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Real Estate Investments and Related Intangibles
12 Months Ended
Dec. 31, 2019
Real Estate [Abstract]  
Real Estate Investments and Related Intangibles Real Estate Investments and Related Intangibles
Property Acquisitions
During the year ended December 31, 2019, the Company acquired controlling financial interests in 66 commercial properties for an aggregate purchase price of $403.6 million (the “2019 Acquisitions”), which includes $2.3 million of external acquisition-related expenses that were capitalized. Additionally, the Company placed in service one build-to-suit development project in which the Company invested $27.6 million, including $0.7 million of external acquisition-related expenses and interest that were capitalized and including the land parcel acquired during the year ended December 31, 2018.
During the year ended December 31, 2018, the Company acquired a controlling interest in 52 commercial properties for an aggregate purchase price of $502.7 million (the “2018 Acquisitions”), which includes one land parcel for build-to-suit development, $2.1 million related to an outstanding tenant improvement allowance and $2.6 million of external acquisition-related expenses that were capitalized.
During the year ended December 31, 2017, the Company acquired a controlling interest in 88 commercial properties and three land parcels for an aggregate purchase price of $748.8 million (the “2017 Acquisitions”), which includes $3.3 million of external acquisition-related expenses that were capitalized and includes 22 properties acquired in a nonmonetary exchange discussed below.
The following table presents the allocation of the fair values of the assets acquired and liabilities assumed during the periods presented (in thousands):
 
 
Year Ended December 31,
 
 
2019
 
2018
 
2017
Real estate investments, at cost:
 
 
 
 
 
 
Land
 
$
83,476

 
$
86,285

 
$
110,634

Buildings, fixtures and improvements
 
268,470

 
350,942

 
523,445

Total tangible assets
 
351,946

 
437,227

 
634,079

Acquired intangible assets:
 
 
 
 
 
 
In-place leases and other intangibles (1)
 
51,627

 
62,791

 
105,940

Above-market leases (2)
 

 
2,750

 
10,445

Assumed intangible liabilities:
 
 
 
 
 
 
Below-market leases (3)
 

 
(116
)
 
(1,680
)
Total purchase price of assets acquired
 
$
403,573

 
$
502,652

 
$
748,784


____________________________________
(1)
The weighted average amortization period for acquired in-place leases and other intangibles is 16.5 years, 16.3 years and 15.8 years for 2019 Acquisitions, 2018 Acquisitions and 2017 Acquisitions, respectively.
(2)
The weighted average amortization period for acquired above-market leases is 10.8 years and 18.0 years for 2018 Acquisitions and 2017 Acquisitions, respectively.
(3)
The weighted average amortization period for assumed intangible lease liabilities is 9.9 years and 13.8 years for 2018 Acquisitions and 2017 Acquisitions, respectively.
Property Dispositions and Real Estate Assets Held for Sale
During the year ended December 31, 2019, the Company disposed of 201 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 $1.2 billion, of which our share was $1.1 billion after the profit participation payments related to the disposition of 36 Red Lobster properties. The dispositions resulted in proceeds of $1.1 billion after closing costs and contributions to the Industrial Partnership. The Company recorded a gain of $293.9 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 year ended December 31, 2018, the Company disposed of 149 properties, including one property conveyed to a lender in a deed-in-lieu of foreclosure transaction, for an aggregate gross sales price of $526.4 million, of which our share was $504.3 million after the profit participation payment related to the disposition of 34 Red Lobster properties. The dispositions resulted in proceeds of $496.7 million after closing costs. The Company recorded a gain of $96.2 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 year ended December 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.
During the year ended December 31, 2017, the Company disposed of 137 properties, including one property owned by a consolidated joint venture, six properties transferred to the lender in either a deed-in-lieu of foreclosure or foreclosure sale transaction as discussed in Note 6 – Debt and 15 properties disposed of in connection with a nonmonetary exchange discussed below, for an aggregate gross sales price of $594.9 million, of which our share was $574.4 million after the profit participation payment related to the disposition of 31 Red Lobster properties and the consolidated joint venture partner’s share of the sales price. The dispositions resulted in proceeds of $445.5 million after a mortgage loan assumption of $66.0 million and closing costs. Additionally, the Company’s tax provision for the year ended December 31, 2017 included $1.7 million of Canadian tax gain on the sale of certain Canadian properties. The Company recorded a gain of $64.7 million, 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.
As of December 31, 2019, there were five properties classified as held for sale with a carrying value of $27.0 million, included in real estate assets held for sale, net, primarily comprised of land of $6.3 million and building, fixtures and improvements, net of $19.8 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 years ended December 31, 2019, 2018 and 2017, the Company recorded losses of $1.3 million, $1.9 million and $3.1 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 December 31, 2019 and December 31, 2018 (amounts in thousands, except weighted-average useful life):
 
 
Weighted-Average Useful Life
 
December 31, 2019
 
December 31, 2018
Intangible lease assets:
 
 
 
 
 
 
In-place leases and other intangibles, net of accumulated amortization of $748,689 and $703,909, respectively
 
15.9
 
$
854,196

 
$
980,971

Leasing commissions, net of accumulated amortization of $6,027 and $4,048, respectively
 
10.1
 
17,808

 
15,660

Above-market lease assets and deferred lease incentives, net of accumulated amortization of $112,438 and $105,936, respectively
 
16.3
 
165,483

 
201,875

Total intangible lease assets, net
 
 
 
$
1,037,487

 
$
1,198,506

 
 
 
 
 
 
 
Intangible lease liabilities:
 
 
 
 
 
 
Below-market leases, net of accumulated amortization of $99,315 and $89,905, respectively
 
19.1
 
$
143,583

 
$
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 $2.5 million, $4.2 million and $5.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $127.5 million, $139.6 million and $154.2 million for the years ended December 31, 2019, 2018 and 2017, 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 December 31, 2019 (amounts in thousands):
 
 
2020
 
2021
 
2022
 
2023
 
2024
In-place leases and other intangibles:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in amortization expense
 
$
116,812

 
$
108,990

 
$
95,237

 
$
84,843

 
$
74,347

Leasing commissions:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in amortization expense
 
2,361

 
2,203

 
2,102

 
1,827

 
1,612

Above-market lease assets and deferred lease incentives:
 
 
 
 
 
 
 
 
Total projected to be deducted from rental revenue
 
19,301

 
18,876

 
18,064

 
17,120

 
15,749

Below-market lease liabilities:
 
 
 
 
 
 
 
 
 
 
Total projected to be included in rental revenue
 
16,840

 
15,189

 
13,497

 
12,774

 
10,927


Nonmonetary Exchange
During the year ended December 31, 2017, the Company completed a nonmonetary exchange through the simultaneous acquisition of 22 Bob Evans properties and disposition of 15 Red Lobster properties. Pursuant to Nonmonetary Transactions, ASC (Topic 845), the cost of a nonmonetary asset acquired in exchange for another nonmonetary asset is the fair value of the asset surrendered to obtain the acquired nonmonetary asset, and a gain or loss should be recognized on the exchange. The fair value of the asset received should be used to measure the cost if the fair value of the asset received is more reliable than the fair value of the asset surrendered. The Company estimated the fair value of the Bob Evans and Red Lobster properties using valuation techniques consistent with the income approach and concluded that the fair value was $50.1 million. As the fair value of the assets received exceeded the book value of the assets surrendered, the Company recorded a gain of $7.4 million, 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.
Consolidated Joint Ventures
The Company had an interest in one consolidated joint venture that owned one property as of December 31, 2019 and December 31, 2018. As of each of December 31, 2019 and December 31, 2018, the consolidated joint venture had total assets of $32.5 million, 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 $14.3 million and $14.0 million as of December 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
The Company’s investment in unconsolidated joint ventures consisted of interests in the Industrial Partnership and one unconsolidated joint venture as of December 31, 2019 and an interest in one unconsolidated joint venture as of December 31, 2018.
During the year ended December 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 unconsolidated joint ventures had total aggregate debt outstanding of $269.3 million as of December 31, 2019, which is non-recourse to the Company, as discussed in Note 6 – Debt. There was no debt outstanding related to the unconsolidated joint ventures 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 December 31, 2019, December 31, 2018 and for the years ended December 31, 2019, 2018 and 2017 (dollar amounts in thousands):
 
 
 
 
 
 
Carrying Amount of Investment (1)
 
Equity in Income (2)
 
 
 
 
 
 
 
Year Ended
Investment
 
Ownership % (3)
 
Number of Properties
 
December 31, 2019
 
December 31, 2018
 
December 31, 2019
 
December 31, 2018
 
December 31, 2017
Faison JV Bethlehem GA
 
90%
 
1
 
$
40,416

 
$
35,289

 
$
2,364

 
$
1,219

 
$
3,068

Industrial Partnership
 
20%
 
6
 
$
28,409

 
$

 
$
254

 
$

 
$

____________________________________
(1)
The total carrying amount of the investments was greater than the underlying equity in net assets by $4.7 million as of December 31, 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.
(2)
During the years ended December 31, 2018 and December 31, 2017, the Company recognized $0.7 million and $0.2 million, respectively, of equity in income and gain on disposition of unconsolidated entities from the unconsolidated joint venture which disposed of its property during the year ended December 31, 2018.
(3)
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.