Annual report pursuant to Section 13 and 15(d)

Real Estate and Intangible Assets

v3.19.3.a.u2
Real Estate and Intangible Assets
12 Months Ended
Dec. 31, 2019
Real Estate [Abstract]  
Real Estate and Intangible Assets
Real Estate and Intangible Assets

Real Estate

The following table sets forth the components of our investments in real estate as of December 31, 2019 and 2018, respectively, excluding real estate held for sale as of December 31, 2019 and 2018, respectively (dollars in thousands):
 
 
 
December 31, 2019
 
December 31, 2018
Real estate:
 
 
 
 
Land
 
$
137,532

 
$
125,905

Building and improvements
 
851,245

 
755,584

Tenant improvements
 
68,201

 
65,160

Accumulated depreciation
 
(207,523
)
 
(178,257
)
Real estate, net
 
$
849,455

 
$
768,392


 

Real estate depreciation expense on building and tenant improvements was $32.8 million, $29.9 million, and $26.9 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Acquisitions

During the year ended December 31, 2019 and 2018 we acquired 18 and five properties, respectively, which are summarized below (dollars in thousands):

Year Ended
 
Aggregate Square Footage
 
Weighted Average Lease Term
 
Aggregate Purchase Price
 
Acquisition Costs
 
Aggregate Annualized GAAP Rent
 
Aggregate Mortgage Debt Issued or Assumed
 
December 31, 2019
(1)
2,562,483

 
12.8 Years
 
$
130,313

 
$
1,231

(3)
$
10,009

 
$
37,410

 
December 31, 2018
(2)
591,037

 
11.1 Years
 
$
63,245

 
$
905

(3)
$
5,984

 
$
11,663

(4)

(1)
On February 8, 2019, we acquired a 26,050 square foot property in Moorestown, New Jersey for $2.7 million. The annualized GAAP rent on the 15.1 year lease is $0.2 million. On February 28, 2019, we acquired a 34,800 square foot property in Indianapolis, Indiana for $3.6 million. The annualized GAAP rent on the 10.0 year lease is $0.3 million. On April 5, 2019, we acquired a 383,000 square foot, two property portfolio located in Ocala, Florida for $19.2 million. This portfolio has a weighted average lease term of 20.1 years, and annualized GAAP rent of $1.5 million. On April 30, 2019, we acquired a 54,430 square foot property in Columbus, Ohio for $3.2 million. The annualized GAAP rent on the 7.0 year lease is $0.2 million. On June 18, 2019, we acquired a 676,031 square foot property in Tifton, Georgia, for $17.9 million. The annualized GAAP rent on the 8.5 year lease is $1.6 million. We issued $8.9 million of mortgage debt with a fixed interest rate of 4.35% in connection with this acquisition. On July 30, 2019, we acquired a 78,452 square foot property in Denton, Texas, for $6.6 million. The annualized GAAP rent on the 11.9 year lease is $0.5 million. On September 26, 2019, we acquired a 211,000 square foot two property portfolio in Temple, Texas, for $14.1 million. The portfolio has a weighted average lease term of 20.0 years, and annualized GAAP rent of $1.2 million. On November 14, 2019, we acquired a 231,509 square foot property in Indianapolis, Indiana, for $8.2 million. The annualized GAAP rent on the 13.5 year lease is $0.6 million. On December 16, 2019, we acquired a 241,000 square foot property in Jackson, Tennessee, for $9.1 million. The annualized GAAP rent on the 9.7 year lease is $0.7 million. We issued $4.8 million of mortgage debt with a fixed interest rate of 3.97% in connection with this acquisition. On December 17, 2019, we acquired a 117,000 square foot property in Carrollton, Georgia, for $8.1 million. The annualized GAAP rent on the 12.0 year lease is $0.6 million. We issued $4.2 million of mortgage debt with a fixed interest rate of 3.97% in connection with this acquisition. On December 17, 2019, we acquired a 509,211 square foot six property portfolio, for $37.6 million. The portfolio has a weighted average lease term of 10.0 years, and annualized GAAP rent of $2.7 million. We issued $19.5 million of mortgage debt with a fixed interest rate of 3.75% in connection with this acquisition.
(2)
On March 9, 2018, we acquired a 127,444 square foot property in Vance, Alabama for $14.3 million. The annualized GAAP rent on the 9.8 year lease is $1.1 million. On September 20, 2018, we acquired a 157,810 square foot property in Columbus, Ohio for $8.5 million. We entered into an interest rate swap in connection with our $4.7 million of issued debt on our Columbus, Ohio acquisition resulting in a fixed interest rate of 5.32% on such debt. The annualized GAAP rent on the 15.0 year lease is $0.8 million. On October 30, 2018, we acquired a 218,703 square foot, two property portfolio located in Detroit, Michigan for $21.7 million. We assumed $6.9 million of mortgage debt with a fixed interest rate of 4.63% and issued 742,937 OP Units in connection with this acquisition. This portfolio has a weighted average lease term of 10.5 years, and annualized GAAP rent of $1.7 million. On December 27, 2018, we acquired an 87,080 square foot property in Lake Mary, Florida for $18.7 million. The annualized GAAP rent on the 11.0 year lease is $2.4 million.
(3)
We accounted for these transactions under ASU 2017-01. As a result, we treated our acquisitions during the years ended December 31, 2019 and 2018 as asset acquisitions rather than business combinations. As a result of this treatment, we capitalized $1.2 million and $0.9 million, respectively, of acquisition costs that would otherwise have been expensed under business combination treatment.
(4)
We entered into an interest rate swap in connection with $4.7 million of issued debt on our Columbus, Ohio acquisition, pursuant to which we will pay our counterparty a fixed interest rate of 3.22%, and receive a variable interest rate of one month LIBOR from our counterparty. Our total interest rate on this debt is fixed at 5.32%. We have elected to treat this interest rate swap as a cash flow hedge, and all changes in fair market value will be recorded to accumulated other comprehensive income on the consolidated balance sheets.

We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the year ended December 31, 2019 and 2018, respectively, as follows (dollars in thousands):

 
 
Year ended December 31, 2019
 
Year ended December 31, 2018
Acquired assets and liabilities
 
Purchase price
 
Purchase price
Land
 
$
12,351

 
$
6,278

Building
 
93,502

 
44,754

Tenant Improvements
 
3,119

 
2,400

In-place Leases
 
9,013

 
4,418

Leasing Costs
 
7,274

 
3,933

Customer Relationships
 
5,019

 
2,698

Above Market Leases
 
1,950

 
239

Below Market Leases (1)
 
(1,915
)
 
(1,475
)
Total Purchase Price
 
$
130,313

 
$
63,245


(1)
This amount includes $187 of prepaid rent included in Other liabilities on the consolidated balance sheets.

Significant Real Estate Activity on Existing Assets

During the year ended December 31, 2019 and 2018, we executed six and three leases, respectively, which are aggregated below (dollars in thousands):


Year Ended
 
Aggregate Square Footage
 
Weighted Average Remaining Lease Term
 
Aggregate Annualized GAAP Rent
 
Aggregate Tenant Improvement
 
Aggregate Leasing Commissions
December 31, 2019

266,021

 
9.0 Years
(1)
$
3,739

 
$
2,215

 
$
1,312

December 31, 2018
 
97,178

 
6.3 Years
(2)
$
1,253

 
$
433

 
$
242

(1)
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 5.0 years to 11.5 years.
(2)
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 3.6 years to 7.0 years.

During the year ended December 31, 2019 and 2018, we had three and two lease contractions or terminations, respectively, which are aggregated below (dollars in thousands):

Year Ended
 
Aggregate Square Footage Reduced
 
Aggregate Square Footage Remaining
 
Aggregate Termination Fee
 
Aggregate Deferred Rent Write Off
December 31, 2019
(1)
111,309

 
39,417

 
$
301

 
$

December 31, 2018
(2)
44,032

 
169,133

 
559

 
184

(1)
A tenant in one of our Columbus, Ohio properties exercised a lease termination option effective October 31, 2019. In connection with this termination, we earned a termination fee of $0.1 million, which was recognized through lease revenue on the consolidated statements of operations and comprehensive income. The tenant in our Fridley, Minnesota property executed a termination agreement to vacate the property on March 31, 2020. In connection with the early termination, we will earn a termination fee of $0.2 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the remaining lease term. The tenant in one of our Mason, Ohio properties executed a lease contraction in conjunction with a lease renewal. At the conclusion of their current lease term on June 30, 2020, they will continue to lease 39,417 square feet through June 30, 2030.
(2)
A tenant in our Salt Lake City, Utah property exercised a lease contraction to reduce their occupancy in our building by 23,632 square feet. They will continue to lease 81,271 square feet through their original lease term. In connection with this contraction, we will earn a contraction fee of $0.3 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the contraction term, and we wrote off $0.1 million of deferred rent asset to property operating expenses on the consolidated statements of operations and comprehensive income. A tenant in our Champaign, Illinois property exercised a lease contraction to reduce its occupancy in our building by 20,400 square feet. They will continue to lease 87,862 square feet through their original lease term. In connection with this contraction, we will earn a contraction fee of $0.2 million, which is recognized through lease revenue on the consolidated statements of operations and comprehensive income through the contraction term, and we wrote off $0.1 million of deferred rent asset to property operating expenses on the consolidated statements of operations and comprehensive income. We recorded contraction fees of $0.2 million, in the aggregate, during the year ended December 31, 2018.

Future Lease Payments

Future operating lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses and excluding real estate held for sale as of December 31, 2019, for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):
 
Year
Tenant Lease Payments
2020
$
107,159

2021
101,794

2022
94,252

2023
86,460

2024
77,414

Thereafter
307,591

 
$
774,670



Future minimum lease payments from tenants under non-cancelable leases, excluding tenant reimbursement of expenses and real estate held for sale as of December 31, 2018, for each of the five succeeding fiscal years and thereafter, is as follows (dollars in thousands):

Year
Tenant Lease Payments
2019
$
103,322

2020
97,302

2021
89,057

2022
82,336

2023
74,337

Thereafter
279,424

 
$
725,778


 
In accordance with the lease terms, substantially all operating expenses are required to be paid by the tenant; however, we would be required to pay operating expenses on the respective properties in the event the tenants fail to pay them.

Intangible Assets

The following table summarizes the carrying value of intangible assets, liabilities and the accumulated amortization for each intangible asset and liability class as of December 31, 2019 and 2018, excluding real estate held for sale as of December 31, 2019 and 2018, respectively (dollars in thousands):
 
 
 
December 31, 2019
 
December 31, 2018
 
 
Lease Intangibles
 
Accumulated Amortization
 
Lease Intangibles
 
Accumulated Amortization
In-place leases
 
$
92,906

 
$
(48,468
)
 
$
83,894

 
$
(40,445
)
Leasing costs
 
68,256

 
(33,705
)
 
59,671

 
(28,092
)
Customer relationships
 
65,363

 
(28,887
)
 
60,455

 
(24,035
)
 
 
$
226,525

 
$
(111,060
)
 
$
204,020

 
$
(92,572
)
 
 
Deferred Rent Receivable/(Liability)
 
Accumulated (Amortization)/Accretion
 
Deferred Rent Receivable/(Liability)
 
Accumulated (Amortization)/Accretion
Above market leases
 
$
16,502

 
$
(10,005
)
 
$
14,551

 
$
(8,981
)
Below market leases and deferred revenue
 
(34,322
)
 
15,000

 
(29,807
)
 
12,502

 
 
$
(17,820
)
 
$
4,995

 
$
(15,256
)
 
$
3,521



Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $19.2 million, $17.7 million, and $15.9 million for the years ended December 31, 2019, 2018, and 2017, respectively, and is included in depreciation and amortization expense in the consolidated statement of operations and comprehensive income.

Total amortization related to above-market lease values was $1.1 million, $1.1 million, and $0.7 million for the years ended December 31, 2019, 2018, and 2017, respectively, and is included in lease revenue in the consolidated statement of operations and comprehensive income.

Total amortization related to below-market lease values was $2.5 million, $2.0 million, and $1.5 million for the years ended December 31, 2019, 2018, and 2017, respectively, and is included in lease revenue in the consolidated statement of operations and comprehensive income.

The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the years ended December 31, 2019 and 2018, respectively, were as follows:
 
Intangible Assets & Liabilities
 
2019
 
2018
In-place leases
 
13.6
 
11.7
Leasing costs
 
13.6
 
11.7
Customer relationships
 
19.0
 
19.3
Above market leases
 
10.7
 
10.4
Below market leases
 
10.3
 
12.4
All intangible assets & liabilities
 
15.0
 
13.6


The estimated aggregate amortization expense to be recorded for in-place leases, leasing costs and customer relationships for each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of December 31, 2019 (dollars in thousands):
 
Year
Estimated Amortization Expense
of In-Place Leases, Leasing
Costs and Customer
Relationships
2020
$
20,919

2021
17,920

2022
15,313

2023
13,119

2024
10,949

Thereafter
37,245


$
115,465



The estimated aggregate rental income to be recorded for the amortization of both above and below market leases for each of the five succeeding fiscal years and thereafter is as follows, excluding real estate held for sale as of December 31, 2019 (dollars in thousands):
 
Year
Net Increase to Rental Income
Related to Above and Below
Market Leases
2020
$
2,674

2021
2,218

2022
1,746

2023
1,378

2024
1,411

Thereafter
3,212


$
12,639

(1) Does not include ground lease amortization of $186.