v3.20.2

Internalization (Tables) | 6 Months Ended
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Jun. 30, 2020
Internalization [Abstract] |
Schedule of Base Consideration | The consideration paid at closing of the Internalization is summarized in the following table:
(in thousands) |  |  |  |
Issuance of 781 shares of common stock |  | $ | 66,376 |
Issuance of 1,320 OP Units |  |  | 112,159 |
Cash |  |  | 30,981 |
Base consideration |  |  | 209,516 |
Initial estimate of fair value of earnout liability |  |  | 40,119 |
Total consideration |  | $ | 249,635 |
Summary of Earnout Tranches, Applicable VWAP of REIT Share and AFFO Per Share, and Applicable Earnout Periods | The earnout tranches, applicable 40-day VWAP of a REIT Share and AFFO per share, and the applicable Earnout Periods are as follows:
(in thousands, except per share amounts) |  | If the Company has completed an IPO |  | If the Company has not completed an IPO
Earnout Tranche(a) |  | 40-Day VWAP of a REIT Share |  | Applicable Earnout Period |  | AFFO per Share |  | Applicable Earnout Period
$10,000 |  | $90.00 |  | The two-year period beginning on the earlier of (i) the IPO closing date or (ii) December 31, 2020. |  | $5.85 |  | The two-year period consisting of the calendar years ended December 31, 2020 and December 31, 2021.
$15,000 |  | $95.00 |  | The two-year period beginning on the earlier of (i) the IPO closing date or (ii) December 31, 2020. |  | $5.95 |  | The two-year period consisting of the calendar years ended December 31, 2020 and December 31, 2021.
$25,000 |  | $97.50 |  | The four-year period beginning on the date that is exactly one year after the earnout period begins for the first and second tranches above. |  | $6.30 |  | The four-year period consisting of the calendar years ended December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
$25,000 |  | $100.00 |  | The four-year period beginning on the date that is exactly one year after the earnout period begins for the first and second tranches above. |  | $6.70 |  | The four-year period consisting of the calendar years ended December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.
| (a) | Initial contractual value of applicable earnout tranche based on an $85.00 price per share/unit of common stock and OP Units. Does not take into account the actual per share price of common stock and OP Units at the time an applicable earnout tranche may be earned and paid.
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the Company’s preliminary allocation of the purchase price associated with the Internalization:
(in thousands) |  |  |  |
Prepaid expenses and other assets |  | $ | 1,336 |
Right-of-use assets |  |  | 1,898 |
Goodwill |  |  | 339,769 |
Accounts payable and other liabilities |  |  | (986 | )
Operating lease liabilities |  |  | (1,898 | )
Debt |  |  | (90,484 | )
|  | $ | 249,635 |
The following table summarizes the purchase price allocation for completed real estate acquisitions:
(in thousands) |  | For the six months ended June 30, 2019 |
Land |  | $ | 13,339 |
Land improvements |  |  | 16,758 |
Buildings and improvements |  |  | 154,107 |
Acquired in-place leases(c) |  |  | 19,942 |
Acquired above-market leases(d) |  |  | 2,281 |
Acquired below-market leases(e) |  |  | (858 | )
Mortgage payable |  |  | (49,782 | )
|  | $ | 155,787 |
(c) | The weighted average amortization period for acquired in-place leases is 15 years for acquisitions completed during the six months ended June 30, 2019.
(d) | The weighted average amortization period for acquired above-market leases is 17 years for acquisitions completed during the six months ended June 30, 2019.
(e) | The weighted average amortization period for acquired below-market leases is 12 years for acquisitions completed during the six months ended June 30, 2019.
Schedule of Pro Forma Financial Information | The condensed pro forma financial information is as follows for the three and six months ended June 30, 2020 and 2019:
|  | For the three months ended June 30, |  |  | For the six months ended June 30, |
(in thousands) |  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
Revenues |  | $ | 80,371 |  |  | $ | 69,053 |  |  | $ | 158,602 |  |  | $ | 137,483 |
Net income |  |  | 17,487 |  |  |  | 19,026 |  |  |  | 31,340 |  |  |  | 36,964 |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=116869197&loc=d3e4845-128472 + Details
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