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Real Estate Investments and Related Intangibles
6 Months Ended
Jun. 30, 2019
Real Estate [Abstract]  
Real Estate Investments and Related Intangibles Real Estate Investments and Related Intangibles
Property Acquisitions
During the six months ended June 30, 2019, the Company acquired controlling financial interests in 33 commercial properties for an aggregate purchase price of $200.5 million (the “2019 Acquisitions”), which includes $1.0 million of external acquisition-related expenses that were capitalized. During the six months ended June 30, 2018, the Company acquired a controlling interest in 19 commercial properties for an aggregate purchase price of $181.2 million (the “2018 Acquisitions”), which includes $1.1 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):
 
 
Six Months Ended June 30,
 
 
2019
 
2018
Real estate investments, at cost:
 
 
 
 
Land
 
$
40,460

 
$
37,732

Buildings, fixtures and improvements
 
135,182

 
121,310

Total tangible assets
 
175,642

 
159,042

Acquired intangible assets:
 
 
 
 
In-place leases and other intangibles (1)
 
24,817

 
19,564

Above-market leases (2)
 

 
2,750

Assumed intangible liabilities:
 
 
 
 
Below-market leases (3)
 

 
(116
)
Total purchase price of assets acquired
 
$
200,459

 
$
181,240


____________________________________
(1)
The weighted average amortization period for acquired in-place leases and other intangibles is 15.8 years and 13.9 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.
(3)
The weighted average amortization period for assumed intangible lease liabilities is 9.9 years for 2018 Acquisitions.
As of June 30, 2019, the Company invested $16.4 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 $11.9 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 six months ended June 30, 2019, the Company disposed of 75 properties, including the sale of six consolidated properties to two newly-formed joint ventures in which the Company owns a 20% equity interest (the “Industrial Partnership”), for an aggregate gross sales price of $809.2 million, of which our share was $796.4 million after the profit participation payments related to the disposition of 23 Red Lobster properties. The dispositions resulted in proceeds of $739.9 million after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $233.4 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 six months ended June 30, 2018, the Company disposed of 77 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $181.6 million, of which our share was $175.5 million after the profit participation payment related to the disposition of 11 Red Lobster properties. The dispositions resulted in proceeds of $175.1 million after closing costs. The Company recorded a gain of $24.2 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 six months ended June 30, 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 June 30, 2019, there were six properties classified as held for sale with a carrying value of $22.6 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 six months ended June 30, 2019, the Company recorded a loss of $0.8 million related to held for sale properties. During the six months ended June 30, 2018, the Company recorded a loss of $1.1 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 June 30, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life):
 
 
Weighted-Average Useful Life
 
June 30, 2019
 
December 31, 2018
Intangible lease assets:
 
 
 
 
 
 
In-place leases and other intangibles, net of accumulated amortization of $722,414 and $703,909, respectively
 
15.7
 
$
902,319

 
$
980,971

Leasing commissions, net of accumulated amortization of $4,747 and $4,048, respectively
 
10.0
 
15,364

 
15,660

Above-market lease assets and deferred lease incentives, net of accumulated amortization of $104,395 and $105,936, respectively
 
16.3
 
178,460

 
201,875

Total intangible lease assets, net
 
 
 
$
1,096,143

 
$
1,198,506

 
 
 
 
 
 
 
Intangible lease liabilities:
 
 
 
 
 
 
Below-market leases, net of accumulated amortization of $93,481 and $89,905, respectively
 
19.0
 
$
152,654

 
$
173,479


The aggregate amount of amortization of above‑ and below-market leases and deferred lease incentives included as a net decrease to rental revenue was $1.3 million and $2.2 million for the six months ended June 30, 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 $65.8 million and $70.1 million for the six months ended June 30, 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 June 30, 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
 
$
62,166

 
$
116,036

 
$
108,821

 
$
95,259

 
$
84,774

Leasing commissions:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in amortization expense
 
1,128

 
2,120

 
1,962

 
1,871

 
1,690

Above-market lease assets and deferred lease incentives:
 
 
 
 
 
 
 
 
Total projected to be deducted from rental revenue
 
10,145

 
19,556

 
19,128

 
18,315

 
17,371

Below-market lease liabilities:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in rental revenue
 
8,661

 
15,815

 
14,674

 
13,832

 
13,110


Consolidated Joint Ventures
The Company had an interest in one consolidated joint venture that owned one property as of June 30, 2019 and December 31, 2018. As of June 30, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.1 million and $32.5 million, respectively, of which $29.6 million and $29.9 million, respectively, 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 June 30, 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
The Company’s investment in unconsolidated joint venture arrangements (the “Unconsolidated Joint Ventures”) consisted of interests in the Industrial Partnership and one joint venture as of June 30, 2019 and an interest in one joint venture as of December 31, 2018.
During the six months ended June 30, 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 Unconsolidated Joint Ventures had total aggregate debt outstanding of $269.3 million as of June 30, 2019, which is non-recourse to the Company, as discussed in Note 6 – Debt. There was no debt outstanding related to the Unconsolidated Joint Venture as of December 31, 2018.
The Company and the respective unconsolidated joint venture partners 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.
The following is a summary of the Company’s investments in unconsolidated joint ventures as of June 30, 2019 and December 31, 2018 and for the six months ended June 30, 2019 and 2018 (dollar amounts in thousands):
 
 
 
 
 
 
Carrying Amount of Investment (2)
 
Equity in Income
 
 
 
 
 
 
 
Six Months Ended
Investment
 
Ownership % (1)
 
Number of Properties
 
June 30, 2019
 
December 31, 2018
 
June 30, 2019
 
June 30, 2018
Faison JV Bethlehem GA
 
90%
 
1
 
$
39,087

 
$
35,289

 
$
1,035

 
$
673

Industrial Partnership
 
20%
 
6
 
29,546

 

 
(30
)
 

 
 
 
 
 
 
$
68,633

 
$
35,289

 
$
1,005

 
$
673

____________________________________
(1)
The Company’s ownership interest reflects its legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed properties 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. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests.
(2)
The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of June 30, 2019 and December 31, 2018. 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 mergers. 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.