Internalization (Tables)
|
6 Months Ended |
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 |
|
|