Annual report pursuant to Section 13 and 15(d)

Real Estate and Intangible Assets (Tables)

v3.8.0.1
Real Estate and Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2017
Real Estate [Abstract]  
Components of Investments in Real Estate
The following table sets forth the components of our investments in real estate as of December 31, 2017 and 2016, respectively, excluding real estate held for sale as of December 31, 2017 and 2016, respectively (dollars in thousands):
 
 
 
December 31, 2017
 
December 31, 2016
Real estate:
 
 
 
 
Land
 
$
121,783

 
$
104,719

Building and improvements
 
708,948

 
662,661

Tenant improvements
 
63,122

 
54,369

Accumulated depreciation
 
(149,417
)
 
(131,661
)
Real estate, net
 
$
744,436

 
$
690,088

Summary of Properties Acquired
During the year ended December 31, 2017 and 2016 we acquired seven and three 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 Debt Issued or Assumed
 
December 31, 2017
(1)
871,038

 
10.1 Years
 
$
132,157

 
$
1,356

(3)
$
15,507

 
$
54,887

(4)
December 31, 2016
(2)
329,620

 
10.5 Years
 
$
66,570

 
$
179

 
$
5,589

 
$
38,800

 

(1)
On June 22, 2017, we acquired a 60,016 square foot property in Conshohocken, Pennsylvania for $15.7 million. We assumed $11.2 million of mortgage debt in connection with this acquisition. The annualized GAAP rent on the 8.5 year lease is $1.7 million. On July 7, 2017, we acquired a 300,000 square foot property in Philadelphia, Pennsylvania for $27.1 million. We issued $14.9 million of mortgage debt with a fixed interest rate of 3.75% in connection with this acquisition. The annualized GAAP rent on the 15.4 year lease is $2.3 million. On July 31, 2017, we acquired a 306,435 square foot three property portfolio located in Maitland, Florida for $51.6 million. We issued $28.8 million of mortgage debt with a fixed interest rate of 3.89% in connection with this acquisition. This portfolio has a weighted average lease term of 8.6 years, and annualized GAAP rent of $6.8 million. On December 1, 2017, we acquired a 102,559 square foot property in Columbus, Ohio for $17.3 million. The annualized GAAP rent on the weighted average 6.9 year leases is $1.7 million. On December 1, 2017, we acquired a 102,028 square foot property in Salt Lake City, Utah for $20.5 million. The annualized GAAP rent on the 10.1 year lease is $3.0 million.
(2)
On May 26, 2016, we acquired a 107,062 square foot property in Salt Lake City, Utah for $17.0 million. We borrowed $9.9 million to fund the acquisition. The annualized GAAP rent on the 6.0 year lease is $1.4 million. On September 12, 2016 we acquired a 119,224 square foot property in Fort Lauderdale, Florida for $23.9 million. We borrowed $14.1 million to fund the acquisition. The annualized GAAP rent on the 9.0 year lease is $2.0 million. On December 14, 2016, we acquired a 103,334 square foot property in King of Prussia, Pennsylvania for $25.7 million, including $0.2 million of acquisition-related costs that were allocated among the identifiable assets acquired. These acquisition-related costs are not included in the aggregated costs in the table above. We borrowed $14.8 million to fund the acquisition. The annualized GAAP rent on the 15.0 year lease is $2.2 million. Our King of Prussia, PA acquisition in the fourth quarter was accounted for as an asset acquisition under ASC 360.
(3)
We adopted ASU 2017-01 during the quarter ended December 31, 2016. As a result, we treated our acquisitions during the year ended December 31, 2017 as asset acquisitions rather than business combinations. As a result of this treatment, we capitalized $1.4 million of acquisition costs that would otherwise have been expensed under business combination treatment.
(4)
We assumed an interest rate swap in connection with $11.2 million of assumed debt on our Conshohocken, Pennsylvania acquisition, pursuant to which we will pay our counterparty a fixed interest rate of 1.80%, and receive a variable interest rate of one month LIBOR from our counterparty. Our total interest rate is fixed at 3.55%. The interest rate swap had a fair value of $0.04 million upon the date of assumption, and subsequently increased in value to $0.3 million at December 31, 2017. 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.

Fair Value of Acquired Assets and Liabilities Assumed
We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the year ended December 31, 2017 and 2016, respectively, as follows (dollars in thousands):

Business Combinations
 
 
 
 
 
 
Year ended December 31, 2017
 
Year ended December 31, 2016
Acquired assets and liabilities
 
Purchase price
 
Purchase price
Land
 
$

 
$
7,125

Building and improvements
 

 
22,934

Tenant Improvements
 

 
3,240

In-place Leases
 

 
3,355

Leasing Costs
 

 
1,437

Customer Relationships
 

 
3,090

Above Market Leases
 

 

Below Market Leases
 

 
(281
)
Total Purchase Price
 
$

 
$
40,900

 
 
 
 
 
Asset Acquisitions
 
 
 
 
 
 
Year ended December 31, 2017
 
Year ended December 31, 2016
Acquired assets and liabilities
 
Purchase price
 
Purchase price
Land
 
$
21,509

 
$
3,681

Building
 
68,617

 
11,682

Tenant Improvements
 
9,977

 
4,057

In-place Leases
 
12,018

 
2,669

Leasing Costs
 
7,066

 
1,987

Customer Relationships
 
10,806

 
1,406

Above Market Leases
 
3,824

 
188

Below Market Leases
 
(2,101
)
 

Discount on Assumed Debt
 
399

 

Fair Value of Interest Rate Swap Assumed
 
42

 

Total Purchase Price
 
$
132,157

 
$
25,670

 
 
 
 
 
Total Purchase Price on all Acquisitions
 
$
132,157

 
$
66,570


Schedule of Revenue and Earnings Recognized on Properties Acquired
Below is a summary of the total revenue and earnings recognized on the two and six asset acquisitions treated as business combinations completed during the years ended December 31, 2016 and 2015 respectively (dollars in thousands):
 
 
 
For the year ended December 31, 2016
 
For the year ended December 31, 2015
Rental Revenue
 
$
1,462

 
$
4,919

Earnings
 
162

 
63

Pro-Forma Condensed Consolidated Statements of Operations
The following table reflects pro-forma consolidated statements of operations as if the business combinations completed in 2016, were completed as of January 1, 2015, and the business combinations completed during 2015, were completed as of January 1, 2014. The pro-forma earnings for the years ended December 31, 2016 and 2015 were adjusted to assume that the acquisition-related costs were incurred as of the beginning of the comparative period (dollars in thousands, except per share amounts):
 
 
 
For the year ended December 31,
 
 
(unaudited)
 
 
2016
 
2015
Operating Data:
 
 
 
 
Total operating revenue
 
$
88,304

 
$
89,720

Total operating expenses
 
(56,697
)

(54,480
)
Other expenses, net
 
(27,429
)
 
(31,014
)
Net income
 
4,178

 
4,226

Dividends attributable to preferred and senior common stock
 
(7,656
)
 
(5,101
)
Net loss attributable to common stockholders
 
$
(3,478
)
 
$
(875
)
Share and Per Share Data:
 
 
 
 
Basic and diluted loss per share of common stock - pro forma
 
$
(0.15
)
 
$
(0.04
)
Basic and diluted loss per share of common stock - actual
 
$
(0.16
)
 
$
(0.07
)
Weighted average shares outstanding-basic and diluted
 
23,193,962

 
21,159,597

Summary of Leased Properties
During the year ended December 31, 2017 and 2016, we executed nine and nine leases, respectively, which are aggregated below (dollars in thousands):


Year Ended
 
Aggregate Square Footage
 
Weighted Average Lease Term
 
Aggregate Annualized GAAP Rent
 
Aggregate Tenant Improvement
 
Aggregate Leasing Commissions
December 31, 2017
 
880,749

 
9.2 Years
(1)
$
6,976

 
$
1,264

 
$
742

December 31, 2016
 
551,335

 
3.9 Years
(2)
$
2,478

 
$
1,244

 
$
436

(1)
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 1 year to 11.3 years.
(2)
Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. Our leases have terms ranging from 1 year to 7.7 years.

Future Operating Lease Payments from Tenants under Non-Cancelable Leases
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, 2017, for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):
 
Year
Tenant Lease Payments
2018
$
98,379

2019
98,805

2020
91,777

2021
83,241

2022
76,481

Thereafter
313,241

 
$
761,924

Carrying Value of Intangible Assets and Accumulated Amortization
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, 2017 and 2016, excluding real estate held for sale as of December 31, 2017 and 2016, respectively (in thousands):
 
 
 
December 31, 2017
 
December 31, 2016
 
 
Lease Intangibles
 
Accumulated Amortization
 
Lease Intangibles
 
Accumulated Amortization
In-place leases
 
$
80,355

 
$
(33,201
)
 
$
71,482

 
$
(28,182
)
Leasing costs
 
55,695

 
(23,016
)
 
48,000

 
(18,599
)
Customer relationships
 
58,892

 
(19,798
)
 
50,252

 
(17,400
)
 
 
$
194,942

 
$
(76,015
)
 
$
169,734

 
$
(64,181
)
 
 
Deferred Rent Receivable/(Liability)
 
Accumulated (Amortization)/Accretion
 
Deferred Rent Receivable/(Liability)
 
Accumulated (Amortization)/Accretion
Above market leases
 
$
14,425

 
$
(7,962
)
 
$
10,479

 
$
(7,296
)
Below market leases and deferred revenue
 
(26,725
)
 
10,475

 
(21,606
)
 
8,959

 
 
$
(12,300
)
 
$
2,513

 
$
(11,127
)
 
$
1,663


Weighted Average Amortization Period for Intangible Assets Acquired and Liabilities Assumed
The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the years ended December 31, 2017 and 2016, respectively, were as follows:
 
Intangible Assets & Liabilities
 
2017
 
2016
In-place leases
 
9.4
 
11.5
Leasing costs
 
9.4
 
11.5
Customer relationships
 
12.8
 
15.8
Above market leases
 
10.0
 
5.2
Below market leases
 
8.4
 
7.9
All intangible assets & liabilities
 
10.2
 
12.5
Estimated Aggregate Amortization Expense
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, 2017 (dollars in thousands):
 
Year
Estimated Amortization Expense
of In-Place Leases, Leasing
Costs and Customer
Relationships
2018
$
19,100

2019
19,086

2020
17,323

2021
14,808

2022
12,561

Thereafter
36,049


$
118,927


Summary of Estimated Aggregate Rental Income
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, 2017 (dollars in thousands):
 
Year
Net Increase to Rental Income
Related to Above and Below
Market Leases
2018
$
1,023

2019
1,023

2020
1,079

2021
1,021

2022
1,180

Thereafter
4,291


$
9,617

(1) Does not include ground lease amortization of $170.