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Real Estate Investments and Related Intangibles
9 Months Ended
Sep. 30, 2019
Real Estate [Abstract]  
Real Estate Investments and Related Intangibles Real Estate Investments and Related Intangibles
Property Acquisitions
During the nine months ended September 30, 2019, the Company acquired controlling financial interests in 40 commercial properties for an aggregate purchase price of $260.7 million (the “2019 Acquisitions”), which includes $1.4 million of external acquisition-related expenses that were capitalized. During the nine months ended September 30, 2018, the Company acquired a controlling interest in 42 commercial properties for an aggregate purchase price of $280.4 million (the “2018 Acquisitions”), which includes $2.1 million related to an outstanding tenant improvement allowance and $1.6 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):
 
 
Nine Months Ended September 30,
 
 
2019
 
2018
Real estate investments, at cost:
 
 
 
 
Land
 
$
47,749

 
$
54,732

Buildings, fixtures and improvements
 
181,904

 
181,011

Total tangible assets
 
229,653

 
235,743

Acquired intangible assets:
 
 
 
 
In-place leases and other intangibles (1)
 
31,062

 
42,050

Above-market leases (2)
 

 
2,750

Assumed intangible liabilities:
 
 
 
 
Below-market leases (3)
 

 
(116
)
Total purchase price of assets acquired
 
$
260,715

 
$
280,427


____________________________________
(1)
The weighted average amortization period for acquired in-place leases and other intangibles is 15.2 years and 15.7 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 September 30, 2019, the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized, in one build-to-suit development project. The Company does not have any remaining committed investments related to the project.
Property Dispositions and Real Estate Assets Held for Sale
During the nine months ended September 30, 2019, the Company disposed of 107 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”) and one property sold through a foreclosure as discussed in Note 6 – Debt, for an aggregate gross sales price of $926.0 million, of which our share was $905.9 million after the profit participation payments related to the disposition of 33 Red Lobster properties. The dispositions resulted in proceeds of $846.0 million after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $251.9 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 nine months ended September 30, 2018, the Company disposed of 112 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $371.0 million, of which our share was $356.6 million after the profit participation payment related to the disposition of 22 Red Lobster properties. The dispositions resulted in proceeds of $352.8 million after closing costs. The Company recorded a gain of $70.3 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 nine months ended September 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 September 30, 2019, there were 57 properties classified as held for sale with a carrying value of $66.7 million, included in real estate assets held for sale, net, primarily comprised of land of $20.4 million and building, fixtures and improvements, net of $43.4 million, 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 nine months ended September 30, 2019 and 2018, the Company recorded losses of $0.8 million and $1.9 million, respectively, 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 September 30, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life):
 
 
Weighted-Average Useful Life
 
September 30, 2019
 
December 31, 2018
Intangible lease assets:
 
 
 
 
 
 
In-place leases and other intangibles, net of accumulated amortization of $741,320 and $703,909, respectively
 
14.1
 
$
867,642

 
$
980,971

Leasing commissions, net of accumulated amortization of $5,313 and $4,048, respectively
 
10.2
 
15,058

 
15,660

Above-market lease assets and deferred lease incentives, net of accumulated amortization of $108,256 and $105,936, respectively
 
13.6
 
172,343

 
201,875

Total intangible lease assets, net
 
 
 
$
1,055,043

 
$
1,198,506

 
 
 
 
 
 
 
Intangible lease liabilities:
 
 
 
 
 
 
Below-market leases, net of accumulated amortization of $96,911 and $89,905, respectively
 
19.2
 
$
147,997

 
$
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 $2.0 million and $3.2 million for the nine months ended September 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 $96.9 million and $104.5 million for the nine months ended September 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 September 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
 
$
31,015

 
$
115,891

 
$
108,723

 
$
95,161

 
$
84,677

Leasing commissions:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in amortization expense
 
571

 
2,154

 
1,997

 
1,906

 
1,725

Above-market lease assets and deferred lease incentives:
 
 
 
 
 
 
 
 
Total projected to be deducted from rental revenue
 
5,063

 
19,426

 
19,000

 
18,189

 
17,245

Below-market lease liabilities:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in rental revenue
 
4,432

 
15,778

 
14,637

 
13,796

 
13,073


Consolidated Joint Ventures
The Company had an interest in one consolidated joint venture that owned one property as of September 30, 2019 and December 31, 2018. As of September 30, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.0 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 $13.7 million and $14.0 million as of September 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 September 30, 2019 and an interest in one joint venture as of December 31, 2018.
During the nine months ended September 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 September 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 September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018 (dollar amounts in thousands):
 
 
 
 
 
 
Carrying Amount of Investment (2)
 
Equity in Income
 
 
 
 
 
 
 
Nine Months Ended
Investment
 
Ownership % (1)
 
Number of Properties
 
September 30, 2019
 
December 31, 2018
 
September 30, 2019
 
September 30, 2018
Faison JV Bethlehem GA
 
90%
 
1
 
$
39,633

 
$
35,289

 
$
1,583

 
$
993

Industrial Partnership
 
20%
 
6
 
29,392

 

 
99

 

 
 
 
 
 
 
$
69,025

 
$
35,289

 
$
1,682

 
$
993

____________________________________
(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 September 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.