2 unchanged sentences
Consolidated Balance Sheets as of December 31, 202 4 and 202 3
−Removed: Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021
+Added: Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 2024, 2023 , and 2022
Consolidated Statements of Changes in Equity for the Years Ended December 31, 202 4 , 202 3 , and 202 2
4 unchanged sentences
NETSTREIT Corp.:
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited NETSTREIT Corp.
−Removed: and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 14, 2024 expressed an unqualified opinion on those consolidated financial statements.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Chicago, Illinois
−Removed: February 14, 2024
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors
−Removed: NETSTREIT Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of NETSTREIT Corp.
−Removed: and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023 in conformity with U.S.
+Added: and subsidiaries (the Company) as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
38 unchanged sentences
February 24, 2025
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Stockholders and the Board of Directors
NETSTREIT Corp.:
+Added: Opinion on Internal Control Over Financial Reporting
+Added: We have audited NETSTREIT Corp.
+Added: and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2023, the related consolidated statements of operations and comprehensive (loss) income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedules III and IV (collectively, the consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those consolidated financial statements.
+Added: Basis for Opinion
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audit also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Definition and Limitations of Internal Control Over Financial Reporting
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Chicago, Illinois
+Added: February 24, 2025
+Added: NETSTREIT CORP.
AND SUBSIDIARIES
22 unchanged sentences
Total liabilities 921,214 672,804
−Removed: Commitments and contingencies
+Added: Commitments and contingencies (Note 12)
Stockholders’ equity
11 unchanged sentences
AND SUBSIDIARIES
−Removed: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
+Added: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(In thousands, except share and per share data)
12 unchanged sentences
Total operating expenses 144,343 107,805 82,776
−Removed: Other income (expense)
+Added: Other (expense) income
Interest expense, net ( 30,324 ) ( 19,058 ) ( 9,181 )
1 unchanged sentence
Loss on debt extinguishment — ( 128 ) —
−Removed: Other income, net 752 131 431
−Removed: Total other income (expense), net ( 17,259 ) ( 4,902 ) ( 272 )
−Removed: Net income before income taxes 6,841 8,601 3,209
−Removed: Income tax benefit (expense) 49 ( 396 ) ( 59 )
−Removed: Net income 6,890 8,205 3,150
−Removed: Net income attributable to noncontrolling interests 53 88 104
−Removed: Net income attributable to common stockholders $ 6,837 $ 8,117 $ 3,046
+Added: Other (expense) income, net ( 1,944 ) 752 131
+Added: Total other expense, net ( 30,392 ) ( 17,259 ) ( 4,902 )
+Added: Net (loss) income before income taxes ( 11,951 ) 6,841 8,601
+Added: Income tax (expense) benefit ( 49 ) 49 ( 396 )
+Added: Net (loss) income ( 12,000 ) 6,890 8,205
+Added: Net (loss) income attributable to noncontrolling interests ( 63 ) 53 88
+Added: Net (loss) income attributable to common stockholders $ ( 11,937 ) $ 6,837 $ 8,117
Amounts available to common stockholders per common share:
4 unchanged sentences
Diluted 76,517,767 64,665,439 50,431,822
−Removed: Other comprehensive income:
−Removed: Net income $ 6,890 $ 8,205 $ 3,150
+Added: Other comprehensive (loss) income:
+Added: Net (loss) income $ ( 12,000 ) $ 6,890 $ 8,205
Change in value on derivatives, net 1,269 ( 14,822 ) 19,758
−Removed: Total comprehensive income (loss) $ ( 7,932 ) $ 27,963 $ 7,207
−Removed: Comprehensive income (loss) attributable to noncontrolling interests ( 39 ) 296 273
−Removed: Comprehensive income (loss) attributable to common stockholders $ ( 7,893 ) $ 27,667 $ 6,934
+Added: Total comprehensive (loss) income $ ( 10,731 ) $ ( 7,932 ) $ 27,963
+Added: Comprehensive (loss) income attributable to noncontrolling interests ( 57 ) ( 39 ) 296
+Added: Comprehensive (loss) income attributable to common stockholders $ ( 10,674 ) $ ( 7,893 ) $ 27,667
The accompanying notes are an integral part of these consolidated financial statements.
7 unchanged sentences
Issuance of common stock in public offerings, net of issuance costs 13,600,004 135 296,027 — — 296,162 — 296,162
+Added: Offering and related costs of common stock — — ( 18,444 ) — — ( 18,444 ) — ( 18,444 )
OP Units converted to common stock 49,317 — 929 — — 929 ( 929 ) —
Dividends and distributions declared on common stock and OP Units — — — ( 39,533 ) — ( 39,533 ) ( 419 ) ( 39,952 )
−Removed: Dividends declared on restricted stock — — — ( 513 ) — ( 513 ) — ( 513 )
+Added: Dividends declared on restricted stock, net — — — ( 522 ) — ( 522 ) — ( 522 )
Vesting of restricted stock units 234,108 3 ( 3 ) — — — — —
8 unchanged sentences
Dividends and distributions declared on common stock and OP Units — — — ( 51,675 ) — ( 51,675 ) ( 407 ) ( 52,082 )
−Removed: Dividends declared on restricted stock — — — ( 522 ) — ( 522 ) — ( 522 )
+Added: Dividends declared on restricted stock, net — — — ( 503 ) — ( 503 ) — ( 503 )
Vesting of restricted stock units 139,527 1 ( 1 ) — — — — —
1 unchanged sentence
Stock-based compensation, net — — 4,823 2 — 4,825 — 4,825
−Removed: Other comprehensive income — — — — 19,550 19,550 208 19,758
+Added: Other comprehensive loss — — — — ( 14,730 ) ( 14,730 ) ( 92 ) ( 14,822 )
Net income — — — 6,837 — 6,837 53 6,890
4 unchanged sentences
Dividends and distributions declared on common stock and OP Units — — — ( 63,457 ) — ( 63,457 ) ( 369 ) ( 63,826 )
−Removed: Dividends declared on restricted stock — — — ( 503 ) — ( 503 ) — ( 503 )
+Added: Dividends declared on restricted stock, net — — — ( 557 ) — ( 557 ) — ( 557 )
Vesting of restricted stock units 246,755 2 ( 2 ) — — — — —
1 unchanged sentence
Stock-based compensation, net — — 5,656 181 — 5,837 — 5,837
−Removed: Other comprehensive loss — — — — ( 14,730 ) ( 14,730 ) ( 92 ) ( 14,822 )
−Removed: Net income — — — 6,837 — 6,837 53 6,890
+Added: Other comprehensive income — — — — 1,263 1,263 6 1,269
+Added: Net loss — — — ( 11,937 ) — ( 11,937 ) ( 63 ) ( 12,000 )
Balance at December 31, 2024 81,602,232 $ 816 $ 1,507,995 $ ( 188,046 ) $ 10,206 $ 1,330,971 $ 7,161 $ 1,338,132
7 unchanged sentences
Cash flows from operating activities
−Removed: Net income $ 6,890 $ 8,205 $ 3,150
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Net (loss) income $ ( 12,000 ) $ 6,890 $ 8,205
+Added: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization 76,871 63,677 50,075
7 unchanged sentences
Loss on debt extinguishment — 128 —
−Removed: Gain on involuntary conversion of building and improvements ( 78 ) ( 126 ) ( 438 )
+Added: Gain (loss) on involuntary conversion of building and improvements 502 ( 78 ) ( 126 )
Changes in assets and liabilities, net of assets acquired and liabilities assumed:
32 unchanged sentences
Cash paid for interest, net of amounts capitalized $ 30,295 $ 18,336 $ 7,218
−Removed: Cash paid for income taxes $ 628 $ 129 $ —
+Added: Cash (received) paid for income taxes, net $ ( 31 ) $ 628 $ 129
Supplemental disclosures of non-cash investing and financing activities:
1 unchanged sentence
Deferred offering costs included in accounts payable, accrued expenses, and other liabilities $ 35 $ 7 $ —
+Added: Accrued loan origination fees on mortgage loans receivable $ 200 $ — $ —
Cash flow hedge change in fair value $ 5,058 $ ( 12,698 ) $ 19,758
3 unchanged sentences
Accrued capital expenditures and real estate development and improvement costs $ 4,500 $ 5,686 $ 2,473
+Added: Accrued lease incentives $ 368 $ — $ —
Mortgage note assumed at fair value $ — $ — $ 7,913
−Removed: Involuntary conversion of building and improvements and change in related insurance proceeds receivable $ — $ — $ 490
−Removed: Operating lease right-of-use asset and liability added for corporate office, excluding $ 0.9 million non-cash lease incentive received
−Removed: $ — $ — $ 4,493
The accompanying notes are an integral part of these consolidated financial statements.
7 unchanged sentences
NETSTREIT GP, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership.
−Removed: The Company elected to be treated and to qualify as a real estate investment trust (“REIT”) for U.S.
+Added: The Company elected to be treated as and to qualify as a real estate investment trust (“REIT”) for U.S.
federal income tax purposes beginning with its short taxable year ended December 31, 2019.
1 unchanged sentence
federal income tax purposes.
−Removed: The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, invests in and manages a diversified portfolio of single-tenant, retail commercial real estate leased on a long-term basis to high credit quality tenants across the United States.
−Removed: As of December 31, 2023, the Company owned or had investments in 598 properties, located in 45 states, excluding 24 property developments where rent has yet to commence.
+Added: The Company is structured as an umbrella partnership real estate investment trust (commonly referred to as an “UPREIT”) and is an internally managed real estate company that acquires, owns, and manages a diversified portfolio of single-tenant, retail commercial real estate leased on a long-term basis to high credit quality tenants across the United States.
+Added: The Company also invests in property developments and mortgage loans secured by real estate.
+Added: As of December 31, 2024, the Company owned or had investments in 687 properties, located in 45 states, excluding five property developments where rent has yet to commence.
Note 2 – Summary of Significant Accounting Policies
4 unchanged sentences
The consolidated financial statements include the accounts of the Company and subsidiaries in which the Company has a controlling financial interest.
−Removed: All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net income is reduced by the portion of net income attributable to noncontrolling interests.
+Added: All intercompany accounts and transactions have been eliminated in consolidation and the Company’s net (loss) income is reduced by the portion of net (loss) income attributable to noncontrolling interests.
Noncontrolling Interests
The Company presents noncontrolling interests, which represent limited partnership units in the Operating Partnership (the “OP Units”) not owned by the Company, as a component of permanent equity, separate from the Company’s stockholders’ equity.
−Removed: Noncontrolling interests were created as part of an asset acquisition and recognized at fair value as of the date of the transaction.
+Added: Noncontrolling interests were created as part of an asset acquisition and were recognized at fair value as of the date of the transaction.
Effective with the Company’s initial public offering, each limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its OP Units for cash, based upon the value of an equivalent number of shares of the Company’s common stock at the time of the redemption, or, at the Company’s election, shares of the Company’s common stock on a one -for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of the Company’s common stock.
The election to pay cash or issue common stock is solely within the control of the Company to satisfy a noncontrolling interest holder’s redemption request.
−Removed: Net income of the Operating Partnership is allocated to its noncontrolling interests based on the noncontrolling interests’ ownership percentages in the Operating Partnership throughout the period.
+Added: Net (loss) income of the Operating Partnership is allocated to its noncontrolling interests based on the noncontrolling interests’ ownership percentages in the Operating Partnership throughout the period.
Ownership percentage is calculated by dividing the number of OP Units held by the noncontrolling interests by the total OP Units outstanding.
52 unchanged sentences
Accordingly, the Company has not reclassified results of operations for properties disposed during the years ended December 31, 2024, 2023, and 2022 or held for sale as discontinued operations as of December 31, 2024 or December 31, 2023, as these events are a normal part of the Company’s operations and do not represent strategic shifts in the Company’s operations.
−Removed: As of December 31, 2023 and December 31, 2022, there were 23 and 11 properties, respectively, classified as held for sale.
+Added: There were 23 properties classified as held for sale for both of the years ended December 31, 2024 and December 31, 2023.
Impairment of Long-Lived Assets
3 unchanged sentences
When a carrying amount is not recoverable, an impairment loss is recognized to the extent that the carrying amount of the asset group exceeds its fair market value.
−Removed: The Company estimates fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and with regard to assets held for sale, based on the estimated or negotiated selling price, less estimated costs of disposal.
+Added: The Company estimates fair value using data such as operating income, estimated capitalization rates or multiples, leasing prospects, local market information, and discount rates, and with regard to assets held for sale, based on the estimated or negotiated selling price, less estimated costs of disposal.
Based on these unobservable inputs, the Company determined that its valuations of impaired real estate and intangible assets fall within Level 2 and Level 3 of the fair value hierarchy under ASC Topic 820.
6 unchanged sentences
Disposed within the period 35 4 1
−Removed: (1) Includes the number of properties that were either (i) impaired during the period on the held for sale classification date and remained as held for sale as of period-end or (ii) impaired and disposed of during the respective period.
+Added: Classified as held for investment 11 2 —
+Added: (1) Includes the number of properties that were either (i) impaired during the period on the held for sale classification date and remained as held for sale as of period-end, (ii) impaired and disposed of during the respective period, or (iii) impaired during the period and remained as held for investment as period-end.
Excludes properties that did not have impairment recorded during the year.
−Removed: Of the total provision for impairment during the year ended December 31, 2023, the Company recorded $ 0.2 million of additional impairment expense on two properties that were classified as held for sale in prior periods and $ 1.9 million of impairment expense on three properties held for investment.
+Added: Of the total provision for impairment during the year ended December 31, 2024, the Company recorded $ 1.4 million of additional impairment expense on four properties that were classified as held for sale in prior periods and remained as held for sale as of period-end, and $ 14.6 million of impairment expense on properties held for investment.
Cash, Cash Equivalents, and Restricted Cash
8 unchanged sentences
The difference between rental revenue recognized and the cash rent due under the provisions of the lease is recorded as deferred rent receivable and included as a component of other assets in the consolidated balance sheets.
−Removed: Variable lease revenues include tenant reimbursements, lease termination fees, changes in the index or market-based indices after the inception of the lease or percentage rents.
+Added: Variable lease revenues include tenant reimbursements, reserves for uncollectible amounts, changes in the index or market-based indices after the inception of the lease, or percentage rents.
Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.
3 unchanged sentences
Such reserves are reviewed each period based upon recovery experience and the specific facts of each outstanding amount.
−Removed: As of December 31, 2023 and December 31, 2022, the Company had an immaterial reserve for uncollectible amounts specific to uncharged reimbursable expenses.
+Added: As of December 31, 2024 and December 31, 2023, the Company had an immaterial reserve for uncollectible amounts specific to reimbursable expenses.
Mortgage Loans Receivable
1 unchanged sentence
Loans receivable are carried at amortized cost.
−Removed: As of the year ended December 31, 2023, the Company held eight senior secured first-lien mortgage loans receivable.
+Added: As of December 31, 2024, the Company held 18 senior secured first-lien mortgage loans receivable.
The Company recognizes interest income on loans receivable using the effective interest method.
−Removed: Direct costs associated with originating loans, along with any premium or discount, is deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective interest method.
+Added: Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the related loan receivable using the effective interest method.
The Company evaluates its loan receivable balances, including accrued interest, for potential credit losses by analyzing the credit of the borrower, the remaining time to maturity of the loan, collateral value and quality (if any), and other relevant factors.
−Removed: A loan receivable is placed on nonaccrual status when management determines that full recovery of the contractually specified payments of principal and interest is doubtful.
+Added: A loan receivable is placed on a nonaccrual status when management determines that full recovery of the contractually specified payments of principal and interest is doubtful.
Stock-Based Compensation
The Company has a share-based compensation award program for its employees and directors.
−Removed: Stock-based compensation expense associated with these awards is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).
−Removed: The Company classifies stock-based payment awards either as equity awards or liability awards based upon an analysis of ASC 718 and ASC 480.
+Added: Stock-based compensation expense associated with these awards is recognized in general and administrative expenses in the consolidated statements of operations and comprehensive (loss) income.
+Added: The Company classifies stock-based payment awards either as equity awards or liability awards based upon an analysis of ASC 718, Compensation - Stock Compensation, and ASC 480, Distinguishing Liabilities from Equity.
Equity classified awards are measured based on the fair value on the date of grant.
14 unchanged sentences
Consequently, prior to settlement of a forward sale agreement, there will be no dilutive effect on the Company’s earnings per share except during periods when the average market price of the Company’s common stock is above the adjusted forward sale price.
−Removed: However, upon settlement of a forward sales agreement, if the Company’s elects to physically settle or net share settle such forward sale agreement, delivery of the Company’s shares will result in dilution to the Company’s earnings per share.
+Added: However, upon settlement of a forward sale agreement, if the Company elects to physically settle or net share settle such forward sale agreement, delivery of the Company’s shares will result in dilution to the Company’s earnings per share.
Transaction Costs
10 unchanged sentences
In general, NETSTREIT TRS may perform services for tenants of the Company, hold assets that the Company cannot hold directly, and may engage in any real estate or non-real estate-related business.
−Removed: The Company recognizes franchise and other state and local tax expenses in general and administrative and recognizes state and federal income tax in income tax benefit (expense) in the accompanying consolidated statements of operations and comprehensive income (loss).
+Added: The Company recognizes franchise and other state and local tax expenses in general and administrative expenses and recognizes state and federal income tax in income tax (expense) in the accompanying consolidated statements of operations and comprehensive (loss) income.
All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to NETSTREIT TRS.
Deferred income tax expense and its related deferred tax assets and liabilities were immaterial for the years presented.
−Removed: The Company has elected to record related interest and penalties, if any, as general and administrative expense or as income tax expense based on the nature of the tax in the consolidated statements of operations and comprehensive income (loss).
+Added: The Company has elected to record related interest and penalties, if any, as general and administrative expense or as income tax expense based on the nature of the tax in the consolidated statements of operations and comprehensive (loss) income.
The Company had no material interest or penalties relating to income, franchise, and other state and local taxes for the years presented.
8 unchanged sentences
Earnings per common share has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings per Share.
−Removed: Basic earnings per share (“EPS”) is computed by dividing net income allocated to common stockholders by the weighted-average number of common shares outstanding for the reporting period.
+Added: Basic earnings per share (“EPS”) is computed by dividing net (loss) income allocated to common stockholders by the weighted-average number of common shares outstanding for the reporting period.
Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
No effect is shown for any securities that are anti-dilutive.
−Removed: Net income allocated to common stockholders represents net income less income allocated to participating securities and noncontrolling interests.
+Added: Net (loss) income allocated to common stockholders represents net (loss) income less (loss) income allocated to participating securities and noncontrolling interests.
None of the Company’s equity awards are participating securities.
15 unchanged sentences
The fair values of financial instruments are estimates based on market conditions and perceived risks as of December 31, 2024 and December 31, 2023.
−Removed: These estimates require management’s judgement and may not be indicative of the future fair values of the assets and liabilities.
+Added: These estimates require management’s judgment and may not be indicative of the future fair values of the assets and liabilities.
The fair value of the Company’s cash, cash equivalents, and restricted cash (including money market accounts), other assets and accounts payable, accrued expenses and other liabilities approximate their carrying value because of the short-term nature of these instruments.
3 unchanged sentences
• Carrying value of the Company’s mortgage note payable approximates fair value based on a discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads.
−Removed: Provisions for impairment recognized during the years ended December 31, 2023, 2022, and 2021 primarily related to assets held for sale and the impairment was determined based on the estimated or negotiated selling price, less costs of disposal, compared to the carrying value of the property.
−Removed: Of the total provision for impairment during the year ended December 31, 2023, the Company recorded $ 1.9 million of impairment expense on three properties held for investment.
+Added: Provisions for impairment recognized during the years ended December 31, 2024, 2023, and 2022 primarily related to assets held for sale where impairment was determined based on the estimated or negotiated selling price, less costs of disposal, compared to the carrying value of the property.
+Added: As of December 31, 2024, there were 11 properties that were held for investment accounted for at fair value.
+Added: The 11 properties were all accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with a total adjusted carrying value of $ 27.1 million.
+Added: The Company estimated the fair value using capitalization rates ranging from 6.5 % to 12.1 %, and a discount rate of 5.6 %, which it believes is reasonable based on current market rates.
+Added: As of December 31, 2023, there were two real estate assets held for investment accounted for at fair value.
Of these properties, one was accounted for at fair value on a nonrecurring basis using a cash flow model (Level 3 inputs) with an adjusted carrying value of $ 1.5 million.
−Removed: The Company estimated fair value using a capitalization rate of 10.0 % which it believes is reasonable based on current market rates.
−Removed: As of December 31, 2022, there were no real estate assets accounted for at fair value.
−Removed: The following table discloses recurring estimated fair value information for the Company’s 2024 Term Loan, 2027 Term Loan, 2028 Term Loan, and 2029 Term Loan (each as defined in “Note 6 - Debt”) which is derived based primarily on unobservable market inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates and credit spreads (in thousands):
+Added: The following table discloses estimated fair value information for the Company’s 2027 Term Loan, 2028 Term Loan, and 2029 Term Loan (each as defined in “Note 6 - Debt”) which is derived based primarily on unobservable market inputs such as interest rates and discounted cash flow analysis using estimates of the amount and timing of future cash flows, market rates, and credit spreads (in thousands):
December 31, 2024 December 31, 2023
3 unchanged sentences
2027 Term Loan $ 174,509 $ 175,245 $ 174,037 $ 175,641
−Removed: $ — $ — $ 174,532 $ 175,382
2028 Term Loan $ 199,246 $ 200,858 $ 199,006 $ 201,396
2029 Term Loan $ 248,853 $ 250,526 $ 148,869 $ 150,666
−Removed: 2029 Term Loan 148,869 150,666 — —
(1) The carrying value of the debt instruments are net of unamortized debt issuance and discount costs.
−Removed: (2) On June 15, 2023, the Company amended and restated its 2024 Term Loan, providing for a $ 175.0 million senior unsecured term loan (the “2027 Term Loan”).
Concentrations of Credit Risk
−Removed: Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents.
−Removed: The Company is exposed to credit risk with respect to cash held at various financial institutions, access to its credit facilities, amounts due under mortgage loans receivable, and amounts due or payable under derivative contracts.
−Removed: The credit risk exposure with regard to the Company’s cash, credit facilities, and derivative instruments is spread among a diversified group of investment grade financial institutions.
−Removed: During the years ended 2023, 2022, and 2021 there were no tenants or borrowers with rental revenue or interest income on loans receivable, respectively, that exceeded 10% of total rental revenue.
+Added: During the year ended December 31, 2024, one tenant, Dollar General, accounted for 11.5 % of total revenues.
+Added: During the years ended December 31, 2023 and 2022, there were no tenants or borrowers with rental revenue or interest income on loans receivable that exceeded 10% of total rental revenues.
+Added: Other financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash held at various financial institutions, access to the Company’s credit facilities, and amounts due or payable under derivative contracts.
+Added: These credit risk exposures are spread among a diversified group of investment grade financial institutions.
Segment Reporting
ASC Topic 280, Segment Reporting, establishes standards for the manner in which companies report information about operating segments.
−Removed: Substantially all of the Company’s investments, at acquisition, are comprised of real estate owned that is leased to tenants on a long-term basis or real estate that secures the Company's investment in mortgage loans receivable.
−Removed: The Company allocates resources and assesses operating performance based on individual investment and property needs.
−Removed: Therefore, the Company aggregates these investments for reporting purposes and operates in one reportable segment.
−Removed: Recent Accounting Pronouncements Issued But Not Yet Adopted
+Added: The Company is an internally managed real estate company that acquires, owns, invests in, and manages a diversified portfolio of single-tenant, retail commercial real estate subject to long-term net leases with high credit quality tenants across the United States.
+Added: The Company primarily engages in leasing activities that generate revenues and incur operating expenses in addition to investing in property developments and mortgage loans secured by real estate.
+Added: The Company aggregates these investments for reporting purposes and operates in one reportable segment.
+Added: The Company’s chief operating decision maker (“CODM”) is the Company’s senior executive investment committee that includes the chief executive officer and chief financial officer.
+Added: The CODM uses net (loss) income, as reported on the consolidated statements of operations and comprehensive (loss) income to measure segment operating performance and allocate resources.
+Added: All of the Company’s expenses are included in segment operating performance and are reviewed regularly.
+Added: Significant segment expenses include property, general and administrative, depreciation and amortization, provisions for impairment, and interest expense.
+Added: The measure of segment assets is reported on the Company’s consolidated balance sheets as total assets.
+Added: The CODM also reviews characteristics of potential future investments such as weighted average remaining lease term (“WALT”), capitalization rate, tenant credit quality, industry type, and geographic location.
+Added: Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
4 unchanged sentences
The disclosures are applied retrospectively to all periods presented, and early adoption is permitted.
−Removed: The Company has one reportable segment and continues to evaluate additional disclosures that may be required for entities with a single reportable segment.
+Added: The Company adopted the provisions of ASU 2023-07 for the annual period ending December 31, 2024, which did not materially impact the Company’s consolidated financial statements.
+Added: The amendments for interim periods will be adopted for the Company’s fiscal year ending December 31, 2025.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
4 unchanged sentences
The Company continues to evaluate the potential impact of the guidance and potential additional disclosures required.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses (“ASU 2024-03”).
+Added: ASU 2024-03 requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses and a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.
+Added: ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the potential impact of the guidance and potential additional disclosures required.
Note 3 – Leases
4 unchanged sentences
The Company’s leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term.
−Removed: All lease-related income is reported as a single line item, rental revenue (including reimbursable), in the consolidated statements of operations and comprehensive income (loss) and is presented net of any reserves, write-offs, or recoveries for uncollectible amounts.
+Added: All lease-related income is reported as a single line item, rental revenue (including reimbursable), in the consolidated statements of operations and comprehensive (loss) income and is presented net of any reserves, write-offs, or recoveries for uncollectible amounts.
Fixed lease income includes stated amounts per the lease contract, which include base rent, fixed common area maintenance charges, and straight-line lease adjustments.
14 unchanged sentences
(1) Fixed lease income includes contractual rents under lease agreements with tenants recognized on a straight-line basis over the lease term.
−Removed: (2) Variable lease income primarily includes tenant reimbursements for real estate taxes, insurance, common area maintenance, and lease termination fees, and the write-off of uncollectible amounts.
+Added: (2) Variable lease income primarily includes tenant reimbursements for real estate taxes, insurance, common area maintenance, and reserves for uncollectible amounts.
There were no material reserves, write-offs, or recoveries of uncollectible amounts during the years ended December 31, 2024, 2023, and 2022.
−Removed: Scheduled future minimum base rental payments (excluding base rental payments from properties classified as held for sale and straight-line rent adjustments for all properties) due to be received under the remaining non-cancelable term of the operating leases in place as of December 31, 2023 are as follows (in thousands):
+Added: Scheduled future minimum base rental payments (excluding base rental payments from properties classified as held for sale and straight-line rent adjustments for all properties) due to be received under the remaining noncancellable term of the operating leases in place as of December 31, 2024 are as follows (in thousands):
Future Minimum Base
4 unchanged sentences
Future minimum rentals exclude amounts that may be received from tenants for reimbursements of operating costs and property taxes.
−Removed: In addition, the future minimum rents do not include any contingent rents based on a percentage of the lessees' gross sales or lease escalations based on future changes in the Consumer Price Index (“CPI”) or other stipulated reference rate.
+Added: In addition, the future minimum rents do not include any contingent rents based on a percentage of the lessees’ gross sales or lease escalations based on future changes in the Consumer Price Index or other stipulated reference rate.
Corporate Office Lease
9 unchanged sentences
Year Ended December 31,
+Added: 2024 2023 2022
Operating lease cost $ 542 $ 542 $ 542
1 unchanged sentence
The Company recorded a right-of-use asset and operating lease liability of approximately $ 4.5 million at lease commencement.
−Removed: As of December 31, 2023, the right-of-use asset and operating lease liability was $ 3.9 million and $ 5.1 million, respectively.
+Added: As of December 31, 2024, the right-of-use asset and operating lease liability were $ 3.5 million and $ 4.6 million, respectively.
The right-of-use asset is included in other assets, net and the operating lease liability is included in accounts payable, accrued expenses, and other liabilities in the accompanying consolidated balance sheets.
6 unchanged sentences
(1) Imputed interest was calculated using a discount rate of 3.25 %.
−Removed: The discount rate is based on the estimated incremental borrowing rate, calculated as the treasury rate for the same period as the underlying lease term, plus a spread determined using factors including REIT industry performance.
+Added: The discount rate is based on the estimated incremental borrowing rate, calculated as the treasury rate for the same period as the underlying lease term, plus a spread determined using various factors, including REIT industry performance.
Note 4 – Real Estate Investments
−Removed: As of December 31, 2023, the Company owned or had investments in 598 properties, excluding 24 property developments where rent has yet to commence.
+Added: As of December 31, 2024, the Company had investments in 687 properties, excluding 5 property developments where rent has yet to commence.
The gross real estate investment portfolio, including properties under development, totaled approximately $ 2.2 billion and consisted of the gross acquisition cost of land, buildings, improvements, lease intangible assets and liabilities, and property development costs.
−Removed: The investment portfolio is geographically dispersed throughout 45 states with gross real estate investments in Illinois and Texas representing 9.4 % and 8.5 %, respectively, of the total gross real estate investment of the Company’s investment portfolio.
+Added: The investment portfolio is geographically dispersed throughout 45 states with gross real estate investments in Texas and Illinois representing 12.7 % and 10.8 %, respectively, of the total gross real estate investment of the Company’s investment portfolio.
During the year ended December 31, 2024, the Company acquired 115 properties for a total purchase price of $ 479.0 million, inclusive of $ 4.6 million of capitalized acquisition costs.
11 unchanged sentences
Liabilities assumed
−Removed: Below-market lease intangible liabilities — ( 10,842 )
−Removed: Mortgage note payable — ( 7,913 )
−Removed: Accounts payable, accrued expense and other liabilities — ( 40 )
+Added: Accounts payable, accrued expenses, and other liabilities ( 1,018 ) —
Purchase price (including acquisition costs) $ 479,039 $ 345,124
−Removed: As of December 31, 2023, the Company had 18 property developments under construction.
−Removed: During 2023, the Company invested $ 81.0 million in property developments, including the acquisition of 40 new developments with a combined initial purchase price of $ 27.3 million.
−Removed: During 2023, the Company completed development on 27 projects and reclassified approximately $ 68.6 million from property under development to land, building, and improvements in the accompanying consolidated balance sheets.
−Removed: Rent commenced for 21 of the 27 completed developments in 2023, while rent is expected to commence for the other six completed developments in the first quarter of 2024.
−Removed: The remaining 18 developments in progress are expected to be substantially completed with rent commencing at various points throughout the next twelve months.
+Added: As of December 31, 2024, the Company had four property developments under construction.
+Added: During 2024, the Company invested $ 29.8 million in property developments, including the land acquisition of four new developments with a combined initial purchase price of $ 2.0 million.
+Added: During 2024, the Company completed development on 18 projects and reclassified approximately $ 52.9 million from property under development to land, buildings and improvements, and other assets (leasing commissions) in the accompanying consolidated balance sheets.
+Added: Rent commenced for 17 of the 18 completed developments in 2024, while rent is expected to commence for the other completed development in the first quarter of 2025.
+Added: The remaining four developments are expected to be substantially completed with rent commencing at various points throughout the next twelve months.
The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying consolidated balance sheets as of December 31, 2024.
−Removed: During 2022, the Company invested $ 22.0 million in property developments, including the land acquisition of two new developments with a combined initial purchase price of $ 1.8 million.
−Removed: During 2022, the Company completed development on six projects and reclassified approximately $ 23.1 million from property under development to land, building, and improvements in the accompanying consolidated balance sheets.
−Removed: Rent commenced for five of the six completed developments in 2022, while rent on the sixth completed development commenced in the second quarter of 2023.
−Removed: The purchase price, including acquisitions costs, and subsequent development are included in property under development in the accompanying consolidated balance sheets as of December 31, 2022.
+Added: During 2023, the Company invested $ 81.0 million in property developments, including the land acquisition of 40 new developments with a combined initial purchase price of $ 27.3 million.
+Added: During 2023, the Company completed development on 27 projects and reclassified approximately $ 68.6 million from property under development to land, buildings and improvements in the accompanying consolidated balance sheets.
+Added: Rent commenced for the completed developments at various points throughout 2023 and the first quarter of 2024.
+Added: The purchase price, including acquisition costs, and subsequent development are included in property under development in the accompanying consolidated balance sheets as of December 31, 2023.
Additionally, during 2024 and 2023, the Company capitalized approximately $ 0.8 million and $ 1.1 million, respectively, of interest expense associated with properties under development.
During 2024, the Company sold 56 properties for a total sales price, net of disposal costs, of $ 110.9 million, recognizing a net gain of $ 1.9 million.
+Added: During 2023, the Company sold 19 properties for a total sales price, net of disposal costs, of $ 40.3 million, recognizing a net gain of $ 1.2 million.
During 2022, the Company sold seven properties for a total sales price, net of disposal costs, of $ 25.5 million, recognizing a net gain of $ 4.1 million.
−Removed: During 2021, the Company sold nine properties for a total sales price, net of disposal costs, of $ 31.1 million, recognizing a net gain of $ 3.0 million.
Investment in Mortgage Loans Receivable
6 unchanged sentences
I/O 46 9.55 % 9.55 % 3/10/2026 41,940 41,940
−Removed: I/O 46 9.55 % 9.55 % 3/10/2026 41,940 —
Mortgage (4) (6)
9 unchanged sentences
I/O 1 13.23 % 10.25 % 6/22/2025 1,296 1,909
+Added: Mortgage (3) (4)
+Added: I/O 1 10.25 % 10.25 % 4/26/2025 2,095 —
+Added: Mortgage (3) (4)
+Added: I/O 1 10.25 % 10.25 % 5/15/2025 1,894 —
+Added: Mortgage (3) (4)
+Added: I/O 1 10.25 % 10.25 % 7/26/2025 2,029 —
+Added: Mortgage (3) (4)
+Added: I/O 1 10.25 % 10.25 % 8/27/2025 1,539 —
+Added: Mortgage P+I 1 7.25 % 7.25 % 7/17/2027 4,076 —
+Added: Mortgage P+I 1 7.25 % 7.25 % 7/17/2027 5,221 —
+Added: Mortgage I/O 1 14.34 % 13.09 % 1/17/2025 1,299 —
+Added: Mortgage P+I 1 7.25 % 7.25 % 9/19/2027 1,434 —
+Added: Mortgage I/O 1 7.00 % 7.00 % 9/30/2029 636 —
+Added: Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 3,284 —
+Added: Mortgage I/O 1 6.50 % 6.50 % 12/23/2029 4,105 —
Total 139,483 114,530
−Removed: Unamortized loan origination costs 58 62
+Added: Unamortized loan origination costs and fees, net 74 58
Unamortized discount ( 148 ) $ ( 116 )
Total mortgage loans receivable, net $ 139,409 $ 114,472
+Added: Interest Only;
+Added: Principal and Interest.
+Added: (2) Includes amortization of discount, loan origination costs and fees, as applicable.
(3) The Company has the right, subject to certain terms and conditions, to acquire all or a portion of the underlying collateralized properties.
−Removed: (2) The stated interest rate is variable up to 15.0 % and is calculated based on contractual rent for existing collateralized properties subject to the loan agreement.
−Removed: (3) Payments of both interest and principal are due at maturity.
(4) Loans require monthly payments of interest only with principal payments occurring as borrower disposes of underlying properties, limited to the Company’s allocated investment by property.
Any remaining principal balance will be repaid at or before the maturity date.
−Removed: Interest Only;
−Removed: Principal and Interest.
−Removed: (6) Includes amortization of discount and loan origination costs, as applicable.
+Added: (5) The $ 43.6 million mortgage note receivable was scheduled to mature on January 8, 2025, however, the Company executed an amendment in January 2025 that extended the maturity date to August 31, 2025.
+Added: (6) The stated interest rate is variable up to 15.0 % and is calculated based on contractual rent for existing collateralized properties subject to the loan agreement.
+Added: (7) Payments of both interest and principal are due at maturity.
+Added: (8) The collateralized properties are in process developments with varying maturity dates dependent upon initial funding.
+Added: Maturity dates range from January 30, 2025 to June 18, 2025.
Note 5 – Intangible Assets and Liabilities
5 unchanged sentences
Above-market leases 19,644 ( 5,500 ) 14,144 21,661 ( 4,361 ) 17,300
−Removed: Assembled workforce 873 ( 873 ) — 873 ( 873 ) —
Lease incentives 9,529 ( 1,656 ) 7,873 8,996 ( 1,296 ) 7,700
7 unchanged sentences
Lease incentives 10.1 11.1
−Removed: The Company records amortization of in-place lease assets and assembled workforce intangible assets to amortization expense, and records net amortization of above-market and below-market lease intangibles as well as amortization of lease incentives to rental revenue.
−Removed: The following amounts in the accompanying consolidated statements of operations and comprehensive income (loss) related to the amortization of intangible assets and liabilities for all property and ground leases (in thousands):
+Added: The Company records amortization of in-place lease assets to amortization expense, and records net amortization of above-market and below-market lease intangibles as well as amortization of lease incentives to rental revenue.
+Added: The following amounts in the accompanying consolidated statements of operations and comprehensive (loss) income related to the amortization of intangible assets and liabilities for all property and ground leases (in thousands):
Year Ended December 31,
21 unchanged sentences
Maturity Date (1)
−Removed: Interest Rate December 31, 2023 December 31, 2022
−Removed: 2024 Term Loan (2)
−Removed: December 23, 2024 — 1.37 % $ — $ 175,000
+Added: Interest Rate (2)
+Added: December 31, 2024 December 31, 2023
2027 Term Loan (3)
January 15, 2026 January 15, 2027 3.65 % $ 175,000 $ 175,000
−Removed: August 11, 2026 August 11, 2027 6.49 % 80,000 113,000
2028 Term Loan (4)
February 11, 2028 — 3.88 % 200,000 200,000
−Removed: Mortgage Note November 1, 2027 — 4.53 % 8,361 8,498
2029 Term Loan (5)
July 3, 2026 January 3, 2029 4.99 % 250,000 150,000
+Added: August 11, 2026 August 11, 2027 5.63 % 239,000 80,000
+Added: Mortgage Note November 1, 2027 — 4.53 % 8,205 8,361
Total debt 872,205 613,361
3 unchanged sentences
Total debt, net $ 868,261 $ 607,853
−Removed: (1) Date represents the fully extended maturity date available to the Company under each related debt instrument.
−Removed: (2) On June 15, 2023, the Company amended and restated its 2024 Term Loan, providing for a $ 175.0 million senior unsecured term loan (the “2027 Term Loan”).
+Added: (1) Date represents the fully extended maturity date available to the Company, subject to certain conditions, under each related debt instrument.
+Added: (2) Rate represents the effective interest rate as of December 31, 2024 and includes the effect of interest rate swap agreements, as described further in “Note 6 - Debt” and “Note 7 - Derivative Financial Instruments.”
(3) Loan is a floating-rate loan which resets daily at daily SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of December 31, 2024.
The Company has entered into five interest rate swap agreements that effectively convert the floating rate to a fixed rate.
−Removed: The hedged fixed rate reset effective November 27, 2023 to 1.87 % and will reset again effective December 23, 2024 to 2.40 %.
−Removed: (4) The annual interest rate of the Revolver assumes daily SOFR as of December 31, 2023 of 5.39 % plus a SOFR adjustment of 0.10 % plus the applicable margin which was 1.00 % as of December 31, 2023.
+Added: The hedged fixed rate reset to 1.87 % effective November 27, 2023, and to 2.40 % effective December 23, 2024.
(4) Loan is a floating-rate loan which resets monthly at one-month term SOFR plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.15 % as of December 31, 2024.
2 unchanged sentences
The Company has entered into four interest rate swap agreements that effectively convert the floating rate to a fixed rate.
−Removed: (7) The Company records deferred financing costs associated with the Revolver and loan commitment fees associated with the 2029 Term Loan in other assets, net on its consolidated balance sheets.
−Removed: 2029 Term Loan
−Removed: On July 3, 2023, the Company entered into an agreement (the “2029 Term Loan Agreement”) related to a $ 250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”) which may, subject to the terms of the 2029 Term Loan Agreement, be increased to an amount of up to $ 400.0 million at the Company’s request.
+Added: (6) The annual interest rate of the Revolver assumes daily SOFR as of December 31, 2024 of 4.53 % plus a SOFR adjustment of 0.10 % plus the applicable margin, which was 1.00 % as of December 31, 2024.
+Added: (7) The Company records deferred financing costs associated with the Revolver in other assets, net on its consolidated balance sheets.
+Added: The Company reclassified the net amount of loan commitment fees associated with the 2029 Term Loan from other assets, net to debt issuance costs upon the $ 100.0 million draw under the 2029 Term Loan.
+Added: Truist Credit Agreement
+Added: On July 3, 2023, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the financial institutions party thereto, as lenders, and Truist Bank, as Administrative Agent (the “Truist Credit Agreement”), related to a $ 250.0 million sustainability-linked senior unsecured term loan (the “2029 Term Loan”) which may, subject to the terms of the Truist Credit Agreement, be increased to an amount of up to $ 400.0 million at the Company’s request.
The 2029 Term Loan contains a 12-month delayed draw feature and $ 150.0 million was drawn on July 3, 2023.
+Added: Subject to the terms of the Truist Credit Agreement, the Company drew an additional $ 100.0 million under the 2029 Term Loan on March 1, 2024.
The 2029 Term Loan is prepayable at the Company’s option in whole or in part without premium or penalty.
−Removed: The 2029 Term Loan matures on July 3, 2026, subject to extension options at the Company’s election on two occasions, by one year and, on one occasion, by six months (subject to certain conditions).
−Removed: The interest rate applicable to the 2029 Term Loan is determined by the Company’s Investment Grade Rating (as defined in the 2029 Term Loan Agreement).
−Removed: Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the 2029 Term Loan Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.
+Added: The 2029 Term Loan matures on July 3, 2026, subject to two one-year extension options and one six-month extension option with a final, extended maturity date of January 3, 2029.
+Added: The extension options are at the Company’s election and are subject to certain conditions.
+Added: The interest rate applicable to the 2029 Term Loan is determined by the Company’s Investment Grade Rating (as defined in the Truist Credit Agreement).
+Added: Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Truist Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.
After the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 0.80 % to 1.60 % or (ii) Base Rate, plus a margin ranging from 0.00% to 0.60 %, in each case based on the Company’s Investment Grade Rating.
−Removed: The Company has hedged the entire $ 250.0 million of the 2029 Term Loan at an all-in fixed interest rate of 4.99 %, through January 2029, which consists of the fixed rate SOFR swap of 3.74 %, plus a credit spread adjustment of 0.10 % and, at current leverage levels, a borrowing spread of 1.15 %.
+Added: The Company has hedged the entire $ 250.0 million of the 2029 Term Loan at an all-in fixed interest rate of 4.99 %, through January 2029, which consists of a fixed SOFR rate of 3.74 %, plus a credit spread adjustment of 0.10 % and, at current leverage levels, a borrowing spread of 1.15 %.
Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings.
−Removed: The 2029 Term Loan also contains sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025 % based on its performance against a sustainability performance target focused on the portion of the Company’s annualized based rent attributable to tenants with commitments or quantifiable targets for reduced GHG emission is accordance with the standards of the Science Based Targets initiative (“SBTi”).
+Added: The interest rate hedge is further described in “Note 7 – Derivative Financial Instruments.”
+Added: The 2029 Term Loan also contains sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025 % based on its performance against a sustainability performance target focused on the portion of the Company’s annualized based rent attributable to tenants with commitments or quantifiable targets for reduced GHG emission in accordance with the standards of the Science Based Targets initiative (“SBTi”).
In connection with the 2029 Term Loan, the Company incurred $ 1.4 million of deferred financing costs.
−Removed: Additionally, the Company incurred $ 0.9 million of loan commitment fees which have been capitalized to other assets, net on the consolidated balance sheets.
−Removed: The deferred financing costs and capitalized loan commitment fees are both amortized over the term of the loan and are included in interest expense, net on the Company’s consolidated statements of operations and comprehensive income (loss).
−Removed: Credit Facility
−Removed: On August 11, 2022, the Company entered into a sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”, and together with the 2028 Term Loan, the “Credit Facility”).
−Removed: The Credit Facility may be increased by $ 400.0 million in the aggregate for total availability of up to $ 800.0 million.
+Added: Additionally, the Company incurred $ 0.9 million of loan commitment fees associated with the 2029 Term Loan, which were capitalized to other assets, net on the consolidated balance sheets and subsequently reclassified to debt issuance costs upon the $ 100.0 million draw under the 2029 Term Loan.
+Added: Deferred financing costs are amortized over the term of the loan and are included in interest expense, net on the Company’s consolidated statements of operations and comprehensive (loss) income.
+Added: PNC Credit Agreement
+Added: On August 11, 2022, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and PNC Bank, National Association, as Administrative Agent (the “PNC Credit Agreement”), related to sustainability-linked senior unsecured credit facility consisting of (i) a $ 200.0 million senior unsecured term loan (the “2028 Term Loan”) and (ii) a $ 400.0 million senior unsecured revolving credit facility (the “Revolver”, and together with the 2028 Term Loan, the “PNC Credit Facility”).
+Added: The PNC Credit Facility may be increased by $ 400.0 million in the aggregate for total availability of up to $ 1.0 billion.
The 2028 Term Loan matures on February 11, 2028.
The Revolver matures on August 11, 2026, subject to a one year extension option at the Company’s election (subject to certain conditions) to August 11, 2027.
−Removed: Borrowings under the Credit Facility are repayable at the Company’s option in whole or in part without premium or penalty.
+Added: Borrowings under the PNC Credit Facility are repayable at the Company’s option in whole or in part without premium or penalty.
Borrowings under the Revolver may be repaid and reborrowed from time to time prior to the maturity date.
−Removed: Prior to the date the Company obtains an Investment Grade Rating (as defined in the credit agreement governing the Credit Facility (the “Credit Agreement”)), interest rates are based on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of the 2028 Term Loan either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.00% to 0.45 %, based on the Company’s consolidated total leverage ratio.
−Removed: After the date the Company obtains an Investment Grade Rating, interest rates are based on the Company’s Investment Grade Rating, and are determined by (A) in the case of the 2028 Term Loan either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.80 % to 1.60 %, based on the Company’s Investment Grade Rating, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.00% to 0.60 %, based on the Company’s Investment Grade Rating and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.725 % to 1.40 %, based on the Company’s Investment Grade Rating, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.00% to 0.40 %, based on the Company’s Investment Grade Rating.
+Added: Prior to the date the Company obtains an Investment Grade Rating (as defined in the PNC Credit Agreement), interest rates are based on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of the 2028 Term Loan either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate (as defined in the Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.45 %, based on the Company’s consolidated total leverage ratio.
+Added: After the date the Company obtains an Investment Grade Rating, interest rates are based on the Company’s Investment Grade Rating, and are determined by (A) in the case of the 2028 Term Loan either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.80 % to 1.60 %, based on the Company’s Investment Grade Rating, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.60 %, based on the Company’s Investment Grade Rating and (B) in the case of the Revolver either (i) SOFR, plus a SOFR adjustment of 0.10 %, plus a margin ranging from 0.725 % to 1.40 %, based on the Company’s Investment Grade Rating, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.40 %, based on the Company’s Investment Grade Rating.
Additionally, the Company will incur a facility fee based on the total commitment amount of $ 400.0 million under the Revolver.
1 unchanged sentence
After the date the Company obtains an Investment Grade Rating, the applicable facility fee will range from 0.125 % to 0.30 % based on the Company’s Investment Grade Rating.
−Removed: The Credit Facility also contains a sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025 % based on its performance against a sustainability performance target focused on the portion of the Company’s annualized base rent attributable to tenants with commitments or quantifiable targets for reduced greenhouse gas emission in accordance with the standards of the SBTi.
+Added: The PNC Credit Facility also contains a sustainability-linked pricing component pursuant to which the Company will receive interest rate reductions up to 0.025 % based on its performance against a sustainability performance target focused on the portion of the Company’s annualized base rent attributable to tenants with commitments or quantifiable targets for reduced greenhouse gas emission in accordance with the standards of the SBTi.
The Company has fully hedged the 2028 Term Loan with an all-in interest rate of 3.88 %.
1 unchanged sentence
The interest rate hedge is further described in “Note 7 – Derivative Financial Instruments.”
−Removed: In connection with the Credit Facility, the Company incurred $ 3.8 million of deferred financing costs which were allocated between the Revolver and 2028 Term Loan in the amounts of $ 2.4 million and $ 1.3 million, respectively.
−Removed: Additionally, $ 0.5 million of unamortized deferred financing costs associated with the Company’s previous revolving credit facility were reclassed to the Revolver.
−Removed: Deferred financing costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s consolidated statements of operations and comprehensive income (loss).
−Removed: 2027 Term Loan
−Removed: In December 2019, the Company entered into an agreement governing a $ 175.0 million senior unsecured term loan that was scheduled to mature in December 2024 (the “2024 Term Loan”).
−Removed: On June 15, 2023, the Company amended and restated the agreement governing the 2024 Term Loan to provide for a $ 175.0 million senior unsecured term loan with a maturity date of January 15, 2026 that is subject to a one year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).
+Added: In connection with the PNC Credit Facility, the Company incurred approximately $ 3.8 million of deferred financing costs which were allocated between the Revolver and 2028 Term Loan in the amounts of $ 2.4 million and $ 1.3 million, respectively.
+Added: Additionally, $ 0.5 million of unamortized deferred financing costs associated with the Company’s previous revolving credit facility were reclassified to the Revolver.
+Added: Deferred financing costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s consolidated statements of operations and comprehensive (loss) income.
+Added: Wells Fargo Credit Agreement
+Added: In December 2019, the Company entered into a Credit Agreement, by and among the Operating Partnership, the Company, the several institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (the “Original Wells Fargo Credit Agreement”) governing a $ 175.0 million senior unsecured term loan that was scheduled to mature in December 2024 (the “2024 Term Loan”).
+Added: On June 15, 2023, the Company amended and restated the Original Wells Fargo Credit Agreement (as amended, the “Wells Fargo Credit Agreement”) to provide for a $ 175.0 million senior unsecured term loan with a maturity date of January 15, 2026, subject to a one year extension option at the Company’s election (subject to certain conditions) (the “2027 Term Loan”).
The 2027 Term Loan is repayable at the Company’s option in whole or in part without premium or penalty.
−Removed: The interest rate applicable to the 2027 Term Loan is determined by the Company’s Investment Grade Rating (as defined in the 2027 Term Loan).
−Removed: Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the 2027 Term Loan), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.
+Added: The interest rate applicable to the 2027 Term Loan is determined by the Company’s Investment Grade Rating (as defined in the Wells Fargo Credit Agreement).
+Added: Prior to the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 % or (ii) Base Rate (as defined in the Wells Fargo Credit Agreement), plus a margin ranging from 0.15 % to 0.60 %, in each case based on the Company’s consolidated total leverage ratio.
After the date the Company obtains an Investment Grade Rating, interest shall accrue at either (i) SOFR, plus a margin ranging from 0.80 % to 1.60 % or (ii) Base Rate, plus a margin ranging from 0.00% to 0.60 %, in each case based on the Company’s Investment Grade Rating.
−Removed: Interest is payable monthly or at the end of the applicable interest period in arrears.
−Removed: The Company has fully hedged the 2027 Term Loan.
+Added: The Company has fully hedged the 2027 Term Loan with an all-in interest rate of 3.65 %.
+Added: Interest is payable monthly or at the end of the applicable interest period in arrears on any outstanding borrowings.
The interest rate hedges are described in “Note 7 – Derivative Financial Instruments.”
11 unchanged sentences
2028 — 200,000 200,000
−Removed: 2028 — 200,000 200,000
Total $ 522 $ 871,683 $ 872,205
16 unchanged sentences
(2) Includes the effects of interest rate hedges in place as of such date.
−Removed: Deferred financing, discount, and debt issuance costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s consolidated statements of operations and comprehensive income (loss).
+Added: Deferred financing, discount, and debt issuance costs are amortized over the remaining terms of each respective borrowing and are included in interest expense, net in the Company’s consolidated statements of operations and comprehensive (loss) income.
During the years ended December 31, 2024, 2023, and 2022, the term loans had a weighted average interest rate, exclusive of amortization of deferred financing costs and the effects of interest rate hedges, of 6.50 %, 5.51 %, and 3.39 %, respectively.
4 unchanged sentences
The Company was in compliance with all of its debt covenants as of December 31, 2024 and expects to be in compliance for the twelve-month period ending December 31, 2025.
+Added: See “Note 13 – Subsequent Events” for additional disclosure on the Company’s January 2025 Debt Transactions (as defined in “Note 13 – Subsequent Events”) which include amendments to its existing PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement.
Note 7 – Derivative Financial Instruments
9 unchanged sentences
The maturity dates of the interest rate swaps coincide with the maturity date of the 2028 Term Loan.
−Removed: Effective January 27, 2023, the Company converted its four existing LIBOR swap agreements associated with the 2024 Term Loan into four new SOFR swaps that convert the SOFR variable rate to a fixed rate of 0.12 % and on June 15, 2023, the Company amended and restated its 2024 Term Loan, providing for a $ 175.0 million senior unsecured term loan (the “2027 Term Loan”).
+Added: Effective January 27, 2023, the Company converted its four existing LIBOR swap agreements associated with the 2024 Term Loan into four new SOFR swaps that convert the SOFR variable rate to a fixed rate of 0.12 % and on June 15, 2023, the Company amended and restated its 2024 Term Loan, providing for the $ 175.0 million 2027 Term Loan.
In anticipation of the amendment and restatement of the 2024 Term Loan, additional derivatives, effective November 27, 2023 and December 23, 2024 at hedged fixed rates of 1.87 % and 2.40 %, respectively, were initiated to hedge the variable cash flows associated with the 2027 Term Loan through the fully extended maturity date.
The interest rate on the variable 2027 Term Loan includes a daily SOFR rate as of December 31, 2024 of 4.31 %, plus a SOFR adjustment of 0.10 % and applicable margin of 1.15 %.
+Added: During the fourth quarter of 2024, such derivatives were also initiated to hedge the variable cash flows associated with future debt issuances.
+Added: Specifically, the Company entered into seven swap agreements with effective and maturity dates of February 3, 2025 and January 2, 2030, respectively, for an aggregate notional amount of $ 175.0 million at a hedged fixed rate of 3.87 %.
Amounts will subsequently be reclassified to earnings when the hedged item affects earnings.
18 unchanged sentences
Interest rate swaps Accounts payable, accrued expenses, and other liabilities $ — $ 3,073
−Removed: The following table presents the effect of the Company's interest rate swaps in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2023, 2022, and 2021 (in thousands):
+Added: The following table presents the effect of the Company’s interest rate swaps in the consolidated statements of operations and comprehensive (loss) income for the years ended December 31, 2024, 2023, and 2022 (in thousands):
Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion) Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
5 unchanged sentences
This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.
−Removed: To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
+Added: To comply with the provisions of ASC 820, Fair Value Measurement, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.
In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
7 unchanged sentences
Derivative assets $ — $ 16,426 $ — $ 16,426
−Removed: Derivative liabilities $ — $ 3,073 $ — $ 3,073
December 31, 2023
Derivative assets $ — $ 14,442 $ — $ 14,442
+Added: Derivative liabilities $ — $ 3,073 $ — $ 3,073
Note 8 – Supplemental Detail for Certain Components of the Consolidated Balance Sheets
−Removed: Other assets, net consist of the following (in thousands):
+Added: Other assets, net consists of the following (in thousands):
Accounts receivable, net $ 9,809 $ 10,074
22 unchanged sentences
Note 9 – Shareholders’ Equity
−Removed: On September 1, 2021, the Company entered into a $ 250.0 million at-the-market equity program (the “2021 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions.
−Removed: On September 14, 2023, the Company entered into a forward confirmation with respect to 7,500,000 shares of its common stock under the 2021 ATM Program.
−Removed: On September 28, 2023, the Company partially physically settled 1,516,289 shares of common stock at a price of $ 16.49 per share under such forward confirmation for net proceeds of approximately $ 24.8 million, net of sales commissions and offering costs of $ 0.2 million.
−Removed: The Company contributed the net proceeds to the Operating Partnership in exchange for 1,516,289 Class A OP Units.
−Removed: 5,983,711 shares remain unsettled under the forward confirmation as of December 31, 2023.
−Removed: The Company may physically settle this forward confirmation (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than September 13, 2024.
+Added: On September 1, 2021, the Company entered into a $ 250.0 million at-the-market equity program (the “2021 ATM Program”).
+Added: On September 14, 2023, the Company entered into a forward sale agreement with respect to 7,500,000 shares of its common stock under the 2021 ATM Program.
+Added: As of September 30, 2024, the Company had fully settled the forward sale agreement.
On October 25, 2023, the Company entered into a $ 300.0 million at-the-market equity program (the “2023 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions.
Effective October 24, 2023, in connection with the establishment of the new at-the-market offering program, the 2021 ATM Program was terminated.
−Removed: The following table presents information about the 2023 ATM Program and the 2021 ATM Program (in thousands):
−Removed: Maximum Sales Authorization Gross Sales through December 31, 2023
+Added: As a result of the termination, the Company will not offer or sell any additional shares of common stock under the 2021 ATM Program.
+Added: During 2024, the Company entered into forward sale agreements with respect to an aggregate 1,743,100 shares of its common stock under the 2023 ATM Program at a weighted average price of $ 17.67 per share.
+Added: As of December 31, 2024, 1,743,100 shares remain unsettled under the forward sale agreements.
+Added: The Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than December 31, 2025.
+Added: On August 12, 2024, the Company entered into a $ 300.0 million at-the-market equity program (the “2024 ATM Program”) through which, from time to time, it may sell shares of its common stock in registered transactions.
+Added: Effective August 12, 2024, in connection with the establishment of the new at-the-market offering program, the 2023 ATM Program was terminated.
+Added: As a result of the termination, the Company will not offer or sell any additional shares of common stock under the 2023 ATM Program.
+Added: As context requires, the 2024 ATM Program, the 2023 ATM Program, and the 2021 ATM Program are referred herein as the “ATM Programs.”
+Added: During 2024, the Company entered into forward sale agreements with respect to an aggregate 152,547 shares of its common stock under the 2024 ATM Program at a weighted average price of $ 17.13 per share.
+Added: As of December 31, 2024, 152,547 shares remain unsettled under the forward sale agreements.
+Added: The Company may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than December 31, 2025.
+Added: The following table presents information about the ATM Programs (in thousands):
+Added: Maximum Sales Authorization Gross Settlements through December 31, 2024 (1)
Program Name Date Established Date Terminated
+Added: 2021 ATM Program September 2021 October 2023 $ 250,000 $ 249,122
2023 ATM Program (2)
−Removed: September 2021 October 2023 $ 250,000 $ 150,391
−Removed: 2023 ATM Program October 2023 $ 300,000 $ 77,323
−Removed: The following table details information related to activity under the ATM Program for each period presented (in thousands, except share and per share data):
+Added: October 2023 August 2024 $ 300,000 $ 77,323
+Added: 2024 ATM Program (3)
+Added: August 2024 — $ 300,000 $ —
+Added: (1) Represents shares of common stock issued by the Company under the ATM Programs, including settlements of forward sale agreements.
+Added: (2) As of December 31, 2024, 1,743,100 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 17.50 .
+Added: (3) As of December 31, 2024, 152,547 shares remain unsettled under the forward sale agreements at the available net settlement price of $ 16.93 .
+Added: The following table details information related to activity under the ATM Programs for each period presented (in thousands, except share and per share data):
Year Ended December 31,
+Added: 2024 2023 2022
Shares of common stock issued (1)
+Added: 5,983,711 7,662,341 276,060
Weighted average price per share $ 16.50 $ 17.22 $ 21.02
3 unchanged sentences
$ 97,661 $ 130,274 $ 5,533
−Removed: (1) Includes 1,516,289 shares of common stock partially physically settled at a price of $ 16.49 per share under the forward confirmation with respect to the 2021 ATM Program.
−Removed: 5,983,711 shares remain unsettled under the forward confirmation as of December 31, 2023 at the available net settlement price of $ 16.48 .
+Added: (1) Included in the years ended December 31, 2024 and 2023, were 5,983,711 and 1,516,289 shares of common stock that were physically settled at a price of $ 16.50 and $ 16.49 per share under the forward sale agreement with respect to the 2021 ATM Program.
(2) The net proceeds were contributed to the Operating Partnership in exchange for an equivalent number of Class A OP Units.
−Removed: As of December 31, 2023, the Company has $ 222.7 million remaining gross proceeds available for future issuances of shares of common stock under the 2023 ATM Program.
+Added: As of December 31, 2024, $ 300.0 million of remaining gross proceeds are available for future issuances of shares of common stock under the 2024 ATM Program, inclusive of unsettled shares under forward sale agreements.
+Added: January 2024 Follow-On Offering
+Added: In January 2024, the Company completed a registered public offering of 11,040,000 shares of its common stock at a public offering price of $ 18.00 per share.
+Added: In connection with the offering, the Company entered into forward sale agreements for 11,040,000 shares of its common stock.
+Added: The Company did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.
+Added: On September 26, 2024, the Company partially physically settled 2,200,000 shares of common stock at a price of $ 17.22 per share in accordance with the forward sale agreements.
+Added: The Company received net proceeds from the settlement of $ 37.8 million, net of underwriting discounts and offering costs of $ 1.8 million.
+Added: The Company contributed the net proceeds to the Operating Partnership in exchange for 2,200,000 Class A OP Units.
+Added: As of December 31, 2024, 8,840,000 shares remain unsettled under the January 2024 forward sale agreements.
August 2022 Follow-On Offering
−Removed: On August 8, 2022, the Company completed a registered public offering of 9,000,000 shares of its common stock at a public offering price of $ 20.20 per share, which excluded an over-allotment option to the underwriters to purchase up to an additional 1,350,000 shares, which was exercised in full on August 10, 2022.
+Added: In August 2022, the Company completed a registered public offering of 10,350,000 shares of its common stock at a public offering price of $ 20.20 per share.
In connection with the offering, the Company entered into forward sale agreements for 10,350,000 shares of its common stock.
1 unchanged sentence
January 2022 Follow-On Offering
−Removed: On January 13, 2022, the Company completed a registered public offering of 10,350,000 shares of its common stock at a public offering price of $ 22.25 per share.
+Added: In January 2022, the Company completed a registered public offering of 10,350,000 shares of its common stock at a public offering price of $ 22.25 per share.
In connection with the offering, the Company entered into forward sale agreements for 10,350,000 shares of its common stock.
As of September 30, 2022, the Company had fully physically settled the forward sale agreements (by the delivery of shares of common stock).
−Removed: April 2021 Follow-On Offering
−Removed: On April 12, 2021, the Company completed a public offering of 10,915,688 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 1,423,785 shares of common stock.
−Removed: The Company received net proceeds of $ 194.2 million, net of underwriting discounts and transaction costs of $ 9.4 million.
−Removed: The Company contributed the net proceeds to the Operating Partnership in exchange for 10,915,688 Class A OP Units.
Surrendered Shares on Vested Stock Unit Awards
2 unchanged sentences
2019 Omnibus Incentive Plan (the “Omnibus Incentive Plan”), resulted in federal and state income tax liabilities for the recipients.
−Removed: During 2023 and 2022, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender a total of 37 thousand and 75 thousand RSUs, respectively, valued at approximately $ 0.7 million and $ 1.5 million, respectively, solely to pay the associated statutory tax withholding.
−Removed: The surrendered RSUs are included in the row entitled “repurchase of common stock for tax withholding obligations” in the consolidated statements of cash flows.
+Added: During the years ended December 31, 2024, 2023, and 2022, as permitted by the terms of the Omnibus Incentive Plan and the award grants, certain executive officers and employees elected to surrender approximately 90 thousand, 37 thousand, and 75 thousand RSUs, respectively, valued at approximately $ 1.5 million, $ 0.7 million, and $ 1.5 million, respectively, solely to pay the associated statutory tax withholding.
+Added: The surrendered RSUs are included in the row entitled “repurchase of common stock for tax withholding obligations” in the consolidated statements of cash flows and consolidated statements of changes in equity.
During the year ended December 31, 2024, the Company declared and paid the following common stock dividends (in thousands, except per share data):
15 unchanged sentences
The holders of OP Units are entitled to an equal distribution per each OP Unit held as of each record date.
−Removed: Accordingly, during each of the years ended December 31, 2023 and 2022, the Operating Partnership paid distributions of $ 0.4 million to holders of OP Units.
+Added: Accordingly, during both of the years ended December 31, 2024 and 2023, the Operating Partnership paid distributions of $ 0.4 million to holders of OP Units.
For federal income tax purposes, distributions to stockholders are characterized as ordinary income dividends, capital gain distributions, or non-dividend distributions.
18 unchanged sentences
As of December 31, 2024, the only stock-based compensation granted by the Company were RSUs.
−Removed: The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying consolidated statements of operations and comprehensive income (loss) was $ 4.8 million for the years ended 2023 and 2022 and $ 3.7 million for the year ended 2021.
+Added: The total amount of stock-based compensation costs recognized in general and administrative expense in the accompanying consolidated statements of operations and comprehensive (loss) income was $ 5.7 million for the year ended 2024, and $ 4.8 million for the years ended 2023 and 2022.
All awards of unvested restricted stock units are expected to fully vest over the next one to five years .
1 unchanged sentence
Pursuant to the Omnibus Incentive Plan, the Company made performance-based RSUs to certain employees and non-employee directors.
−Removed: The performance condition required the Company to effectively file a shelf registration statement.
+Added: The performance condition required the Company to effectively file a resale registration statement.
Up until the point of filing the registration statement, performance was not deemed probable and accordingly, no RSUs had the capability of vesting and no stock-based compensation expense was recorded.
As a result of the Company’s initial public offering in August 2020, the performance condition was satisfied, and the Company recorded a stock-based compensation expense catch-up adjustment of $ 1.4 million.
−Removed: The vesting terms of these grants are specific to the individual grant and vest in equal annual installments over the next year.
+Added: The vesting terms of these grants are specific to the individual grant and were fully vested as of December 31, 2024.
The following table summarizes performance-based RSU activity for the years ended December 31, 2024, 2023, and 2022:
1 unchanged sentence
Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share
−Removed: Unvested RSU grants outstanding as of December 31, 2022 61,391 $ 19.75 157,380 $ 19.75 207,803 $ 19.75
+Added: Unvested RSU grants outstanding, beginning of year 30,379 $ 19.75 61,391 $ 19.75 157,380 $ 19.75
Vested during the period ( 30,379 ) 19.75 ( 31,012 ) 19.75 ( 95,989 ) 19.75
−Removed: Unvested RSU grants outstanding as of December 31, 2023 30,379 $ 19.75 61,391 $ 19.75 157,380 $ 19.75
+Added: Unvested RSU grants outstanding, end of year — $ — 30,379 $ 19.75 61,391 $ 19.75
For the years ended 2024, 2023, and 2022, the Company recognized $ 0.1 million, $ 0.3 million, and $ 0.9 million, respectively, in stock-based compensation expense associated with performance-based RSUs.
−Removed: As of December 31, 2023 and December 31, 2022, the remaining unamortized stock-based compensation expense totaled $ 0.1 million and $ 0.4 million, respectively, and as of December 31, 2023, these awards are expected to be recognized over a remaining weighted average period of one year .
+Added: As of December 31, 2024, there was no remaining unamortized stock-based compensation expense.
+Added: As of December 31, 2023, the remaining unamortized stock-based compensation expense totaled less than $ 0.1 million.
These units are subject to graded vesting and stock-based compensation expense is recognized ratably over the requisite service period for each vesting tranche in the award.
6 unchanged sentences
Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share
−Removed: Unvested RSU grants outstanding as of December 31, 2022 247,079 $ 19.86 295,207 $ 17.84 169,793 $ 18.00
+Added: Unvested RSU grants outstanding, beginning of year 298,108 $ 19.79 247,079 $ 19.86 295,207 $ 17.84
Granted during the period 210,733 17.17 161,757 19.79 148,913 22.09
1 unchanged sentence
Vested during the period ( 169,716 ) 19.58 ( 108,515 ) 19.93 ( 138,119 ) 18.20
−Removed: Unvested RSU grants outstanding as of December 31, 2023 298,108 $ 19.79 247,079 $ 19.86 295,207 $ 17.84
−Removed: For the years ended 2023 and 2022, the Company recognized $ 2.8 million and for the year ended 2021 recognized $ 1.6 million in stock-based compensation expense associated with service-based RSUs.
+Added: Unvested RSU grants outstanding, end of year 326,987 $ 18.25 298,108 $ 19.79 247,079 $ 19.86
+Added: For the year ended December 31, 2024, the Company recognized $ 3.3 million in stock-based compensation expense associated with service-based RSUs.
+Added: For the years ended December 31, 2023 and 2022, the Company recognized $ 2.8 million in stock-based compensation expense associated with service-based RSUs.
As of December 31, 2024 and December 31, 2023, the remaining unamortized stock-based compensation expense totaled $ 3.3 million and $ 3.4 million, respectively, and as of December 31, 2024, these awards are expected to be recognized over a remaining weighted average period of 1.9 years.
4 unchanged sentences
These grants are subject to the participant’s continued service over a three year period with 40 % of the award based on the Company’s total shareholder return (“TSR”) as compared to the TSR of identified peer companies and 60 % of the award based on total absolute TSR over the cumulative three year period.
−Removed: The performance period of these grants runs through March 8, 2024, February 28, 2025, and February 28, 2026.
+Added: The performance period of these grants runs through February 28, 2025, February 28, 2026, and December 31, 2026.
Grant date fair value of the market-based share awards was calculated using the Monte Carlo simulation model, which incorporated stock price volatility of the Company and each of the Company’s peers and other variables over the performance period.
5 unchanged sentences
Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share Shares Weighted Average Grant Date Fair Value per Share
−Removed: Unvested RSU grants outstanding as of December 31, 2022 177,350 $ 19.83 134,467 $ 17.77 — $ —
+Added: Unvested RSU grants outstanding, beginning of year 258,558 $ 20.38 177,350 $ 19.83 134,467 $ 17.77
Granted during the period 169,002 16.05 81,751 21.57 106,645 22.38
Forfeited during the period ( 90,458 ) 17.55 ( 543 ) 19.36 ( 63,762 ) 19.76
−Removed: Unvested RSU grants outstanding as of December 31, 2023 258,558 $ 20.38 177,350 $ 19.83 134,467 $ 17.77
−Removed: For the years ended 2023, 2022, and 2021, the Company recognized $ 1.7 million, $ 0.9 million, and $ 0.6 million, respectively, in stock-based compensation expense associated with market-based RSUs.
+Added: Vested during the period ( 46,660 ) 20.36 — — — —
+Added: Unvested RSU grants outstanding, end of year 290,442 $ 18.75 258,558 $ 20.38 177,350 $ 19.83
+Added: For the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 1.9 million, $ 1.7 million, and $ 0.9 million, respectively, in stock-based compensation expense associated with market-based RSUs.
As of December 31, 2024 and December 31, 2023, the remaining unamortized stock-based compensation expense totaled $ 2.4 million and $ 2.1 million, respectively, and as of December 31, 2024, these awards are expected to be recognized over a remaining weighted average period of 1.8 years.
Alignment of Interest Program
−Removed: During March 2021, the Company adopted the Alignment of Interest Program (the “Program”), which allows employees to elect to receive a portion of their annual bonus in unvested RSUs in the first quarter of the following year that would then vest over a four-year service period beginning in the period that the bonus relates.
+Added: During March 2021, the Company adopted the Alignment of Interest Program (the “Program”), which allows employees to elect to receive a portion of their annual bonus in RSUs in the first quarter of the following year, that vest from one to four years based on the terms of the grant agreement.
+Added: Stock-based compensation expense is recognized on a straight-line basis over the total requisite service period for the entire award, which begins in the period the bonus relates to.
The Program is deemed to be a liability-classified award (accounted for as an equity-classified award as the service date precedes the grant date and the award would otherwise be classified as equity on grant date), which will be fair-valued and accrued over the applicable service period.
−Removed: The total estimated fair value of the elections made for 2023 under the Program was approximately $ 0.5 million.
+Added: The total estimated fair value of the elections made for 2024 under the Program was approximately $ 1.2 million as of December 31, 2024.
The award will be remeasured to fair value each reporting period until the unvested RSUs are granted.
−Removed: For the years ended December 31, 2023 and 2022, the Company recognized approximately $ 0.1 million and for the year ended 2021, recognized $ 0.2 million in stock-based compensation expense associated with these awards.
+Added: For the years ended December 31, 2024, 2023, and 2022, the Company recognized approximately $ 0.3 million, $ 0.1 million, and $ 0.1 million, respectively, in stock-based compensation expense associated with these awards.
Previous awards under the Program that have been granted are included within service-based RSUs above.
−Removed: Note 11 – Earnings Per Share
−Removed: Net income per common share has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings per Share.
−Removed: Basic earnings per share is computed by dividing net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period.
+Added: Note 11 – (Loss) Earnings Per Share
+Added: Net (loss) income per common share has been computed pursuant to the guidance in the FASB ASC Topic 260, Earnings per Share.
+Added: Basic earnings per share is computed by dividing net (loss) income attributable to common stockholders by the weighted-average number of common shares outstanding for the period.
Diluted earnings per share is similarly calculated except that the denominator is increased by using the treasury stock method to determine the potential dilutive effect of the Company’s outstanding unvested RSUs and unsettled shares under open forward equity contracts and using the if-converted method to determine the potential dilutive effect of the OP Units.
The Company has noncontrolling interests in the form of OP Units which are convertible into common stock and represent potentially dilutive securities, as the OP Units may be redeemed for cash or, at the Company’s election, exchanged for shares of the Company’s common stock on a one -for-one basis.
−Removed: The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net income per common share for the years ended December 31, 2023, 2022, and 2021.
+Added: The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted net (loss) income per common share for the years ended December 31, 2024, 2023, and 2022.
Year Ended December 31,
(in thousands, except share and per share data) 2024 2023 2022
−Removed: Net income $ 6,890 $ 8,205 $ 3,150
−Removed: Net income attributable to noncontrolling interest ( 53 ) ( 88 ) ( 104 )
−Removed: Net income attributable to common shares, basic 6,837 8,117 3,046
−Removed: Net income attributable to noncontrolling interest 53 88 104
−Removed: Net income attributable to common shares, diluted $ 6,890 $ 8,205 $ 3,150
+Added: Net (loss) income $ ( 12,000 ) $ 6,890 $ 8,205
+Added: Net loss (income) attributable to noncontrolling interest 63 ( 53 ) ( 88 )
+Added: Net (loss) income attributable to common shares, basic ( 11,937 ) 6,837 8,117
+Added: Net (loss) income attributable to noncontrolling interest ( 63 ) 53 88
+Added: Net (loss) income attributable to common shares, diluted $ ( 12,000 ) $ 6,890 $ 8,205
Weighted average common shares outstanding, basic 76,517,767 63,922,973 49,517,977
4 unchanged sentences
Weighted average common shares outstanding, diluted 76,517,767 64,665,439 50,431,822
−Removed: Net income available to common stockholders per common share, basic $ 0.11 $ 0.16 $ 0.08
−Removed: Net income available to common stockholders per common share, diluted $ 0.11 $ 0.16 $ 0.08
+Added: Net (loss) income available to common stockholders per common share, basic $ ( 0.16 ) $ 0.11 $ 0.16
+Added: Net (loss) income available to common stockholders per common share, diluted $ ( 0.16 ) $ 0.11 $ 0.16
+Added: For the year ended December 31, 2024, diluted net loss per common share does not assume the conversion of 444,435 OP Units, 123,992 unvested RSUs, or 233,606 unsettled shares under open forward equity contracts, as such conversion would be antidilutive.
As of December 31, 2024 and 2023, there were 424,956 and 479,298 of OP Units outstanding, respectively.
6 unchanged sentences
The Company is not aware of any environmental condition on any of its properties that is likely to have a material adverse effect on the consolidated financial statements when the fair value of such liability can be reasonably estimated and is required to be recognized.
−Removed: In the normal course of business, the Company enters into various types of commitments to purchase real estate properties, fund development projects, or extend funds under mortgage notes receivable.
+Added: In the normal course of business, the Company enters into various types of commitments to purchase real estate properties, fund development projects, or extend funds under mortgage loans receivable.
These commitments are generally subject to the Company’s customary due diligence process and, accordingly, a number of specific conditions must be met before the Company is obligated to purchase or extend funding.
−Removed: As of December 31, 2023, the Company had tenant improvement allowance commitments totaling approximately $ 4.1 million, which is expected to be funded over the next two years .
−Removed: Additionally, as of December 31, 2023, the Company had commitments to fund 18 properties under development totaling $ 35.7 million, all of which is expected to be funded over the next 12 months.
−Removed: The Company also had commitments to extend funds under mortgage notes receivable of $ 13.7 million which is expected to occur throughout 2024.
+Added: As of December 31, 2024, the Company had tenant improvement allowance commitments totaling approximately $ 4.1 million, which is expected to be funded within the next two years .
+Added: Additionally, as of December 31, 2024, the Company had commitments to fund properties under development totaling $ 7.3 million, which is expected to be funded over the next 12 months.
+Added: The Company also had commitments to extend funds under mortgage loans receivable of $ 9.5 million as of December 31, 2024, which is expected to occur over the next 12 months.
In August 2021, the Company entered into a lease agreement on a new corporate office space, which is classified as an operating lease.
3 unchanged sentences
As of December 31, 2024, the Company did not have any other material commitments for re-leasing costs, recurring capital expenditures, non-recurring building improvements, or similar types of costs.
−Removed: Note 13 – Related-Party Transactions
−Removed: Effective with the commencement of the Company’s operations on December 23, 2019, the Company executed a facilities agreement with a subsidiary of EB Arrow Holdings, LLC, which was subsequently amended in April 2021 and ultimately terminated in July 2021.
−Removed: Under the facilities agreement, the Company shared in office rent by paying a fixed monthly rate and office related expenses based on employee headcount.
−Removed: No expenses were incurred during the years ended 2023 and 2022.
−Removed: For the year ended 2021, the Company incurred approximately $ 0.1 million in related expenses.
Note 13 – Subsequent Events
3 unchanged sentences
The dividend will be paid on March 31, 2025 to stockholders of record on March 14, 2025.
−Removed: January Follow-On Offering
−Removed: In January 2024, the Company completed a public offering of 11,040,000 shares of its common stock at the public offering price of $ 18.00 per share.
−Removed: In connection with the offering, the Company entered into forward sale agreements for 11,040,000 shares of its common stock.
−Removed: The Company did not initially receive any proceeds from the sale of shares of common stock by the forward purchasers.
−Removed: The Company expects to physically settle the forward sale agreements (by delivery of shares of common stock) and receive proceeds from the sale of those shares upon one or more forward settlement dates, which shall occur no later than January 9, 2025.
−Removed: The Company may also elect to cash settle or net share settle all or a portion of its obligations under a forward sale agreement if it concludes it is in its best interest to do so.
−Removed: If the Company elects to cash settle a forward sale agreement, it may not receive any proceeds and it may owe cash to the relevant counterparty in certain circumstances.
−Removed: No physical settlement has occurred through the date on which these consolidated financial statements were issued.
+Added: Revolver Activity
+Added: The Company borrowed $ 5.0 million, net of repayments, under the Revolver which will be used for general corporate purposes, including the acquisition of properties in the Company’s pipeline.
+Added: January 2025 Debt Transactions
+Added: On January 15, 2025, the Company amended its existing PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement.
+Added: The PNC Credit Agreement was amended and restated and provides for:
+Added: a new $ 175.0 million senior unsecured term loan (the “2030 Term Loan B”);
+Added: the existing $ 200.0 million 2028 Term Loan;
+Added: and an upsized $ 500.0 million Revolver (increased from $ 400 million under the existing PNC Credit Agreement).
+Added: The 2030 Term Loan B and the upsized Revolver initially mature in January 2029 and include, at the Company’s election, a one-year option to extend the maturity to January 2030.
+Added: The 2030 Term Loan B was fully funded on the closing date and the Company has hedged the entire $ 175.0 million 2030 Term Loan B at an all-in fixed interest rate of 5.12 % through January 2030.
+Added: The Wells Fargo Credit Agreement was amended and restated to extend the maturity date of the $ 175.0 million 2027 Term Loan from January 2027 to January 2029 with an option, at the Company’s election, to extend the maturity to January 2030.
+Added: Among other changes, each of the PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement were also amended to remove certain financial covenants and provide for revised, improved pricing when the Company meets certain investment grade rating and leverage targets.
+Added: The interest rates under each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement are determined by the Company’s Investment Grade Rating status and consolidated total leverage ratio.
+Added: Prior to the date the Company obtains an Investment Grade Rating, interest rates are based solely on the Company’s consolidated total leverage ratio, and are determined by (A) in the case of the 2028 Term Loan, the 2030 Term Loan A, and the 2030 Term Loan B, either (i) SOFR, plus a margin ranging from 1.15 % to 1.60 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.15 % to 0.60 %, based on the Company’s consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a margin ranging from 1.00 % to 1.45 %, based on the Company’s consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.45 %, based on the Company’s consolidated total leverage ratio.
+Added: After the date the Company obtains an Investment Grade Rating, interest rates are based on the Company’s Investment Grade Rating and its consolidated total leverage ratio, and are determined by (A) in the case of the 2028 Term Loan, the 2030 Term Loan A, and the 2030 Term Loan B, either (i) SOFR, plus a margin ranging from 0.80 % to 1.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.60 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio and (B) in the case of the Revolver either (i) SOFR, plus a margin ranging from 0.725 % to 1.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio, or (ii) a Base Rate, plus a margin ranging from 0.00% to 0.40 %, based on the Company’s Investment Grade Rating and consolidated total leverage ratio.
+Added: Each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain customary representations and warranties, which include customary materiality, material adverse effect, and knowledge qualifiers.
+Added: Each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain customary affirmative and negative covenants, including, among other requirements, negative covenants that restrict the Company’s and its subsidiaries’ ability to create liens, and that restrict the Company’s subsidiaries’ ability to incur certain indebtedness.
+Added: Further, each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain a number of financial covenants, including, among others, the maintenance of a maximum leverage ratio, a fixed charge coverage ratio, a secured leverage ratio and a minimum tangible net worth.
+Added: Each of the amended PNC Credit Agreement, Wells Fargo Credit Agreement, and Truist Credit Agreement contain events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events with respect to the Company and certain of its subsidiaries, material judgments, and events constituting a change of control.
+Added: Upon the occurrence and during the continuance of an event of default, the lenders under each such credit agreement may accelerate the obligations under the applicable credit agreement; however, under each credit agreement, acceleration will be automatic in the case of bankruptcy and insolvency events of default involving the Company.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.