total rental revenue is not, and is not intended to be, a presentation in accordance with GAAP and allows investors and management to evaluate our performance.
|
Nine Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||
|
Same store rental revenue
|
$
|
124,166
|
|
$
|
122,416
|
|
$
|
1,750
|
|
1.4
|
%
|
|||
|
Non-same store rental revenue
|
4,497
|
|
220
|
|
4,277
|
|
1,944.1
|
%
|
||||||
|
Legacy REIT I properties rental revenue
|
58,662
|
|
—
|
|
58,662
|
|
100.0
|
%
|
||||||
|
Same store tenant reimbursements
|
17,995
|
|
18,643
|
|
(648
|
)
|
(3.5
|
)%
|
||||||
|
Non-same store tenant reimbursements
|
58
|
|
4
|
|
54
|
|
1,350.0
|
%
|
||||||
|
Legacy REIT I properties tenant reimbursements
|
3,218
|
|
—
|
|
3,218
|
|
100.0
|
%
|
||||||
|
Other operating income
|
131
|
|
184
|
|
(53
|
)
|
(28.8
|
)%
|
||||||
|
Total rental revenue
|
$
|
208,727
|
|
$
|
141,467
|
|
$
|
67,260
|
|
47.5
|
%
|
|||
|
•
|
Same store rental revenue increased primarily due to the write off of a below-market lease intangible liability in the amount of approximately
$2.0 million
related to a tenant in a data center property 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, partially offset by rent not being collected from two tenants, the leases with which were terminated during 2019.
|
|
•
|
Non-same store rental revenue and tenant reimbursements increased due to the acquisition of
seven
operating properties since January 1, 2019.
|
|
•
|
Legacy REIT I properties' rental revenue and tenant reimbursements represent revenue recorded subsequent to the REIT Merger on October 4, 2019. During the nine months ended September 30, 2020, we wrote-off approximately
$0.3 million
of rental revenue, attributable to one tenant that was experiencing financial difficulties and vacated the property on June 19, 2020, by accelerating the amortization of one above-market lease intangible asset. During the nine months ended September 30, 2020, we sold one Legacy REIT I property.
|
|
•
|
Same store tenant reimbursements decreased primarily due to a decrease in real estate tax expenses at certain data center properties as a result of successful tax appeals, coupled with two lease terminations during 2019. Additionally, during the nine months ended September 31, 2020, we wrote off tenant reimbursements related to a tenant in a data center property 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.
|
Changes in our expenses are summarized in the following table (amounts in thousands):
|
Nine Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||
|
Same store rental expenses
|
$
|
28,244
|
|
$
|
29,977
|
|
$
|
(1,733
|
)
|
(5.8
|
)%
|
|||
|
Non-same store rental expenses
|
494
|
|
33
|
|
461
|
|
1,397.0
|
%
|
||||||
|
Legacy REIT I properties rental expenses
|
5,740
|
|
—
|
|
5,740
|
|
100.0
|
%
|
||||||
|
General and administrative expenses
|
9,960
|
|
5,177
|
|
4,783
|
|
92.4
|
%
|
||||||
|
Internalization transaction expenses
|
3,640
|
|
—
|
|
3,640
|
|
100.0
|
%
|
||||||
|
Asset management fees
|
17,914
|
|
10,527
|
|
7,387
|
|
70.2
|
%
|
||||||
|
Depreciation and amortization
|
80,608
|
|
50,110
|
|
30,498
|
|
60.9
|
%
|
||||||
|
Impairment loss on real estate
|
—
|
|
13,000
|
|
(13,000
|
)
|
(100.0
|
)%
|
||||||
|
Total expenses
|
$
|
146,600
|
|
$
|
108,824
|
|
$
|
37,776
|
|
34.7
|
%
|
|||
|
Gain on real estate disposition
|
$
|
2,703
|
|
$
|
—
|
|
$
|
2,703
|
|
100.0
|
%
|
|||
|
•
|
Same store rental expenses decreased primarily due to two lease terminations at one healthcare property during 2019, coupled with a decrease in real estate tax expenses at certain data center properties as a result of successful tax appeals.
|
44
|
•
|
Non-same store rental expenses, certain of which are subject to reimbursement by our tenants, increased primarily due to the acquisition of
seven
operating properties since January 1, 2019.
|
|
•
|
Legacy REIT I properties rental expenses represent expenses recorded subsequent to the REIT Merger on October 4, 2019. During the nine months ended September 30, 2020, we sold one Legacy REIT I property.
|
|
•
|
General and administrative expenses increased primarily due to an increase in administrative costs of managing and operating our real estate properties in connection with our growth and an increase in transfer agent fees related to an increase in our number of stockholders as a result of the REIT Merger.
|
|
•
|
Internalization transaction expenses consist primarily of legal fees, as well as fees for other professional and financial advisors.
|
|
•
|
Asset management fees increased due to an increase in our real estate properties since January 1, 2019 primarily as a result of the REIT Merger. Effective September 30, 2020, as an internally managed company, we will no longer pay the Former Advisor and its affiliates such fees or any fees arising from the advisory agreement.
|
|
•
|
Depreciation and amortization increased due to an increase in the weighted average depreciable basis of operating real estate properties since January 1, 2019, as a result of the REIT Merger and property acquisitions, coupled with the accelerated amortization of two in-place lease intangible assets in the amount of
$4.7 million
, related to one tenant that was experiencing financial difficulties and vacated the property on June 19, 2020 and another 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. During the
nine months
ended September 30, 2019, we accelerated the amortization of two in-place lease intangible assets in the amount of $3.2 million.
|
|
•
|
Impairment loss on real estate decreased as a result of an impairment recorded in the amount of $13.0 million during the nine months ended September 30, 2019 related to one healthcare property.
|
|
•
|
Gain on real estate disposition increased due to the sale of one Legacy REIT I property.
|
Changes in interest and other expense, net, are summarized in the following table (amounts in thousands):
|
Nine Months Ended
September 30, |
||||||||||||||
|
2020
|
2019
|
$ Change
|
% Change
|
|||||||||||
|
Interest and other expense, net:
|
||||||||||||||
|
Interest on notes payable
|
$
|
15,365
|
|
$
|
15,670
|
|
$
|
(305
|
)
|
(1.9
|
)%
|
|||
|
Interest on credit facility
|
25,801
|
|
14,582
|
|
11,219
|
|
76.9
|
%
|
||||||
|
Interest on finance lease
|
10
|
|
—
|
|
10
|
|
100.0
|
%
|
||||||
|
Amortization of deferred financing costs
|
2,883
|
|
1,876
|
|
1,007
|
|
53.7
|
%
|
||||||
|
Notes receivable interest income
|
(686
|
)
|
—
|
|
(686
|
)
|
100.0
|
%
|
||||||
|
Amortization of origination fee
|
96
|
|
—
|
|
96
|
|
100.0
|
%
|
||||||
|
Other income
|
(35
|
)
|
—
|
|
(35
|
)
|
100.0
|
%
|
||||||
|
Cash deposits interest
|
(169
|
)
|
(411
|
)
|
242
|
|
(58.9
|
)%
|
||||||
|
Capitalized interest
|
(463
|
)
|
(69
|
)
|
(394
|
)
|
571.0
|
%
|
||||||
|
Total interest and other expense, net
|
$
|
42,802
|
|
$
|
31,648
|
|
$
|
11,154
|
|
35.2
|
%
|
|||
|
•
|
Interest on credit facility increased due to an increase in the weighted average outstanding principal balance on our credit facility, offset by a decrease in LIBOR interest rates.
|
|
•
|
Notes receivable interest income and amortization of origination fee resulted from the origination of a $28.0 million note receivable on May 28, 2020.
|
|
•
|
Capitalized interest increased as a result of an increase in capital projects, which include two development properties acquired in December 2019.
|
Inflation
We are exposed to inflation risk as income from long-term leases is the primary source of our cash flows from operations. There are provisions in certain of our leases with tenants that are intended to protect us from, and mitigate the risk of, the impact of inflation. These provisions include scheduled increases in contractual base rent receipts, reimbursement billings for
45
operating expenses, pass-through charges and real estate tax and insurance reimbursements. However, due to the long-term nature of our leases, among other factors, the leases may not reset frequently enough to adequately offset the effects of inflation.
Liquidity and Capital Resources
Our principal demands for funds are for acquisitions of real estate and real estate-related investments, capital expenditures, operating expenses, distributions to and repurchases from stockholders and principal and interest on any current and future indebtedness. Generally, cash for these items is generated from operations of our current and future investments. Our sources of funds are primarily operating cash flows, funds equal to amounts reinvested in the DRIP, our credit facility and other borrowings.
When we acquire a property, we prepare a capital plan that contemplates the estimated capital needs of that investment. In addition to operating expenses, capital needs may also include costs of refurbishment, tenant improvements or other major capital expenditures. The capital plan also sets forth the anticipated sources of the necessary capital, which may include a line of credit or other loans established with respect to the investment, operating cash generated by the investment, additional equity investments from us, and when necessary, capital reserves. In some cases, a lender may require us to establish capital reserves for a particular investment. The capital plan for each investment will be adjusted through ongoing, regular reviews of our portfolio or, as necessary, to respond to unanticipated additional capital needs.
As discussed above, effective September 30, 2020, we will no longer incur acquisition, asset and property management fees, which we previously incurred while we were externally advised. However, going forward we will incur additional payroll and overhead costs. In general, we anticipate various benefits from the internalization, including cost savings, continuity of management and further alignment of interests between management and our stockholders, as well as a potential benefit for ultimate liquidity given the preference for internal management structure in traded equity REITs.
For the quarter ended June 30, 2020, we were not in compliance with one of our mortgage loan agreements as a result of a covenant requiring the tenant at the property to maintain a certain rent coverage ratio. The tenant at the property is a healthcare tenant that experienced a temporary reduction in patient volume as a result of the COVID-19 pandemic and has not missed any rental payments. The lenders waived compliance with the covenant through June 30, 2020. Consequently, as of June 30, 2020, we were in compliance with all covenants in our loan agreement.
During the quarter ended September 30, 2020, we amended the mortgage loan agreement to, among other things, modify the rent coverage ratio beginning with the quarter ended September 30, 2020 through the quarter ending June 30, 2021. As of September 30, 2020, we were in compliance with all covenants in the mortgage loan agreement.
Short-term Liquidity and Capital Resources
On a short-term basis, our principal demands for funds will be for operating expenses, including our general and administrative expenses, as well as the acquisition of real estate and real estate-related notes and investments and funding of capital improvements and tenant improvements, distributions to and repurchases from stockholders, and interest and principal payments on current and future debt financing. We expect to meet our short-term liquidity requirements through net cash flows provided by operations, funds equal to amounts reinvested in the DRIP, borrowings on our credit facility, as well as secured and unsecured borrowings from banks and other lenders.
Given the present uncertainty surrounding the global economy due to the ongoing COVID-19 pandemic, as noted above, some of our properties are operating at reduced capacities and may not be able to generate sufficient cash from operations to cover all of our projected expenditures while operating at these reduced capacities. Accordingly, in response to the current conditions, we have suspended our SRP until further notice except for repurchases due to death.
We believe we will have sufficient liquidity available to meet our obligations in a timely manner, under both normal and stressed conditions, for the next twelve months.
Long-term Liquidity and Capital Resources
On a long-term basis, our principal demands for funds will be for the principal amount of our long-term debt as it becomes due or matures, long-term capital investments demand for our real estate properties, costs to acquire additional real estate properties and our distributions necessary to maintain our REIT status.
We expect to meet our long-term liquidity requirements through proceeds from cash flow from operations, borrowings on our credit facility and proceeds from secured or unsecured borrowings from banks or other lenders.
We expect that substantially all cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures; however, we have used, and may continue to use, other sources to fund distributions, as necessary, such as, funds equal to amounts reinvested in the DRIP, borrowings on our credit facility and/or future borrowings on
46
unencumbered assets. To the extent cash flows from operations are lower due to fewer properties being acquired or lower-than-expected returns on the properties held, distributions paid to stockholders may be lower. We expect that substantially all net cash flows from our operations or debt financings will be used to fund acquisitions, certain capital expenditures identified at acquisition, ongoing capital expenditures, repayments of outstanding debt or distributions to our stockholders.
In addition, we continue to monitor the ongoing COVID-19 pandemic and its impact on our tenants and the healthcare and data center industries as a whole. The magnitude and duration of the pandemic and its impact on our operations and liquidity is uncertain as of the filing date of this Quarterly Report on Form 10-Q as conditions continue to evolve globally. However, if the pandemic continues for an extended period of time, such impacts could grow and become material. To the extent that our tenants continue to be impacted by the COVID-19 pandemic or by the other risks disclosed in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, our business operations could be materially disrupted.
Capital Expenditures
We will require approximately
$23.9 million
in expenditures for capital improvements over the next 12 months, of which
$18.4 million
relates to two development projects, one of which we completed in November 2020 and the other we anticipate to complete in February 2021. We cannot provide assurances, however, that actual expenditures will not exceed these estimates. As of
September 30, 2020
, we had
$6.5 million
of restricted cash in escrow reserve accounts for such capital expenditures. In addition, as of
September 30, 2020
, we had approximately
$75.5 million
in cash and cash equivalents. For the
nine months
ended
September 30, 2020
, we paid capital expenditures of
$21.3 million
that primarily related to one data center property and four healthcare properties.
Credit Facility
As of
September 30, 2020
, the maximum commitments available under
our credit facility with KeyBank National Association as Administrative Agent for the lenders, or the KeyBank Credit Facility,
were $780,000,000, consisting of a $500,000,000 revolving line of credit, with a maturity date of April 27, 2022, subject to our right for one, 12-month extension period and a $280,000,000 term loan, with a maturity date of April 27, 2023. Subject to certain conditions, the KeyBank Credit Facility can be increased to $1,000,000,000 any time before April 27, 2021.
As of
September 30, 2020
, the maximum commitment available under our
senior unsecured term loan with KeyBank National Association as Administrative Agent for the lenders, or the Term Loan, was
$520,000,000 with a maturity date of December 31, 2024. Subject to certain conditions, the Term Loan can be increased to $600,000,000 any time before December 31, 2023.
The Term Loan was funded upon the consummation of the REIT Merger on October 4, 2019.
The maximum commitments available under the KeyBank Credit Facility and the Term Loan, collectively, can be increased to $1,600,000,000. Generally, the proceeds of loans made under our credit facility may be used to finance the acquisition of real estate investments, for tenant improvements and leasing commissions with respect to real estate, for repayment of indebtedness, for capital expenditures with respect to real estate and for general corporate and working capital purposes.
On July 10, 2020, we, our Operating Partnership, certain of our subsidiaries, KeyBank National Association and the other lenders listed as lenders in our credit agreement and term loan agreement entered into second amendments to such agreements due to certain rent concessions provided to tenants as a result of the COVID-19 pandemic and their impact on the amount available to be drawn under our credit facility. In particular, the second amendments (i) modify the calculation of Adjusted Net Operating Income, or ANOI, such that beginning with the second quarter of 2020 and continuing thereafter, ANOI is calculated using a trailing 12 month accrual method, rather than a trailing six month annualized cash-based approach, and waives a rent coverage ratio requirement with respect to certain healthcare pool properties beginning with the quarter ended June 30, 2020 through and including the quarter ending June 30, 2021, and (ii) provide updated provisions for the conversion of the benchmark interest rate from LIBOR to an alternate index rate adopted by the Federal Reserve Board and the Federal Reserve Bank of New York following the occurrence of certain transition events.
During the
nine months
ended
September 30, 2020
, we drew
$140,000,000
on our credit facility,
$20,000,000
of which was related to a property acquisition (discussed in
Note 4—"Acquisitions and Dispositions"
) and to
fund share repurchases,
$75,000,000
was drawn
to provide additional liquidity due to the uncertainty in overall economic conditions created by the COVID-19 outbreak and
$45,000,000
of which was related to another property acquisition and the Internalization Transaction. During the
nine months
ended
September 30, 2020
, we repaid
$65,000,000
on our credit facility.
During the
nine months
ended
September 30, 2020
, we added two healthcare properties to the unencumbered pool of our credit facility, which increased our total pool availability under our credit facility by approximately $8,704,000. As of
September 30, 2020
, we had a total pool availability under our credit facility of
$1,138,249,000
and an aggregate outstanding principal balance of
$983,000,000
; therefore,
$155,249,000
was available to be drawn under our credit facility. We were in compliance with all financial covenant requirements as of
September 30, 2020
.
47
Cash Flows
Nine Months Ended September 30, 2020
Compared to
Nine Months Ended September 30, 2019
|
Nine Months Ended
September 30, |
||||||||||||||
|
(in thousands)
|
2020
|
2019
|
Change
|
% Change
|
||||||||||
|
Net cash provided by operating activities
|
$
|
80,604
|
|
$
|
52,540
|
|
$
|
28,064
|
|
53.4
|
%
|
|||
|
Net cash used in investing activities
|
$
|
55,716
|
|
$
|
77,824
|
|
$
|
(22,108
|
)
|
(28.4
|
)%
|
|||
|
Net cash (used in) provided by financing activities
|
$
|
(14,612
|
)
|
$
|
23,806
|
|
$
|
(38,418
|
)
|
(161.4
|
)%
|
|||
Operating Activities
|
•
|
Net cash provided by operating activities increased primarily due to an increase in rental revenues resulting from the acquisition of 67 operating properties, inclusive of 60 properties acquired in the REIT Merger, since January 1, 2019, one of which was sold on May 28, 2020, offset by rent not being collected from two tenants, the leases with which were terminated during 2019, and the interest expense paid related to the increase in borrowings on our credit facility.
|
Investing Activities
|
•
|
Net cash used in investing activities decreased primarily due to a decrease in acquisition of real estate properties and proceeds from a real estate disposition, offset by the closing of the Internalization Transaction and an increase in capital projects, which include two development properties, during the
nine months
ended
September 30, 2020
.
|
Financing Activities
|
•
|
Net cash used in financing activities increased primarily due to an increase in repurchases of common stock, an increase in cash distributions paid to our stockholders primarily related to an increase in our number of stockholders as a result of the REIT Merger and a paydown of the credit facility, offset by an increase in proceeds from our credit facility that were used to fund share repurchases, two property acquisitions and the Internalization Transaction.
|
Distributions to Stockholders
The amount of distributions payable to our stockholders is determined by our board of directors and is dependent on a number of factors, including our funds available for distribution, financial condition, lenders' restrictions and limitations, capital expenditure requirements and the annual distribution requirements needed to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended. Our board of directors must authorize each distribution and may, in the future, authorize lower amounts of distributions or not authorize additional distributions and, therefore, distribution payments are not guaranteed. Additionally, our organizational documents permit us to pay distributions from unlimited amounts of any source, and we may use sources other than operating cash flows to fund distributions, including funds equal to amounts reinvested in the DRIP, which may reduce the amount of capital we ultimately invest in properties or other permitted investments.
We have funded distributions with operating cash flows from our properties and funds equal to amounts reinvested in the DRIP. To the extent that we do not have taxable income, distributions paid will be considered a return of capital to stockholders. The following table shows the sources of distributions paid during the
nine months
ended
September 30, 2020
and
2019
(amounts in thousands):
|
Nine Months Ended September 30,
|
|||||||||||||
|
2020
|
2019
|
||||||||||||
|
Distributions paid in cash - common stockholders
|
$
|
57,321
|
|
$
|
33,329
|
|
|||||||
|
Distributions reinvested (shares issued)
|
23,055
|
|
31,275
|
|
|||||||||
|
Total distributions
|
$
|
80,376
|
|
$
|
64,604
|
|
|||||||
|
Source of distributions:
|
|||||||||||||
|
Cash flows provided by operations
(1)
|
$
|
57,321
|
|
71
|
%
|
$
|
33,329
|
|
52
|
%
|
|||
|
Offering proceeds from issuance of common stock pursuant to the DRIP
(1)
|
23,055
|
|
29
|
%
|
31,275
|
|
48
|
%
|
|||||
|
Total sources
|
$
|
80,376
|
|
100
|
%
|
$
|
64,604
|
|
100
|
%
|
|||
|
(1)
|
Percentages were calculated by dividing the respective source amount by the total sources of distributions.
|
Total distributions declared but not paid on Class A shares, Class I shares, Class T shares and Class T2 shares as of
September 30, 2020
, were approximately
$8.8 million
for common stockholders. These distributions were paid on
October 1,
48
2020
.
For the
nine months
ended
September 30, 2020
, we declared and paid distributions of approximately
$80.4 million
to Class A stockholders, Class I stockholders, Class T stockholders and Class T2 stockholders, including shares issued pursuant to the DRIP, as compared to FFO (as defined below) for the
nine months
ended
September 30, 2020
of approximately
$99.9 million
.
The payment of distributions from sources other than FFO may reduce the amount of proceeds available for investment and operations or cause us to incur additional interest expense as a result of borrowed funds.
For a discussion of distributions paid subsequent to
September 30, 2020
, see
Note 18—"Subsequent Events"
to the
condensed consolidated
financial statements included in this
Quarterly Report on Form 10-Q
.
Contractual Obligations
As of
September 30, 2020
, we had approximately
$1,437.5 million
of principal debt outstanding, of which
$454.5 million
related to notes payable and
$983.0 million
related to our credit facility. See
Note 11—"Notes Payable and Credit Facility"
to the
condensed consolidated
financial statements that are a part of this
Quarterly Report on Form 10-Q
for certain terms of the debt outstanding.
Our contractual obligations as of
September 30, 2020
, were as follows (amounts in thousands):
|
|
Less than
1 Year |
1-3 Years
|
3-5 Years
|
More than
5 Years |
Total
|
||||||||||||||
|
Principal payments—fixed rate debt
|
$
|
1,200
|
|
$
|
78,356
|
|
$
|
29,686
|
|
$
|
109,470
|
|
$
|
218,712
|
|
||||
|
Interest payments—fixed rate debt
|
9,442
|
|
12,888
|
|
10,103
|
|
7,984
|
|
40,417
|
|
|||||||||
|
Principal payments—variable rate debt fixed through interest rate swap agreements
|
3,263
|
|
482,548
|
|
250,000
|
|
—
|
|
735,811
|
|
|||||||||
|
Interest payments—variable rate debt fixed through interest rate swap agreements
(1)
|
29,573
|
|
39,727
|
|
10,311
|
|
—
|
|
79,611
|
|
|||||||||
|
Principal payments—variable rate debt
|
—
|
|
213,000
|
|
270,000
|
|
—
|
|
483,000
|
|
|||||||||
|
Interest payments—variable rate debt
(2)
|
11,613
|
|
16,695
|
|
8,117
|
|
—
|
|
36,425
|
|
|||||||||
|
Capital expenditures
|
23,866
|
|
3,041
|
|
5,470
|
|
4,245
|
|
36,622
|
|
|||||||||
|
Ground lease and office lease payments
|
2,604
|
|
3,823
|
|
3,668
|
|
142,602
|
|
152,697
|
|
|||||||||
|
Deferred internalization transaction purchase price
(3)
|
7,500
|
|
7,500
|
|
—
|
|
—
|
|
15,000
|
|
|||||||||
|
Total
|
$
|
89,061
|
|
$
|
857,578
|
|
$
|
587,355
|
|
$
|
264,301
|
|
$
|
1,798,295
|
|
||||
|
(1)
|
We used the fixed rates under our interest rate swap agreements as of
September 30, 2020
, to calculate the debt payment obligations in future periods.
|
|
(2)
|
We used LIBOR plus the applicable margin under our variable rate debt agreements as of
September 30, 2020
, to calculate the debt payment obligations in future periods.
|
|
(3)
|
Represents contractual obligation under the Internalization Transaction Purchase Agreement dated July 28, 2020.
|
Off-Balance Sheet Arrangements
As of
September 30, 2020
, we had no off-balance sheet arrangements.
Related-Party Transactions and Arrangements
Prior to the completion of the Internalization Transaction, we had been a party to the advisory and management agreements with our Former Advisor and its affiliates. Pursuant to the agreements with our Former Advisor and its affiliates whereby we paid certain fees to, or reimbursed certain expenses of, our Former Advisor or its affiliates for acquisition and disposition fees and expenses, organization and offering expenses, asset and property management fees and reimbursement of operating costs. Refer to
Note 12—"Related-Party Transactions and Arrangements"
to our
condensed consolidated
financial statements that are a part of this
Quarterly Report on Form 10-Q
for a detailed discussion of the various related-party transactions and agreements. Going forward, as an internally managed company, we will no longer pay our Former Advisor and its affiliates any fees or expense reimbursements arising from such respective agreement.
49
Non-GAAP Financial Measures
In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use funds from operations, or FFO, and modified funds from operations, or MFFO, which are non-GAAP measures defined by management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and MFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, are provided below.
Funds from Operations and Modified Funds from Operations
One of our objectives is to provide cash distributions to our stockholders from cash generated by our operations. The purchase of real estate assets and real estate-related investments, and the corresponding expenses associated with that process, is a key operational feature of our business plan in order to generate cash from operations. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts, or NAREIT, an industry trade group, has promulgated a measure known as FFO, which we believe is an appropriate supplemental measure to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to our
net income
as determined under GAAP.
We define FFO, consistent with NAREIT’s definition, as
net income
(computed in accordance with GAAP), excluding gains (or losses) from sales of property and asset impairment write-downs, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
We, along with others in the real estate industry, consider FFO to be an appropriate supplemental measure of a REIT’s operating performance because it is based on a
net income
analysis of property portfolio performance that excludes non-cash items such as depreciation and amortization and asset impairment write-downs, which we believe provides a more complete understanding of our performance to investors and to our management, and when compared year over year, reflects the impact on our operations from trends in occupancy.
Historical accounting convention (in accordance with GAAP) for real estate assets requires companies to report their investment in real estate at its carrying value, which consists of capitalizing the cost of acquisitions, development, construction, improvements and significant replacements, less depreciation and amortization and asset impairment write-downs, if any, which is not necessarily equivalent to the fair market value of their investment in real estate assets.
The historical accounting convention requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time, which could be the case if such assets are not adequately maintained or repaired and renovated as required by relevant circumstances and/or as requested or required by lessees for operational purposes in order to maintain the value disclosed. We believe that, since the fair value of real estate assets historically rises and falls with market conditions including, but not limited to, inflation, interest rates, the business cycle, unemployment and consumer spending, presentations of operating results for a REIT using historical accounting for depreciation could be less informative.
In addition, we believe it is appropriate to disregard asset impairment write-downs as they are non-cash adjustments to recognize losses on prospective sales of real estate assets. Since losses from sales of real estate assets are excluded from FFO, we believe it is appropriate that asset impairment write-downs in advance of realization of losses should be excluded. Impairment write-downs are based on negative market fluctuations and underlying assessments of general market conditions, which are independent of our operating performance, including, but not limited to, a significant adverse change in the financial condition of our tenants, changes in supply and demand for similar or competing properties, changes in tax, real estate, environmental and zoning law, which can change over time. When indicators of potential impairment suggest that the carrying value of real estate and related assets may not be recoverable, we assess the recoverability by estimating whether we will recover the carrying value of the asset through undiscounted future cash flows and eventual disposition (including, but not limited to, net rental and lease revenues, net proceeds on the sale of property and any other ancillary cash flows at a property or group level under GAAP). If based on this analysis, we do not believe that we will be able to recover the carrying value of the real estate asset, we will record an impairment write-down to the extent that the carrying value exceeds the estimated fair value of the real estate asset. Testing for indicators of impairment is a continuous process and is analyzed on a quarterly basis or when indicators of impairment exist. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance, because estimated undiscounted future cash flows from a property, including estimated future net rental and lease revenues, net proceeds on the sale of the property, and certain other ancillary cash flows, are taken into account in determining whether an impairment charge has been incurred. While impairment charges are excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that
50
identifying impairments is based on estimated future undiscounted cash flows and that we intend to have a relatively limited term of our operations, it could be difficult to recover any impairment charges through the eventual sale of the property.
In developing estimates of expected future cash flows, we make certain assumptions regarding future market rental income amounts subsequent to the expiration of current lease arrangements, property operating expenses, terminal capitalization and discount rates, the expected number of months it takes to re-lease the property, 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 asset impairment, the extent of such loss, if any, as well as the carrying value of the real estate asset.
Publicly registered, non-listed REITs, such as us, typically have a significant amount of acquisition activity and are substantially more dynamic during their initial years of investment and operations. While other start up entities may also experience significant acquisition activity during their initial years, we believe that publicly registered, non-listed REITs, like us, are unique in that they have a limited life with targeted exit strategies within a relatively limited time frame after the acquisition activity ceases. We will use the cash flows from operations and debt financings to acquire real estate assets and real estate-related investments, and our board of directors will determine to pursue a liquidity event when it believes that the then-current market conditions are favorable; however, our board of directors does not anticipate evaluating a liquidity event (i.e., listing of our shares of common stock on a national securities exchange, a sale, the sale of all or substantially all of our assets, or another similar transaction) until five to seven years after the termination of our primary offering of our initial public offering, which is generally comparable to other publicly registered, non-listed REITs. Thus, we do not intend to continuously purchase real estate assets and intend to have a limited life. Due to these factors and other unique features of publicly registered, non-listed REITs, the Institute for Portfolio Alternatives, or the IPA, an industry trade group, has standardized a measure known as MFFO, which we believe to be another appropriate supplemental measure to reflect the operating performance of a publicly registered, non-listed REIT. MFFO is a metric used by management to evaluate sustainable performance and dividend policy. MFFO is not equivalent to our
net income
as determined under GAAP.
We define MFFO, a non-GAAP measure, consistent with the IPA’s definition in its Practice Guideline: FFO further adjusted for the following items included in the determination of GAAP
net income
; acquisition fees and expenses incurred in connection with business combinations; amounts related to straight-line rental income and amortization of above and below intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; mark-to-market adjustments included in
net income
; nonrecurring gains or losses included in
net income
from the extinguishment or sale of debt, hedges, foreign exchange, derivatives or securities holdings where trading of such holdings is not a fundamental attribute of the business plan, unrealized gains or losses resulting from consolidation from, or deconsolidation to, equity accounting, adjustments related to contingent purchase price obligations where such adjustments have been included in the derivation of GAAP
net income
, and after adjustments for a consolidated and unconsolidated partnership and joint ventures, with such adjustments calculated to reflect MFFO on the same basis. Our MFFO calculation complies with the IPA’s Practice Guideline, described above. In calculating MFFO, we exclude acquisition expenses in connection with the Internalization Transaction, amortization of above and below-market leases, along with the net of right-of-use assets - operating leases and right-of-use assets - finance lease, resulting from above- and below- market leases, and amounts related to straight-line rents (which are adjusted in order to reflect such payments from a GAAP accrual basis to closer to an expected to be received cash basis of disclosing the rent and lease payment). The other adjustments included in the IPA’s Practice Guidelines are not applicable to us.
Since MFFO excludes acquisition fees and expenses, it should not be construed as a historic performance measure. Acquisition expenses are paid in cash by us, and we have not set aside or put into escrow any specific amount of proceeds from our offerings to be used to fund acquisition expenses. Acquisition expenses incurred and paid in connection with the Internalization Transaction consist of payments to third parties. Acquisition expenses are paid in cash by us, and therefore if there are no proceeds remaining from the sale of shares of our common stock to fund future acquisition expenses, such expenses will need to be paid from either additional debt, operational earnings or cash flows, net proceeds from the sale of properties, or from ancillary cash flows. As a result, the amount of proceeds available for investment and operations would be reduced, or we may incur additional interest expense as a result of borrowed funds. Under GAAP, acquisition fees and expenses related to acquisitions determined to be business combinations are expensed as incurred, including investment transactions that are no longer under consideration, and, when incurred, are included in acquisition related expenses in the accompanying
condensed consolidated statements of comprehensive income (loss)
and acquisition fees and expenses associated with transactions determined to be an asset acquisition are capitalized.
All paid and accrued acquisition fees and expenses have negative effects on returns to investors, the potential for future distributions, and cash flows generated by us, unless earnings from operations or net sales proceeds from the disposition of other properties are generated to cover the purchase price of the real estate asset, these fees and expenses and other costs related to such property. In addition, MFFO may not be an indicator of our operating performance, especially during periods in which properties are being acquired.
51
In addition, certain contemplated non-cash fair value and other non-cash adjustments are considered operating non-cash adjustments to
net income
in determining cash flows from operations in accordance with GAAP.
We use MFFO and the adjustments used to calculate it in order to evaluate our performance against other publicly registered, non-listed REITs, which intend to have limited lives with short and defined acquisition periods and targeted exit strategies thereafter. As noted above, MFFO may not be a useful measure of the impact of long-term operating performance if we do not continue to operate in this manner. We believe that our use of MFFO and the adjustments used to calculate it allow us to present our performance in a manner that reflects certain characteristics that are unique to publicly registered, non-listed REITs, such as their limited life, limited and defined acquisition period and targeted exit strategy, and hence the use of such measures may be useful to investors. For example, acquisition fees and expenses are intended to be funded from financing sources and not from operations. By excluding acquisition fees and expenses related to business combination transactions, the use of MFFO provides information consistent with management’s analysis of the operating performance of its real estate assets. Additionally, fair value adjustments, which are based on the impact of current market fluctuations and underlying assessments of general market conditions, but can also result from operational factors such as rental and occupancy rates, may not be directly related or attributable to our current operating performance. By excluding such charges that may reflect anticipated and unrealized gains or losses, we believe MFFO provides useful supplemental information.
Presentation of this information is intended to assist management and investors in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO and MFFO the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO and MFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as an alternative to
net income
as an indication of our performance, as an indication of our liquidity, or indicative of funds available for our cash needs, including our ability to make distributions to our stockholders. FFO and MFFO should be reviewed in conjunction with other measurements as an indication of our performance. MFFO has limitations as a performance measure. However, MFFO may be useful in assisting management and investors in assessing the sustainability of operating performance in future operating periods, and in particular, after the offering and acquisition stages are complete and net asset value is disclosed. MFFO is not a useful measure in evaluating net asset value since impairment write-downs are taken into account in determining net asset value but not in determining MFFO.
FFO and MFFO, as described above, should not be construed to be more relevant or accurate than the current GAAP methodology in calculating
net income
or in its applicability in evaluating our operational performance. The method used to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operating performance and considered more prominently than the non-GAAP FFO and MFFO measures and the adjustments to GAAP in calculating FFO and MFFO. MFFO has not been scrutinized to the level of other similar non-GAAP performance measures by the SEC or any other regulatory body.
52
Reconciliation of FFO and MFFO
The following is a reconciliation of
net income (loss) attributable to common stockholders
, which is the most directly comparable GAAP financial measure, to FFO and MFFO for the
three and nine months
ended
September 30, 2020
and
2019
(amounts in thousands, except share data and per share amounts):
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
Net income (loss) attributable to common stockholders
|
$
|
5,264
|
|
$
|
(9,630
|
)
|
$
|
22,028
|
|
$
|
995
|
|
|||
|
Adjustments:
|
|||||||||||||||
|
Depreciation and amortization
(1)
|
28,248
|
|
16,254
|
|
80,607
|
|
50,110
|
|
|||||||
|
Gain on real estate disposition
|
—
|
|
—
|
|
(2,703
|
)
|
—
|
|
|||||||
|
Impairment loss on real estate
|
—
|
|
13,000
|
|
—
|
|
13,000
|
|
|||||||
|
FFO attributable to common stockholders
|
$
|
33,512
|
|
$
|
19,624
|
|
$
|
99,932
|
|
$
|
64,105
|
|
|||
|
Adjustments:
|
|||||||||||||||
|
Amortization of intangible assets and liabilities
(2)
|
(2,810
|
)
|
(1,285
|
)
|
(4,067
|
)
|
(3,438
|
)
|
|||||||
|
Reduction in the carrying amount of right-of-use assets - operating leases and finance lease, net
|
235
|
|
141
|
|
702
|
|
365
|
|
|||||||
|
Straight-line rent
(3)
|
(5,235
|
)
|
(2,784
|
)
|
(16,146
|
)
|
(8,440
|
)
|
|||||||
|
Internalization transaction expenses
(4)
|
2,235
|
|
—
|
|
3,640
|
|
—
|
|
|||||||
|
MFFO attributable to common stockholders
|
$
|
27,937
|
|
$
|
15,696
|
|
$
|
84,061
|
|
$
|
52,592
|
|
|||
|
Weighted average common shares outstanding - basic
|
221,346,730
|
|
137,063,509
|
|
221,293,405
|
|
136,461,135
|
|
|||||||
|
Weighted average common shares outstanding - diluted
|
221,406,461
|
|
137,063,509
|
|
221,335,874
|
|
136,484,303
|
|
|||||||
|
Weighted average common shares outstanding - diluted for FFO
|
221,406,461
|
|
137,082,259
|
|
221,335,874
|
|
136,484,303
|
|
|||||||
|
Net income per common share - basic
|
$
|
0.02
|
|
$
|
(0.07
|
)
|
$
|
0.10
|
|
$
|
0.01
|
|
|||
|
Net income per common share - diluted
|
$
|
0.02
|
|
$
|
(0.07
|
)
|
$
|
0.10
|
|
$
|
0.01
|
|
|||
|
FFO per common share - basic
|
$
|
0.15
|
|
$
|
0.14
|
|
$
|
0.45
|
|
$
|
0.47
|
|
|||
|
FFO per common share - diluted
|
$
|
0.15
|
|
$
|
0.14
|
|
$
|
0.45
|
|
$
|
0.47
|
|
|||
|
|
|
(1)
|
During the three months ended
September 30, 2020
and
2019
, we wrote off in-place lease intangible assets in the amounts of approximately
$3.2 million
and $0.5 million, respectively, by accelerating the amortization of the acquired intangible assets. During the
nine months
ended
September 30, 2020
and
2019
, we wrote off in-place lease intangible assets in the amounts of approximately
$4.7 million
and
$3.2 million
, respectively, by accelerating the amortization of the acquired intangible assets.
|
|
(2)
|
Under GAAP, certain intangibles are accounted for at cost and reviewed for impairment. However, because real estate values and market lease rates historically rise or fall with market conditions, management believes that by excluding charges related to amortization of these intangibles, MFFO provides useful supplemental information on the performance of the real estate. During the
nine months
ended
September 30, 2020
, we wrote off an above-market lease intangible asset in the amount of approximately
$0.3 million
, by accelerating the amortization of the acquired intangible asset. During the three and nine months ended September 30, 2020, we wrote off one below-market lease intangible liability in the amount of approximately
$2.0 million
by accelerating the amortization of the acquired intangible liability. During the three and nine months ended September 30, 2019, we wrote off one below-market lease intangible liability in the amount of approximately $0.2 million by accelerating the amortization of the acquired intangible liability.
|
|
(3)
|
Under GAAP, rental revenue is recognized on a straight-line basis over the terms of the related lease (including rent holidays if applicable). This may result in income recognition that is significantly different than the underlying contract terms. During the three and nine months ended September 30, 2020, we wrote off approximately $0.1 million of straight-line rent. During the three and nine months ended
September 30, 2019
, we wrote off approximately $0.1 million and
$0.6 million
, respectively, of straight-line rent. By adjusting for the change in straight-line rent receivable, MFFO may provide useful supplemental information on the realized economic impact of lease terms, providing insight on the expected contractual cash flows of such lease terms, and aligns with our analysis of operating performance.
|
|
(4)
|
Under GAAP, acquisition fees and expenses related to transactions determined to be business combinations are expensed as incurred. Internalization transaction expenses consist primarily of legal fees, as well as fees for other professional and financial advisors incurred in connection with the Internalization Transaction. We believe that adjusting for such non-
|
53
recurring items provides useful supplemental information because such expenses may not be reflective of on-going operations and aligns with our analysis of operating performance.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, the primary market risk to which we are exposed is interest rate risk.
We have obtained variable rate debt financing to fund certain property acquisitions, and we are exposed to changes in the one-month LIBOR. Our objectives in managing interest rate risk seek to limit the impact of interest rate changes on operations and cash flows, and to lower overall borrowing costs. To achieve these objectives, we will borrow primarily at interest rates with the lowest margins available and, in some cases, with the ability to convert variable interest rates to fixed rates.
In July 2017, the Financial Conduct Authority, or FCA, which regulates LIBOR, announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate, or the SOFR, as its preferred alternative to USD-LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
As of
September 30, 2020
, we had
20
interest rate swap agreements outstanding, which mature on various dates from
December 2020
to
December 2024
, with an aggregate notional amount under the swap agreements of
$735.8 million
. In addition, a
s of
September 30, 2020
, we had
$483.0 million
principal variable rate debt outstanding that is indexed to LIBOR.
We are monitoring and evaluating the related risks, which include interest on variable rate debt and amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur. The value of variable rate debt or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the method of transitioning to an alternative rate may be challenging, as they may require negotiation with the respective counterparty.
If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact on our
20
interest rate swap agreements
and variable rate debt is likely to vary by agreement. If LIBOR is discontinued or if the methods of calculating LIBOR change from their current form, interest rates on our current or future indebtedness may be adversely affected.
While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
We have entered, and may continue to enter, into derivative financial instruments, such as interest rate swaps, in order to mitigate our interest rate risk on a given variable rate financial instrument. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. We manage the market risk associated with interest rate contracts by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. We have not entered, and do not intend to enter, into derivative or interest rate transactions for speculative purposes. We may also enter into rate-lock arrangements to lock interest rates on future borrowings.
In addition to changes in interest rates, the value of our future investments will be subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants, which may affect our ability to refinance our debt, if necessary.
54
The following table summarizes our principal debt outstanding as of
September 30, 2020
(amounts in thousands):
|
September 30, 2020
|
|||
|
Notes payable:
|
|||
|
Fixed rate notes payable
|
$
|
218,712
|
|
|
Variable rate notes payable fixed through interest rate swaps
|
235,811
|
|
|
|
Total notes payable
|
454,523
|
|
|
|
Credit facility:
|
|||
|
Variable rate revolving line of credit
|
183,000
|
|
|
|
Variable rate term loan fixed through interest rate swaps
|
500,000
|
|
|
|
Variable rate term loans
|
300,000
|
|
|
|
Total credit facility
|
983,000
|
|
|
|
Total principal debt outstanding
(1)
|
$
|
1,437,523
|
|
|
(1)
|
As of
September 30, 2020
, the weighted average interest rate on our total debt outstanding was
3.5%
.
|
As of
September 30, 2020
,
$483.0 million
of the
$1,437.5 million
total principal debt outstanding was subject to variable interest rates with a weighted average interest rate of
2.4%
per annum. As of
September 30, 2020
, an increase of 50 basis points in the market rates of interest would have resulted in an increase in interest expense of approximately
$2.4 million
per year.
As of
September 30, 2020
, we had
20
interest rate swap agreements outstanding, which mature on various dates from
December 2020
to
December 2024
, with an aggregate notional amount under the swap agreements of
$735.8 million
. As of
September 30, 2020
, the aggregate settlement liability value was
$25.3 million
. The settlement value of these interest rate swap agreements is dependent upon existing market interest rates and swap spreads. As of
September 30, 2020
, an increase of 50 basis points in the market rates of interest would have resulted in a decrease to the settlement liability value of these interest rate swaps to
$16.4 million
. These interest rate swap agreements were designated as hedging instruments.
We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.
(a)
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and we necessarily were required to apply our judgment in evaluating whether the benefits of the controls and procedures that we adopt outweigh their costs.
As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we conducted an evaluation as of
September 30, 2020
under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of
September 30, 2020
, were effective at a reasonable assurance level.
(b)
Changes in internal control over financial reporting.
During the three months ended September 30, 2020, we modified existing controls and processes to support the Internalization Transaction.
There have been no other changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the
three months
ended
September 30, 2020
, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
55
We are not aware of any material pending legal proceedings to which we are a party or to which our properties are the subject. See
Note 17—"Commitments and Contingencies"
to the
condensed consolidated
financial statements that are a part of this
Quarterly Report on Form 10-Q
.
There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 27, 2020, except as noted below.
Distributions paid from sources other than our cash flows from operations, including from the proceeds of our Offerings, will result in us having fewer funds available for the acquisition of properties and real estate-related investments, which may adversely affect our ability to fund future distributions with cash flows from operations and may adversely affect a stockholder's overall return.
We have paid, and may continue to pay, distributions from sources other than from our cash flows from operations. For the
nine months
ended
September 30, 2020
, our cash flows provided by operations of approximately
$80.6 million
covered 100% of our distributions paid (total distributions were approximately
$80.4 million
, of which
$57.3 million
was cash and
$23.1 million
was reinvested in shares of our common stock pursuant to the DRIP) during such period. For the year ended December 31, 2019, our cash flows provided by operations of approximately $80.1 million was a shortfall of approximately $9.3 million, or 10.4%, of our distributions paid (total distributions were approximately $89.4 million, of which $49.5 million was cash and $39.9 million was reinvested in shares of our common stock pursuant to the DRIP) during such period and such shortfall was paid from proceeds from our DRIP Offering.
We may pay, and have no limits on the amounts we may pay, distributions from any source, such as from borrowings, the sale of assets and the sale of additional securities. Funding distributions from borrowings could restrict the amount we can borrow for investments, which may affect our profitability. Funding distributions from the sale of assets may affect our ability to generate cash flows. Funding distributions from the sale of additional securities could dilute stockholders' interest in us if we sell shares of our common stock to third party investors. As a result, the return investors may realize on their investment may be reduced and investors who invested in us before we generated significant cash flow may realize a lower rate of return than later investors. Payment of distributions from any of the aforementioned sources could restrict our ability to generate sufficient cash flows from operations, affect our profitability and/or affect the distributions payable upon a liquidity event, any or all of which may have an adverse effect on an investment in us.
A high concentration of our properties in a particular geographic area, or of tenants in a similar industry, would magnify the effects of downturns in that geographic area or industry.
As of
September 30, 2020
, we owned
153
properties, located in
68
MSAs, and
two
µSAs,
two
of which accounted for 10.0% or more of our revenue for the
nine months
ended
September 30, 2020
. Properties located in the
Atlanta-Sandy Springs-Roswell, Georgia MSA
and the
Houston-The Woodlands-Sugar Land, Texas MSA
accounted for
12.7%
and
10.2%
, respectively, of our rental revenue for the
nine months
ended
September 30, 2020
. There is a geographic concentration of risk subject to fluctuations in each MSA’s economy. Geographic concentration of our properties exposes us to economic downturns in the areas where our properties are located. A regional or local recession in any of these areas could adversely affect our ability to generate or increase operating revenues, attract new tenants or dispose of unproductive properties. Similarly, if tenants of our properties become concentrated in a certain industry or industries, any adverse effect to that industry generally would have a disproportionately adverse effect on our portfolio.
As of
September 30, 2020
, we had
one
exposure to tenant concentration that accounted for 10.0% or more of rental revenue for the
nine months
ended
September 30, 2020
. The leases with tenants under common control of
Post Acute Medical, LLC
accounted for
10.1%
of rental revenue for the
nine months
ended
September 30, 2020
.
Our investments in properties where the underlying tenant has a below investment grade credit rating, as determined by major c
redit rating agencies, or unrated tenants, may have a greater risk of default and therefore may have an adverse impact on our returns on that asset and our operating results.
During the
nine months
ended
September 30, 2020
, approximately
16.6%
of our total rental revenue was derived from tenants that had an investment grade credit rating from a major ratings agency,
17.0%
of our total rental revenue was derived from tenants that were rated but did not have an investment grade credit rating from a major ratings agency and
66.4%
of our total rental revenue was derived from tenants that were not rated. Approximately
17.3%
of our total rental revenue was derived from non-rated tenants that were affiliates of companies having an investment grade credit rating. Our investments with tenants
56
that do not have an investment grade credit rating from a major ratings agency or were not rated and are not affiliated with companies having an investment grade credit rating may have a greater risk of default and bankruptcy than investments in properties leased exclusively to investment grade tenants. When we invest in properties where the tenant does not have a publicly available credit rating, we use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which include but are not limited to reviewing the tenant’s financial information (i.e., financial ratios, net worth, revenue, cash flows, leverage and liquidity) and monitoring local market conditions. If our lender or a credit rating agency disagrees with our ratings estimates, or our ratings estimates are otherwise inaccurate, we may not be able to obtain our desired level of leverage or our financing costs may exceed those that we projected. This outcome could have an adverse impact on our returns on that asset and hence our operating results.
In evaluating potential property acquisitions, we apply credit underwriting criteria to the existing tenants of such properties. Similarly, we will apply credit underwriting criteria to possible new tenants when we are re-leasing properties in our portfolio (to the extent applicable). We expect many of the tenants of our properties to be creditworthy national or regional companies with high net worth and high operating income.
A tenant is considered creditworthy if it has a financial profile that we believe meets our criteria. In evaluating the creditworthiness of a tenant or prospective tenant, we will not use specific quantifiable standards, but will consider many factors, including, but not limited to, the proposed terms of the property acquisition, the financial condition of the tenant and/or guarantor, the operating history of the property with the tenant, the tenant’s market share and track record within its industry segment, the general health and outlook of the tenant’s industry segment, and the lease length and other lease terms at the time of the property acquisition.
We monitor the credit of our tenants to stay abreast of any material changes in credit quality. We monitor tenant credit by (1) reviewing the credit ratings of tenants (or their parent companies) that are rated by nationally recognized rating agencies, (2) reviewing financial statements that are publicly available or that are required to be delivered to us under the applicable lease, (3) monitoring news reports and other available information regarding our tenants and their underlying businesses, (4) monitoring the timeliness of rent collections, and (5) conducting periodic inspections of our properties to ascertain proper maintenance, repair and upkeep. During the
nine months
ended
September 30, 2020
, and subsequent, through the day of this Quarterly Report on Form 10-Q,
certain of our tenants experienced a deterioration in their creditworthiness due to number of factors, including but not limited to the COVID-19 pandemic, however, none of these tenants are material to our overall portfolio.
Terrorist attacks, acts of violence or war, civil unrest or public health crises (including the ongoing COVID-19 pandemic) may affect the markets in which we operate and have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.
Terrorist attacks, acts of violence or war, civil unrest and public health crises (including the ongoing COVID-19 pandemic) may negatively affect our operations and our stockholders’ investments. We may acquire real estate assets located in areas that are susceptible to terrorist attacks, acts of war, civil unrest, or public health crises. These events may directly impact the value of our assets through damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Further, certain losses resulting from these types of events are uninsurable or not insurable at reasonable costs.
More generally, any terrorist attack, other act of violence or war, or public health crisis (such as the COVID-19 pandemic) could result in increased volatility in, or damage to, the U.S. and worldwide financial markets and economy, all of which could adversely affect our tenants’ ability to pay rent on their leases or our ability to borrow money at acceptable prices, which could have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.
The number of tenants that requested rent deferrals to date as a result of the COVID-19 pandemic, relative to the overall portfolio, is a minor share, and we anticipate a relatively short duration of these unprecedented circumstances. As of November 6, 2020, we have cash and available liquidity of approximately $250 million, which equates to almost two times annual operating expenses and annual debt service based on our annualized nine months ended September 30, 2020 results. Furthermore, we will enforce our contractual lease rights when and where appropriate to ensure that tenants who can pay rent, do pay rent. However, if tenants default on their rent and vacate, the ability to re-lease the space is likely to be more difficult if the economic slowdown continues, which could have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.
57
Unregistered Sales of Equity Securities
On July 1, 2020, we granted an aggregate of 27,744 shares of restricted Class A common stock under our Amended and Restated 2014 Restricted Share Plan, or the A&R Incentive Plan, to our four independent directors at a price per share of $8.65, the most recent estimated net asset value per share. Each independent director received 6,936 shares of restricted Class A common stock. Restricted shares of Class A common stock issued to the independent directors in July 2020 will vest over a three-year period following the first anniversary of the date of grant in increments of 33.34% per annum.
On October 1, 2020, in accordance with the A&R Incentive Plan, we awarded an aggregate of 3,468 shares of restricted Class A common stock under the A&R Incentive Plan, to our four independent directors at a price per share of $8.65. Each independent director received 867 shares of restricted Class A common stock. Restricted stock issued to our independent directors will vest over a one-year period.
On October 1, 2020, Mr. Seton and Ms. Neely received a grant of 231,214 and 115,607 time-based restricted shares of Class A common stock, respectively, with a grant date fair value of $2,000,000 and $1,000,000, respectively, which, subject to the Executive’s continuous employment through the applicable vesting dates, with certain exceptions, will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” (such as a listing of our stock on a nationally recognized stock exchange or an underwritten public offering of our stock). The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
Additionally, on October 1, 2020, we granted one-time awards of
206,936
restricted shares of Class A common stock to certain employees at a price per share of $8.65. The restricted shares of Class A common stock will vest on December 31, 2024, or, if earlier, on the 15th month anniversary of the date of a “qualified event” defined above. The awards were granted under and subject to the terms of the A&R Incentive Plan and an award agreement.
The foregoing issuance of the restricted shares of our Class A common stock were not registered under the Securities Act and were issued in reliance on Section 4(a)(2) of the Securities Act. There were no other sales of unregistered securities during the three months ended September 30, 2020.
Share Repurchase Program
Prior to the time that our shares are listed on a national securities exchange, if ever, our SRP, as described below, may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to us, subject to restrictions and applicable law. We are not obligated to repurchase shares under our SRP.
Holding Period.
Generally, a stockholder must have beneficially held its Class A shares, Class I shares, Class T shares, or Class T2 shares, as applicable, for at least one year prior to offering them for sale to us through our SRP. A stockholder or his or her estate, heir or beneficiary may present to us fewer than all of the shares owned for repurchase.
a.
Former Carter Validus Mission Critical REIT, Inc. Stockholders.
For purposes of determining whether any former Carter Validus Mission Critical REIT, Inc., or CVREIT, stockholder qualifies for participation under our SRP, former CVREIT stockholders will receive full credit for the time they held CVREIT common stock prior to the consummation of our merger with CVREIT.
b.
Distribution Reinvestment Plan
. In the event that we repurchase all of one stockholder’s shares, any shares that the stockholder purchased pursuant to our DRIP will be excluded from the one-year holding requirement. In the event that a stockholder requests a repurchase of all of its shares, and such stockholder is participating in the DRIP, the stockholder will be deemed to have notified us, at the time the stockholder submits the repurchase request, that the stockholder is terminating participation in the DRIP and has elected to receive future distributions in cash. This election will continue in effect even if less than all of the stockholder’s shares are accepted for repurchase unless the stockholder notifies us that the stockholder wishes to resume participation in the DRIP.
c.
Death of a Stockholder.
Subject to the conditions and limitations described within the SRP, we may repurchase shares held for less than one year upon the death of a stockholder who is a natural person, including shares held by such stockholder through an IRA or other retirement or profit-sharing plan, after receiving written notice from the estate of the stockholder or the recipient of the shares through bequest or inheritance within 18 months from the date of death. If spouses are joint registered holders of the shares, the request to repurchase the shares may be made only if both registered holders die. The waiver of the one-year holding period will not apply to a stockholder that is not a natural person, such as a trust, partnership, corporation or other similar entity.
d.
Qualifying Disability.
Subject to the conditions and limitations described within the SRP, we will repurchase shares held for less than one year requested by a stockholder who is a natural person, including shares of our common stock held by
58
such stockholder through an IRA or other retirement or profit-sharing plan, with a “Qualifying Disability” as defined within the SRP, after receiving written notice from such stockholder within 18 months from the date of the qualifying disability, provided that the condition causing the qualifying disability was not pre-existing on the date that the stockholder became a stockholder. The waiver of the one-year holding period will not apply to a stockholder that is not a natural person, such as a trust, partnership, corporation, or similar entity.
e.
Involuntary Exigent Circumstance.
Our board of directors may, in its sole discretion, waive the one-year holding period requirement for stockholders who demonstrate, in the discretion of our board of directors, an involuntary exigent circumstance, such as bankruptcy.
Purchase Price.
The purchase price for shares repurchased under our SRP will be 100% of the most recent estimated NAV per share of the Class A common stock, Class I common stock, Class T common stock or Class T2 common stock, as applicable (in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock). Our board of directors will adjust the estimated NAV per share of each our classes of common stock if we have made one or more special distributions to stockholders. Our board of directors will determine, in its sole discretion, which distributions, if any, constitute a special distribution.
Repurchases of Shares.
Repurchases of our shares of common stock are at our discretion and generally will be made quarterly upon written request to us by the last day of the applicable quarter. Valid repurchase requests will be honored approximately 30 days following the end of the applicable quarter, which we refer to as the “Repurchase Date.” Stockholders may withdraw their repurchase request at any time up to 15 days prior to the Repurchase Date. If a repurchase request is granted, we or our agent will send the repurchase amount to each stockholder or heir, beneficiary or estate of a stockholder on or about the Repurchase Date.
Repurchase Limitations.
We will determine whether we have sufficient funds and/or shares available as soon as practicable after the end of each fiscal quarter, but in any event prior to the applicable Repurchase Date.
a.
5% Share Limitation.
During any calendar year, we will not repurchase in excess of 5.0% of the number of shares of common stock outstanding on December 31st of the previous calendar year, or the 5% Share Limitation.
b.
Quarterly Share Limitations.
We limit the number of shares repurchased each quarter pursuant to our SRP as follows (subject to the DRIP Funding Limitation (as defined below)):
|
•
|
On the first quarter Repurchase Date, which generally will be January 30 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year;
|
|
•
|
On the second quarter Repurchase Date, which generally will be April 30 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year;
|
|
•
|
On the third quarter Repurchase Date, which generally will be July 30 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year; and
|
|
•
|
On the fourth quarter Repurchase Date, which generally will be October 30 of the applicable year, we will not repurchase in excess of 1.25% of the number of shares outstanding on December 31st of the previous calendar year.
|
In the event we do not repurchase 1.25% of the number of shares outstanding on December 31st of the previous calendar year in any particular quarter, we will increase the limitation on the number of shares to be repurchased in the next quarter and continue to adjust the quarterly limitations as necessary in accordance with the 5% annual limitation.
c.
DRIP Funding Limitations.
We intend to fund our SRP with proceeds we received during the prior year ended December 31 from the sale of shares pursuant to the DRIP. We will limit the amount of DRIP proceeds used to fund share repurchases in each quarter to 25% of the amount of DRIP proceeds received during the previous calendar year, or the DRIP Funding Limitation; provided, however, that if we do not reach the DRIP Funding Limitation in any particular quarter, we will apply the remaining DRIP proceeds to the next quarter Repurchase Date and continue to adjust the quarterly limitations as necessary in order to use all of the available DRIP proceeds for a calendar year, if needed. We cannot guarantee that DRIP proceeds will be sufficient to accommodate all requests made each quarter. Our board of directors may, in its sole discretion, reserve other operating funds to fund the SRP, but is not required to reserve such funds.
As a result of the limitations described in (a) – (c) above, some or all of a stockholder’s shares may not be repurchased. Each quarter, we will process repurchase requests made in connection with the death or Qualifying Disability of a stockholder, or, in the discretion of the Board, an involuntary exigent circumstance, such as bankruptcy, prior to processing any other
59
repurchase requests. If we are unable to process all eligible repurchase requests within a quarter due to the limitations described above or in the event sufficient funds are not available, shares will be repurchased as follows: (i) first, pro rata as to repurchases upon the death or Qualifying Disability of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrate, in the discretion of our board of directors, an involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests.
If we do not repurchase all of the shares for which repurchase requests were submitted in any quarter, all outstanding repurchase requests will automatically roll over to the subsequent quarter and priority will be given to the repurchase requests in the subsequent quarter as provided above. A stockholder or his or her estate, heir or beneficiary, as applicable, may withdraw a repurchase request in whole or in part at any time up to 15 days prior to the Repurchase Date.
Deadline for Presentment.
A stockholder who wishes to have shares repurchased must mail or deliver to us a written request on a form provided by us and executed by the stockholder, its trustee or authorized agent, which we must receive by the last day of the quarter in which the stockholder is requesting a repurchase of his or her shares. An estate, heir or beneficiary that wishes to have shares repurchased following the death of a stockholder must mail or deliver to us a written request on a form provided by us, including evidence acceptable to our board of directors of the death of the stockholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent, which we must receive by the last day of the quarter in which the estate, heir, or beneficiary is requesting a repurchase of its shares.
No Encumbrances.
All shares presented for repurchase must be owned by the stockholder(s) making the presentment, or the party presenting the shares must be authorized to do so by the owner(s) of the shares. Such shares must be fully transferable and not subject to any liens or encumbrances. Upon receipt of a request for repurchase, we may conduct a Uniform Commercial Code search to ensure that no liens are held against the shares. Any costs in conducting the Uniform Commercial Code search will be borne by us.
Account Minimum.
In the event any stockholder fails to maintain a minimum balance of $2,000 of Class A shares, Class I shares, Class T shares, or Class T2 shares, we may repurchase all of the shares held by that stockholder at the NAV per share repurchase price in effect on the date we determine that the stockholder has failed to meet the minimum balance.
Proration of Shares Repurchased in Second Quarter
We determined that we reached the DRIP Funding Limitation for the 2020 second quarter Repurchase Date. Consequently, all repurchase requests were not fully processed for such repurchase date. Therefore, properly submitted repurchase requests that we received by March 31, 2020, were repurchased in accordance with the SRP as follows (unless they were below the SRP’s account minimum threshold of $2,000, in which case they were repurchased in full): (i) first, pro rata as to repurchases upon the death or qualifying disability of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrated, in the discretion of our board of directors, another involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases to stockholders subject to a mandatory distribution requirement under such stockholder’s IRA; and (iv) finally, pro rata as to all other repurchase requests. Repurchases of shares we received during the prorated period within categories (i) and (ii) above were repurchased in full. There were no repurchases of shares we received within category (iii) above. Repurchase of shares we received within category (iv) above were repurchased based on a proration of approximately 8.25% of the shares made in the requests.
Partial Suspension of the SRP
On
April 30, 2020
, due to the uncertainty surrounding the COVID-19 pandemic and any impact it may have on us, our board of directors decided to temporarily suspend share repurchases under our SRP, effective with repurchase requests that would otherwise be processed on the third quarter repurchase date, which was
July 30, 2020
. However, we will continue to process repurchases due to death in accordance with the terms of our SRP. We will announce any updates concerning our SRP in a Current Report on Form 8-K. Any unprocessed requests will automatically roll over to be considered for repurchase when we fully reopen our SRP, unless a stockholder withdraws the request for repurchase 15 days prior to the next announced repurchase date.
60
During the
three months
ended
September 30, 2020
, we fulfilled the following repurchase requests pursuant to our SRP:
|
Period
|
Total Number of
Shares Repurchased |
Average
Price Paid per Share |
Total Number of Shares
Purchased as Part of Publicly Announced Plans and Programs |
Approximate Dollar Value
of Shares Available that may yet be Repurchased under the Program |
||||||||||
|
July 2020
|
195,054
|
|
$
|
8.65
|
|
195,053
|
|
$
|
—
|
|
||||
|
August 2020
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
||||
|
September 2020
(1)
|
29,362
|
|
$
|
8.65
|
|
29,362
|
|
$
|
—
|
|
||||
|
Total
|
224,416
|
|
224,415
|
|
||||||||||
|
(1)
|
On September 30, 2020, in accordance with the Purchase Agreement, we repurchased 29,362 shares held by Carter Validus REIT Management Company II, LLC, our former sponsor, for an aggregate purchase price of approximately $254,000 (an average of $8.65 per share).
|
During the
three months
ended
September 30, 2020
, we repurchased approximately
$1,940,000
of Class A shares, Class T shares and Class T2 shares of common stock.
Additionally, effective as of the closing of the Internalization Transaction, the Operating Partnership redeemed the limited partner interest held by our Former Advisor for an aggregate purchase price of approximately $2,000.
61
None.
Not applicable.
62
None.
63
Effective September 30, 2020, Carter Validus Mission Critical REIT II, Inc., Carter Validus Operating Partnership II, LP, CVMC REIT II, LLC, CVOP Partner, LLC, Carter/Validus Operating Partnership, LP and CV Manager, LLC changed their names to Sila Realty Trust, Inc., Sila Realty Operating Partnership, LP, Sila REIT, LLC, Sila Partner, LLC, Sila Operating Partnership, LP and Sila Realty Management Company, LLC, respectively. With respect to documents executed prior to the name change, the following Exhibit List refers to the entity names used prior to the name changes in order to accurately reflect the names of the entities that appear on such documents.
|
Exhibit
No:
|
|
|
|
2.1
|
||
|
2.2
|
||
|
2.3
|
||
|
2.4
|
||
|
3.1
|
|
|
|
3.2
|
|
|
|
3.3
|
||
|
3.4
|
||
|
3.5
|
||
|
3.6
|
||
|
3.7
|
||
|
3.8
|
||
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
||
|
4.6
|
|
|
|
4.7
|
||
|
10.1
|
||
|
10.2
|
||
|
10.3
|
||
|
10.4
|
||
|
10.5
|
||
|
10.6
|
||
|
10.7
|
||
|
10.8*
|
||
|
10.9*
|
||
|
31.1*
|
||
|
31.2*
|
||
|
32.1**
|
||
|
32.2**
|
||
|
99.1
|
||
|
99.2
|
||
|
99.3
|
||
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act, except to the extent that the registrant specifically incorporates it by reference.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
SILA REALTY TRUST, INC.
|
|||
|
(Registrant)
|
|||
|
Date: November 16, 2020
|
By:
|
/s/ MICHAEL A. SETON
|
|
|
Michael A. Seton
|
|||
|
Chief Executive Officer
|
|||
|
(Principal Executive Officer)
|
|||
|
Date: November 16, 2020
|
By:
|
/s/ KAY C. NEELY
|
|
|
Kay C. Neely
|
|||
|
Chief Financial Officer
|
|||
|
(Principal Financial Officer and Principal Accounting Officer)
|
|||
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Condensed Consolidated Financial StatementsNote 1 Organization and Business OperationsNote 4 "acquisitions and Dispositions"Note 2 Summary Of Significant Accounting PoliciesNote 9 "other Assets, Net."Note 3 "internalization Transaction"Note 8 "notes Receivable, Net"Note 13 "segment Reporting"Note 15 "derivative Instruments and Hedging Activities."Note 3 Internalization TransactionNote 4 Acquisitions and DispositionsNote 5 Acquired Intangible Assets, NetNote 6 Acquired Intangible Liabilities, NetNote 7 LeasesNote 8 Notes Receivable, NetNote 9 Other Assets, NetNote 10 Accounts Payable and Other LiabilitiesNote 11 Notes Payable and Credit FacilityNote 12 Related-party Transactions and ArrangementsNote 13 Segment ReportingNote 14 Fair ValueNote 15 "derivative Instruments and Hedging Activities"Note 15 Derivative Instruments and Hedging ActivitiesNote 14 "fair Value"Note 16 Accumulated Other Comprehensive (loss) IncomeNote 17 Commitments and ContingenciesNote 18 Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 3 "internalization Transaction."Note 18 "subsequent Events"Note 11 "notes Payable and Credit Facility"Note 12 "related-party Transactions and Arrangements"Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsNote 17 "commitments and Contingencies"Item 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits