Workflow
Peakstone Realty Trust(PKST)
icon
Search documents
Peakstone Realty Trust(PKST) - 2023 Q4 - Annual Results
2024-02-22 21:08
EXHIBIT 99.1 Peakstone Realty Trust Reports Fourth Quarter and Full Year 2023 Results - Property Dispositions for Full Year 2023 Totaling $336 Million - Meaningful Deleveraging of Balance Sheet - Significant Leasing Activity at Favorable Releasing Spreads El Segundo, Calif. (February 22, 2024) - Peakstone Realty Trust ("PKST" or the "Company") (NYSE: PKST), a real estate investment trust that owns and operates a high-quality, newer-vintage portfolio of predominantly single-tenant industrial and office prope ...
Peakstone Realty Trust(PKST) - 2023 Q3 - Quarterly Report
2023-11-09 21:09
[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Net loss widened significantly in 2023, driven by major impairment charges and property dispositions that also reduced assets and equity Consolidated Balance Sheet Summary (in thousands) | Metric | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | Total real estate, net | $2,161,077 | $2,852,617 | | Total assets | $2,840,209 | $3,633,376 | | Debt, net | $1,442,003 | $1,485,402 | | Total liabilities | $1,594,929 | $1,647,241 | | Total equity | $1,245,280 | $1,857,323 | Consolidated Statement of Operations Summary (in thousands) | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Rental income | $61,713 | $101,330 | $191,226 | $340,592 | | Real estate impairment provision | $0 | $10,697 | $397,373 | $86,254 | | Net loss from investment in unconsolidated entity | ($144,598) | $0 | ($176,767) | $0 | | Net loss | ($139,948) | ($119,373) | ($583,332) | ($193,240) | | Net loss per share, basic and diluted | ($3.55) | ($3.08) | ($14.97) | ($5.08) | Consolidated Statement of Cash Flows Summary (Nine Months Ended, in thousands) | Metric | September 30, 2023 | September 30, 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $58,770 | $135,348 | | Net cash provided by investing activities | $289,796 | $921,545 | | Net cash used in financing activities | ($216,413) | ($1,155,150) | [Notes to Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Significant 2023 events included major property dispositions, large real estate and joint venture impairments, and preferred share redemptions - During the nine months ended September 30, 2023, the company sold nine properties for gross proceeds of approximately **$308.7 million**, recognizing a net gain of **$24.7 million**[53](index=53&type=chunk)[54](index=54&type=chunk) - A real estate impairment provision of approximately **$397.4 million** was recorded on 16 properties during the first nine months of 2023[55](index=55&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - The company recorded an other-than-temporary impairment of approximately **$129.3 million** for its investment in the Office Joint Venture, representing a complete write-off[68](index=68&type=chunk)[69](index=69&type=chunk)[101](index=101&type=chunk) - On April 10, 2023, the company redeemed all shares of its Series A Preferred Stock for a payment of **$125.0 million** plus accrued distributions[123](index=123&type=chunk) Segment Net Operating Income (NOI) (in thousands) | Segment | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Industrial NOI | $36,998 | $39,912 | | Office NOI | $89,692 | $193,635 | | Other NOI | $24,842 | $29,792 | | **Total NOI** | **$151,532** | **$263,339** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes declining performance to property dispositions and significant impairments, though liquidity remains strong at $516.6 million - As of September 30, 2023, the company's wholly-owned portfolio of 73 properties was **96.4% leased** with a weighted average remaining lease term of **6.3 years**[162](index=162&type=chunk) - The increased net loss was driven by a **$311.1 million** increase in real estate impairment provisions and a **$176.8 million** increase in losses from the unconsolidated Office Joint Venture[209](index=209&type=chunk)[216](index=216&type=chunk)[221](index=221&type=chunk) - As of September 30, 2023, the company had total liquidity of **$516.6 million** from cash and its Revolving Credit Facility[239](index=239&type=chunk) Same Store NOI Comparison (Nine Months Ended, in thousands) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Industrial | $36,678 | $36,545 | 0% | | Office | $85,148 | $92,041 | (7)% | | Other | $26,227 | $26,900 | (3)% | | **Total Same Store NOI** | **$148,053** | **$155,486** | **(5)%** | FFO and AFFO per Share | Metric | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | FFO per share | ($2.79) | $0.68 | ($2.69) | $3.45 | | AFFO per share | $0.78 | $1.08 | $2.18 | $4.06 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate changes, with a hypothetical 100 bps rate increase impacting earnings by $2.0 million annually - The company's primary market risk exposure is to interest rate changes on its variable rate debt[262](index=262&type=chunk) - As of September 30, 2023, the company had approximately **$1.2 billion** in fixed-rate debt and **$200.0 million** in variable-rate debt, after considering interest rate swaps[264](index=264&type=chunk) - A hypothetical 100 basis point increase in interest rates would decrease future earnings and cash flows by approximately **$2.0 million** annually[265](index=265&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of the end of the period[267](index=267&type=chunk) - **No changes** occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[268](index=268&type=chunk) [PART II. OTHER INFORMATION](index=59&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no material pending legal proceedings - The company is not a party to any **material pending legal proceedings**[149](index=149&type=chunk)[269](index=269&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) No material changes were reported to the risk factors disclosed in the 2022 Annual Report on Form 10-K - **No material changes** to the risk factors from the Annual Report on Form 10-K for the year ended December 31, 2022, were reported[270](index=270&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no sales of unregistered securities during the nine months ended September 30, 2023 - There were **no sales of unregistered securities** during the nine months ended September 30, 2023[271](index=271&type=chunk)
Peakstone Realty Trust(PKST) - 2023 Q2 - Quarterly Report
2023-08-08 20:08
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ____________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41686 Peakstone Realty Trust (Exact name of Registrant as specified in ...
Peakstone Realty Trust(PKST) - 2023 Q1 - Quarterly Report
2023-05-09 20:15
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ____________________________________________________ For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41686 Peakstone Realty Trust (Exact name of Registrant as specified in ...
Peakstone Realty Trust(PKST) - 2022 Q4 - Annual Report
2023-03-24 20:44
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55605 Peakstone Realty Trust (Exact name of Registrant as specified in its charter) (State or other jurisdiction o ...
Peakstone Realty Trust(PKST) - 2022 Q3 - Quarterly Report
2022-11-14 19:15
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________________________________________ (State or other jurisdiction of incorporation or organization) Maryland 46-4654479 (IRS Employer Identification No.) FORM 10-Q ____________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( ...
Peakstone Realty Trust(PKST) - 2022 Q2 - Quarterly Report
2022-08-05 21:47
[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Cautionary Note Regarding Forward-Looking Statements](index=4&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This report contains forward-looking statements based on current expectations, subject to known and unknown risks that could cause material differences in actual results - Forward-looking statements are identified by terminology such as "may," "will," "should," "expects," etc., and are covered by the safe harbor provisions of the Securities Act and the Exchange Act[9](index=9&type=chunk) - Key factors that could cause results to differ include general economic conditions, market volatility, inflation, interest rates, the impact of the COVID-19 pandemic on office and industrial assets, lease renewal success, and other risks detailed in the company's SEC filings[10](index=10&type=chunk) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents unaudited consolidated financial statements for the period ended June 30, 2022, including balance sheets, operations, and cash flows, highlighting a **$75.6 million** impairment provision [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2022, total assets decreased to **$5.15 billion** from **$5.27 billion** at year-end 2021, with total liabilities and equity also declining Consolidated Balance Sheet Summary (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$5,149,016** | **$5,273,017** | | Total real estate, net | $4,395,081 | $4,576,837 | | Cash and cash equivalents | $202,655 | $168,618 | | **Total Liabilities** | **$2,741,892** | **$2,771,586** | | Debt, net | $2,529,228 | $2,532,377 | | **Total Equity** | **$2,277,453** | **$2,371,663** | | Total stockholders' equity | $2,067,234 | $2,153,010 | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a **net loss of $76.6 million** for Q2 2022, primarily due to a **$75.6 million** impairment provision, contrasting with net income in the prior year Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Rental income | $123,073 | $118,824 | $239,262 | $220,179 | | Total expenses | $171,707 | $91,434 | $260,718 | $175,213 | | Impairment provision | $75,557 | $— | $75,557 | $4,242 | | Net (loss) income | $(76,599) | $5,678 | $(73,869) | $2,687 | | Net (loss) income per share | $(0.22) | $0.01 | $(0.22) | $(0.01) | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased to **$115.4 million** for the six months ended June 30, 2022, while cash used in investing significantly decreased to **$6.2 million** Cash Flow Summary (in thousands) | Activity | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash provided by operating activities | $115,409 | $94,873 | | Net cash used in investing activities | $(6,212) | $(53,968) | | Net cash used in financing activities | $(73,044) | $(77,984) | | **Net increase (decrease) in cash** | **$36,153** | **$(37,079)** | [Notes to Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the company's REIT structure, a **$75.6 million** impairment in Q2 2022, **$2.53 billion** debt, and the suspension of DRP and limited resumption of SRP - The company is an internally managed, publicly registered non-traded REIT owning a diversified portfolio of corporate office and industrial properties[32](index=32&type=chunk) - During the six months ended June 30, 2022, the company recorded an impairment provision of approximately **$75.6 million** on four properties in the Midwest and Southwest, concluding their carrying value was not recoverable due to longer absorption periods and lower market rents[61](index=61&type=chunk) - The Board approved a suspension of the Distribution Reinvestment Plan (DRP) effective October 11, 2021[102](index=102&type=chunk) - The Share Redemption Program (SRP) was also suspended for the fourth quarter of 2021 but is scheduled to resume on August 5, 2022, limited to redemptions for death, disability, or incompetence[106](index=106&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's performance, including a **93% leased** portfolio, a decrease in NAV per share to **$7.42**, a **$75.6 million** impairment, and adequate liquidity from operating cash flow and a **$1.9 billion** credit facility [Overview](index=31&type=section&id=Overview) Griffin Realty Trust is an internally managed REIT with **121 properties**, **93.0% leased**, and a **6.1-year** weighted average lease term, monitoring COVID-19 impacts on office demand - As of June 30, 2022, the portfolio consisted of **121 properties** and one land parcel, was **93.0% leased**, and generated approximately **$360.6 million** in Annualized Base Rents[159](index=159&type=chunk) - Management expects the decline in demand for office space due to the pandemic and economic conditions to negatively impact its ability to renew and replace office leases, with over **8.7%** of leases (by Annualized Base Rent) expiring by the end of 2023[160](index=160&type=chunk) [NAV and NAV per Share Calculation](index=32&type=section&id=NAV%20and%20NAV%20per%20Share%20Calculation) The consolidated NAV per share decreased to **$7.42** as of June 30, 2022, from **$9.10** in 2021, primarily due to declining office property valuations NAV per Share Comparison | Metric | June 30, 2022 | June 30, 2021 | | :--- | :--- | :--- | | Consolidated NAV (in thousands) | $2,641,172 | $3,242,106 | | Total Shares and OP Units Outstanding | 355,905,189 | 356,167,456 | | **Consolidated NAV per share** | **$7.42** | **$9.10** | - Due to market volatility and divergent prospects between industrial and office assets, the company adopted the lower end of the real estate value range calculated by its independent valuation firm for its NAV calculation[170](index=170&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Q2 2022 rental income increased **4%** to **$123.1 million**, but a **$75.6 million** impairment provision significantly raised expenses, while general and administrative expenses decreased Comparison of Operations (in thousands) | Account | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Change (%) | | :--- | :--- | :--- | :--- | | Rental income | $123,073 | $118,824 | 4% | | Impairment provision | $75,557 | $— | 100% | | General and administrative expenses | $8,892 | $10,198 | (13)% | - The **$75.6 million** impairment provision in Q2 2022 was the primary reason for the significant increase in total expenses and the resulting net loss[199](index=199&type=chunk) - The increase in rental income for the six months ended June 30, 2022 was primarily due to the CCIT II Merger (**$15.8 million**) and an increase in termination income (**$6.5 million**)[202](index=202&type=chunk) [Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)](index=40&type=section&id=Funds%20from%20Operations%20(FFO)%20and%20Adjusted%20Funds%20from%20Operations%20(AFFO)) Q2 2022 FFO per share was **$0.16** and AFFO per share was **$0.17**, with six-month figures at **$0.31** and **$0.33** respectively, used to evaluate operating performance FFO and AFFO per Share | Metric | Three Months Ended June 30, 2022 | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | FFO per share, basic and diluted | $0.16 | $0.17 | $0.31 | $0.31 | | AFFO per share, basic and diluted | $0.17 | $0.16 | $0.33 | $0.31 | [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by operating cash flow and a **$1.9 billion** credit facility with **$363.7 million** available, deemed adequate for future requirements, with total contractual obligations of **$3.15 billion** - The company's primary sources of operating cash flow are property rental income and its credit facility, which are expected to meet cash needs for the next 12 months[222](index=222&type=chunk) - As of June 30, 2022, the company had **$363.7 million** of undrawn capacity under its Revolving Credit Facility[225](index=225&type=chunk) Material Cash Requirements (in thousands) | Obligation | Total | Remaining 2022 | Thereafter | | :--- | :--- | :--- | :--- | | Outstanding debt obligations | $2,536,910 | $4,896 | $2,532,014 | | Interest on outstanding debt | $287,160 | $40,054 | $247,106 | | Ground lease obligations | $299,879 | $1,202 | $298,677 | | **Total** | **$3,145,003** | **$49,568** | **$3,095,435** | [Quantitative and Qualitative Disclosures About Market Risk](index=50&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure on its **$773.5 million** variable-rate debt, managed with swaps, where a **100 basis point** increase would reduce annual earnings by **$7.9 million** - The company's primary market risk exposure is to interest rate changes on its variable rate debt[262](index=262&type=chunk) - As of June 30, 2022, total debt included approximately **$1.8 billion** at fixed rates (including swaps) and **$773.5 million** at variable rates[264](index=264&type=chunk) - A hypothetical **100 basis point** increase in interest rates would decrease annual earnings and cash flows by approximately **$7.9 million**, after considering the effect of interest rate swap agreements[265](index=265&type=chunk) [Controls and Procedures](index=50&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of June 30, 2022, with no material changes during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[267](index=267&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of June 30, 2022, and no material changes occurred during the quarter[269](index=269&type=chunk) [PART II. OTHER INFORMATION](index=51&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) The company is not a party to any material legal proceedings - None[270](index=270&type=chunk) [Risk Factors](index=51&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021 - No material changes have occurred to the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021[271](index=271&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=51&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered securities were sold, and no common shares were redeemed due to the suspension of the Share Redemption Program during the six months ended June 30, 2022 - There were no sales of unregistered securities during the six months ended June 30, 2022[272](index=272&type=chunk) - The Share Redemption Program (SRP) was suspended, resulting in no redemptions of common shares during the quarter ended June 30, 2022[273](index=273&type=chunk) [Defaults Upon Senior Securities](index=51&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[274](index=274&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) No Form 8-K required information was omitted, and no material changes occurred to procedures for security holder Board nominee recommendations during the quarter - No information required to be disclosed on a Form 8-K was omitted during the quarter[277](index=277&type=chunk) [Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance amendments, a credit agreement amendment, and officer certifications - The exhibits filed with this report include amendments to corporate governance documents, a credit agreement amendment, and required officer certifications[278](index=278&type=chunk)
Peakstone Realty Trust(PKST) - 2022 Q1 - Quarterly Report
2022-05-06 17:49
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ____________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55605 Griffin Realty Trust, Inc. (Exact name of Registrant as specifie ...
Peakstone Realty Trust(PKST) - 2021 Q4 - Annual Report
2022-02-28 22:32
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Griffin Realty Trust, Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ...
Peakstone Realty Trust(PKST) - 2021 Q3 - Quarterly Report
2021-11-04 19:22
PART I. FINANCIAL INFORMATION [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) For the nine months ended September 30, 2021, total assets increased to **$5.31 billion** and liabilities to **$2.79 billion**, with net income attributable to common stockholders at **$0.6 million**, primarily due to the **CCIT II Merger** Consolidated Balance Sheets Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$5,311,403** | **$4,151,850** | | Total real estate, net | $4,624,826 | $3,492,529 | | Cash and cash equivalents | $164,127 | $168,954 | | **Total Liabilities** | **$2,791,554** | **$2,411,933** | | Debt, net | $2,534,003 | $2,140,427 | | **Total Equity** | **$2,390,147** | **$1,608,269** | - The significant increase in total real estate and total assets is primarily attributable to the **CCIT II Merger** completed on March **1**, **2021**[34](index=34&type=chunk)[54](index=54&type=chunk) Consolidated Statements of Operations Statement of Operations Summary (in thousands, except per share data) | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Rental income | $340,747 | $301,157 | | Total expenses | $269,105 | $241,526 | | Net income | $7,894 | $1,347 | | Net income (loss) attributable to common stockholders | $616 | $(4,569) | | Net income (loss) per share, basic and diluted | $0.00 | $(0.02) | - Rental income for the nine months ended September **30**, **2021** increased by **13.1%** year-over-year, driven by the **CCIT II Merger**. Total expenses also rose, primarily due to higher depreciation and amortization associated with the newly acquired properties[20](index=20&type=chunk)[193](index=193&type=chunk) Consolidated Statements of Cash Flows Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $155,777 | $128,953 | | Net cash used in investing activities | $(58,876) | $(34,459) | | Net cash (used in) provided by financing activities | $(115,709) | $9,809 | | **Net (decrease) increase in cash** | **$(18,808)** | **$104,303** | - Investing activities in **2021** included **$36.7 million** in cash used for the **CCIT II Merger**. Financing activities included drawing **$400 million** from a term loan and paying off **$415.5 million** of **CCIT II's** credit facility[29](index=29&type=chunk) Notes to Consolidated Financial Statements The notes detail significant corporate actions and accounting policies, including the **$1.3 billion CCIT II Merger**, the company's name change, debt structure, and the suspension of the **DRP** and **SRP** - On March **1**, **2021**, the company completed its acquisition of Cole Office & Industrial REIT (**CCIT II**), Inc. for approximately **$1.3 billion** in a stock-for-stock transaction. The merger was accounted for as an asset acquisition[34](index=34&type=chunk)[54](index=54&type=chunk) - The company changed its name from Griffin Capital Essential Asset REIT, Inc. to Griffin Realty Trust, Inc. on July **1**, **2021**[35](index=35&type=chunk) - As of September **30**, **2021**, the company's real estate portfolio consisted of **121** properties with a combined acquisition value of approximately **$5.3 billion**[52](index=52&type=chunk) - The company utilizes a **$1.9 billion** credit facility and has entered into interest rate swap agreements with a total notional amount of **$750.0 million** to hedge against variable interest rate risk[79](index=79&type=chunk)[90](index=90&type=chunk) - On October **1**, **2021**, the Board approved the temporary suspension of both the **Distribution Reinvestment Plan (DRP)** and the **Share Redemption Program (SRP)**, effective October **11**, **2021** and Q**4** **2021**, respectively[110](index=110&type=chunk)[118](index=118&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The **$1.3 billion CCIT II Merger** expanded the portfolio to **121 properties** (**95.1% leased**), driving Q3 **2021** rental income up **21%** to **$120.6 million** and AFFO to **$0.15 per share**, with DRP/SRP suspended for strategic initiatives Overview and Portfolio - On March **1**, **2021**, the company completed its acquisition of Cole Office & Industrial REIT (**CCIT II**), Inc. for approximately **$1.3 billion** in a stock-for-stock transaction[157](index=157&type=chunk) - As of September **30**, **2021**, the portfolio consisted of **121** properties in **26** states, was **95.1%** leased, and had a weighted average remaining lease term of **6.5** years[158](index=158&type=chunk) Top 5 States by Contractual Net Rent | State | Percentage of Contractual Net Rent | | :--- | :--- | | Texas | 11.7% | | California | 10.9% | | Arizona | 9.5% | | Ohio | 8.0% | | Georgia | 6.8% | - The top tenant, **Amazon.com Inc**, accounts for **3.8%** of contractual net rent[169](index=169&type=chunk) Results of Operations Comparison of Three Months Ended September 30, 2021 and 2020 (in thousands) | Account | Q3 2021 | Q3 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Rental income | $120,568 | $100,002 | 21% | | Total Expenses | $93,892 | $82,949 | 13% | | Net income (loss) | $5,207 | $(7,475) | N/A | - The **$20.6 million** increase in Q**3** **2021** rental income was primarily driven by **$23.0 million** from the **CCIT II Merger**[185](index=185&type=chunk) FFO and AFFO Reconciliation (in thousands) | Metric | Three Months Ended Sep 30, 2021 | Three Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | FFO attributable to common stockholders and limited partners | $58,103 | $39,833 | | AFFO available to common stockholders and limited partners | $55,223 | $39,667 | | **AFFO per share, basic and diluted** | **$0.15** | **$0.15** | Liquidity and Capital Resources - The company's primary source of operating cash flow is property rental income. As of September **30**, **2021**, the company had a **$1.9 billion** credit facility with **$376.5 million** of remaining capacity[212](index=212&type=chunk)[213](index=213&type=chunk) - On March **1**, **2021**, the company drew **$400 million** on its term loan to repay **CCIT II's** existing debt in connection with the merger[215](index=215&type=chunk) - The **Distribution Reinvestment Plan (DRP)** and **Share Redemption Program (SRP)** were suspended in October **2021**[221](index=221&type=chunk)[226](index=226&type=chunk) Contractual Obligations Summary as of September 30, 2021 (in thousands) | Obligation | Total | Remaining 2021 | 2022-2023 | 2024-2025 | Thereafter | | :--- | :--- | :--- | :--- | :--- | :--- | | Outstanding debt obligations | $2,544,057 | $2,170 | $346,484 | $954,032 | $1,241,371 | | Interest on outstanding debt | $304,556 | $17,294 | $126,132 | $93,107 | $68,023 | | **Total** | **$3,204,662** | **$23,784** | **$505,489** | **$1,074,487** | **$1,600,902** | [Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk, with **$773.5 million** in variable-rate debt as of September **30**, **2021**, and a **100 basis point increase** would decrease annual earnings by approximately **$8.3 million** - The company's primary market risk exposure is to interest rate changes on its variable rate debt[249](index=249&type=chunk) - As of September **30**, **2021**, total debt included approximately **$773.5 million** in variable rate debt. The company utilizes interest rate swap agreements to manage this exposure[251](index=251&type=chunk) - A hypothetical **100 basis point increase** in interest rates would decrease annual earnings and cash flows by approximately **$8.3 million**, after considering the effect of interest rate swap agreements[252](index=252&type=chunk) [Controls and Procedures](index=57&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures, as well as internal control over financial reporting, were effective as of September **30**, **2021**, with no material changes during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report (September **30**, **2021**)[254](index=254&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of September **30**, **2021**. No material changes occurred during the quarter[256](index=256&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material legal proceedings - The company is not a party to any material legal proceedings[257](index=257&type=chunk) [Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form **10-K** for the year ended December **31**, **2020** - There have been no material changes to the risk factors disclosed in the Annual Report on Form **10-K** for the year ended December **31**, **2020**[258](index=258&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=58&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company's **Share Redemption Program (SRP)** was partially reinstated on August **17**, **2020**, leading to the redemption of **588,662** shares during the quarter ended September **30**, **2021** Share Repurchases for the Quarter Ended September 30, 2021 | Month Ended | Total Shares Repurchased | Average Price Paid per Share | | :--- | :--- | :--- | | July 31, 2021 | 2,408 | $9.07 | | August 31, 2021 | — | $— | | September 30, 2021 | 586,254 | $9.09 | [Other Information](index=58&type=section&id=Item%205.%20Other%20Information) All required Form **8-K** information was disclosed, and no material changes were made to procedures for security holders to recommend Board nominees during the quarter ended September **30**, **2021** - No material changes were made to the procedures by which security holders may recommend nominees to the Board during the quarter[264](index=264&type=chunk) [Exhibits](index=59&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form **10-Q**, including amendments to the credit agreement, partnership agreement, and required certifications from the Principal Executive Officer and Principal Financial Officer - Key exhibits filed include the Third Amendment to the Second Amended and Restated Credit Agreement and certifications by the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of **2002**[266](index=266&type=chunk)