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Real Estate Investments and Related Intangibles
3 Months Ended
Mar. 31, 2019
Real Estate [Abstract]  
Real Estate Investments and Related Intangibles Real Estate Investments and Related Intangibles
Property Acquisitions
During the three months ended March 31, 2019, the Company acquired controlling financial interests in eight commercial properties for an aggregate purchase price of $81.1 million (the “2019 Acquisitions”), which includes $0.3 million of external acquisition-related expenses that were capitalized. During the three months ended March 31, 2018, the Company acquired a controlling interest in 12 commercial properties for an aggregate purchase price of $139.9 million (the “2018 Acquisitions”), which includes $0.7 million of external acquisition-related expenses that were capitalized.
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands):
 
 
Three Months Ended March 31,
 
 
2019
 
2018
Real estate investments, at cost:
 
 
 
 
Land
 
$
17,716

 
$
27,049

Buildings, fixtures and improvements
 
53,923

 
96,044

Total tangible assets
 
71,639

 
123,093

Acquired intangible assets:
 
 
 
 
In-place leases and other intangibles (1)
 
9,445

 
14,037

Above-market leases (2)
 

 
2,752

Total purchase price of assets acquired
 
$
81,084

 
$
139,882


____________________________________
(1)
The weighted average amortization period for acquired in-place leases and other intangibles is 12.5 years and 14.9 years for 2019 Acquisitions and 2018 Acquisitions, respectively.
(2)
The weighted average amortization period for acquired above-market leases is 10.8 years for 2018 Acquisitions.
As of March 31, 2019, the Company invested $8.0 million, including $0.5 million of external acquisition-related expenses and interest that were capitalized, in one build-to-suit development project. The Company’s estimated remaining committed investment is $20.3 million, and the project is expected to be completed within the next 12 months.
Property Dispositions and Real Estate Assets Held for Sale
During the three months ended March 31, 2019, the Company disposed of 22 properties, for an aggregate gross sales price of $66.0 million, of which our share was $62.1 million after the profit participation payments related to the disposition of six Red Lobster properties. The dispositions resulted in proceeds of $60.5 million after closing costs. The Company recorded a gain of $10.8 million related to the dispositions which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the three months ended March 31, 2018, the Company disposed of 40 properties, for an aggregate gross sales price of $120.8 million, of which our share was $119.2 million after the profit participation payment related to the disposition of three Red Lobster properties. The dispositions resulted in proceeds of $116.9 million after closing costs. The Company recorded a gain of $18.2 million related to the sales which is included in gain on disposition of real estate and real estate assets held for sale, net in the accompanying consolidated statements of operations.
During the three months ended March 31, 2018, the Company also disposed of one property owned by an unconsolidated joint venture for a gross sales price of $34.1 million, of which our share was $17.1 million based on our ownership interest in the joint venture, resulting in proceeds of $5.6 million after debt repayments of $20.4 million and closing costs. The Company recorded a gain of $0.7 million related to the sale and liquidation of the joint venture, which is included in equity in income and gain on disposition of unconsolidated entities in the accompanying consolidated statements of operations.
As of March 31, 2019, there were 12 properties classified as held for sale with a carrying value of $36.0 million, included in real estate assets held for sale, net in the accompanying consolidated balance sheets, which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. As of December 31, 2018, there were five properties classified as held for sale. During the three months ended March 31, 2019, the Company recorded a loss of less than $0.1 million related to held for sale properties. During the three months ended March 31, 2018, the Company recorded a loss of $0.9 million related to held for sale properties.
Intangible Lease Assets and Liabilities
Intangible lease assets and liabilities of the Company consisted of the following as of March 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life):
 
 
Weighted-Average Useful Life
 
March 31, 2019
 
December 31, 2018
Intangible lease assets:
 
 
 
 
 
 
In-place leases and other intangibles, net of accumulated amortization of $730,221 and $703,909, respectively
 
15.5
 
$
948,973

 
$
980,971

Leasing commissions, net of accumulated amortization of $4,566 and $4,048, respectively
 
10.4
 
16,318

 
15,660

Above-market lease assets and deferred lease incentives, net of accumulated amortization of $110,100 and $105,936, respectively
 
16.4
 
193,647

 
201,875

Total intangible lease assets, net
 
 
 
$
1,158,938

 
$
1,198,506

 
 
 
 
 
 
 
Intangible lease liabilities:
 
 
 
 
 
 
Below-market leases, net of accumulated amortization of $93,268 and $89,905, respectively
 
18.9
 
$
166,708

 
$
173,479


The aggregate amount of above‑ and below-market leases and deferred lease incentives amortized and included as a net decrease to rental revenue was $0.7 million and $1.5 million for the three months ended March 31, 2019 and 2018, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $33.8 million and $34.6 million for the three months ended March 31, 2019 and 2018, respectively.
The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of March 31, 2019 (amounts in thousands):
 
 
Remainder of 2019
 
2020
 
2021
 
2022
 
2023
In-place leases and other intangibles:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in amortization expense
 
$
94,897

 
$
119,518

 
$
111,755

 
$
97,582

 
$
86,748

Leasing commissions:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in amortization expense
 
1,607

 
2,018

 
1,857

 
1,780

 
1,584

Above-market lease assets and deferred lease incentives:
 
 
 
 
 
 
 
 
Total projected to be deducted from rental revenue
 
15,595

 
20,359

 
19,929

 
19,116

 
18,168

Below-market lease liabilities:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in rental revenue
 
14,559

 
16,674

 
15,532

 
14,690

 
13,806


Consolidated Joint Ventures
The Company had an interest in one consolidated joint venture that owned one property as of March 31, 2019 and December 31, 2018. As of March 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.9 million and $32.5 million, respectively, of which $29.9 million were real estate investments, net of accumulated depreciation and amortization at each of the respective dates. The property is secured by a mortgage note payable, which is non-recourse to the Company and had a balance of $13.9 million and $14.0 million, as of March 31, 2019 and December 31, 2018, respectively. The Company has the ability to control operating and financing policies of the consolidated joint venture. There are restrictions on the use of these assets as the Company would generally be required to obtain the approval of the joint venture partner in accordance with the joint venture agreement for any major transactions. The Company and the joint venture partner are subject to the provisions of the joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls.
Unconsolidated Joint Ventures
As of March 31, 2019 and December 31, 2018, the Company held an investment in an unconsolidated joint venture that owned one property with a carrying value of $35.8 million and $35.3 million, respectively. During the three months ended March 31, 2018, the Company disposed of one property owned by an unconsolidated joint venture as previously discussed in the “Property Dispositions and Real Estate Assets Held for Sale” section herein.
The Company had a 90% legal ownership interest in the unconsolidated joint venture at March 31, 2019 and December 31, 2018 and accounts for its investment using the equity method of accounting as the Company has the ability to exercise significant influence, but not control, over operating and financing policies of the investment. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in earnings and distributions from the joint venture. During the three months ended March 31, 2019 and 2018 the Company recognized $0.5 million and $0.4 million, respectively, of net income from unconsolidated joint ventures. The Company’s legal ownership interest may, at times, not equal the Company’s economic interest because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns.
The carrying amount of the unconsolidated joint venture was greater than the underlying equity in net assets by $3.4 million and $4.7 million as of March 31, 2019 and December 31, 2018, respectively. This difference relates to a purchase price allocation of goodwill and a step up in fair value of the investment assets acquired in connection with a prior merger. The step up in fair value was allocated to the individual investment assets and is being amortized in accordance with the Company’s depreciation policy. The Company and the unconsolidated joint venture partner are subject to the provisions of the applicable joint venture agreement, which includes provisions for when additional contributions may be required to fund certain cash shortfalls, including the Company’s share of expansion project capital expenditures.