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 September 30, 2017 and December 31, 2016 excluding real estate held for sale as of December 31, 2016 (dollars in thousands): September 30, 2017 December 31, 2016 Real estate: Land $ 117,441 $ 104,719 Building and improvements 703,644 662,661 Tenant improvements 59,529 54,369 Accumulated depreciation (146,229 ) (131,661 ) Real estate, net $ 734,385 $ 690,088 Real estate depreciation expense on building and tenant improvements was $ 6.9 million and $19.8 million for the three and nine months ended September 30, 2017 , respectively, and $ 6.1 million and $17.9 million for the three and nine months ended September 30, 2016 , respectively. Acquisitions Acquisitions during the nine months ended September 30, 2016 were accounted for as business combinations in accordance with Accounting Standards Codification (“ASC”) 805 “Business Combinations” (“ASC 805”), as there was a prior leasing history on the property. The fair value of all assets acquired and liabilities assumed were determined in accordance with ASC 805, and all acquisition-related costs were expensed as incurred. Commencing in the fourth quarter of 2016, we early adopted Accounting Standards Update (“ASU”) 2017-01, “Clarifying the Definition of a Business” (“ASU 2017-01”), which narrows the scope of transactions that would be accounted under ASC 805. Under ASU 2017-01, if substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the grouping is not a business, and rather an asset acquisition. Beginning in the fourth quarter 2016, acquisitions have been deemed an asset acquisition when evaluated under the new guidance, and all acquisition-related costs have been capitalized. We acquired five properties during the nine months ended September 30, 2017 , and two properties during the nine months ended September 30, 2016 , which are summarized below (dollars in thousands): Nine Months Ended Square Footage Lease Term Purchase Price Acquisition Expenses Annualized GAAP Rent Debt Issued or Assumed September 30, 2017 (1) 666,451 10.7 Years $ 94,421 $ 1,171 (3) $ 10,776 $ 54,887 (4) September 30, 2016 (2) 226,286 7.8 Years $ 40,900 $ 179 $ 3,367 $ 24,000 (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 . (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 . (3) We early adopted ASU 2017-01. As a result, we treated our acquisitions during the nine months ended September 30, 2017 as asset acquisitions rather than business combinations. As a result of this treatment, we capitalized $1.2 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, in 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 interest expense exposure 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 $0.2 million at September 30, 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 condensed consolidated balance sheets. We determined the fair value of assets acquired and liabilities assumed related to the properties acquired during the nine months ended September 30, 2017 and 2016 as follows (dollars in thousands): Business Combinations Nine months ended September 30, 2017 Nine months ended September 30, 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 Nine months ended September 30, 2017 Nine months ended September 30, 2016 Acquired assets and liabilities Purchase price Purchase price Land $ 15,137 $ — Building 51,186 — Tenant Improvements 6,060 — In-place Leases 9,516 — Leasing Costs 5,083 — Customer Relationships 6,851 — Above Market Leases 1,916 — Below Market Leases (1,769 ) — Discount on Assumed Debt 399 — Fair Value of Interest Rate Swap Assumed 42 — Total Purchase Price $ 94,421 $ — Total Purchase Price on all Acquisitions $ 94,421 $ 40,900 Below is a summary of the total revenue and loss recognized on the two acquisitions treated as business combinations completed during the nine months ended September 30, 2016 (dollars in thousands): For the three months ended September 30, For the nine months ended September 30, 2016 2016 Rental Revenue $ 464 $ 603 (Loss) (82 ) (203 ) Pro Forma 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. The pro-forma earnings for the three and nine months ended September 30, 2016 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 three months ended September 30, For the nine months ended September 30, 2016 (1) (unaudited) Operating Data: Total operating revenue $ 22,012 $ 66,406 Total operating expenses (15,205 ) (42,968 ) Other expenses, net (6,612 ) (21,453 ) Net income 195 1,985 Dividends attributable to preferred and senior common stock (2,256 ) (5,050 ) Net loss attributable to common stockholders $ (2,061 ) $ (3,065 ) Share and Per Share Data: Basic and diluted loss per share of common stock - pro forma $ (0.09 ) $ (0.13 ) Basic and diluted loss per share of common stock - actual $ (0.10 ) $ (0.15 ) Weighted average shares outstanding-basic and diluted 23,509,054 22,915,086 (1) Pro-forma results for the three and nine months ended September 30, 2017 are identical to actual results on the condensed consolidated statement of operations and other comprehensive income (loss) because we did not complete an acquisition that was accounted for as a business combination during the three and nine months ended September 30, 2017 , pursuant to our early adoption of ASU 2017-01. Significant Real Estate Activity on Existing Assets During the nine months ended September 30, 2017 and 2016 , we executed six and seven lease extensions and/or modifications, or new leases, respectively, which are aggregated below (dollars in thousands): Nine Months Ended Aggregate Square Footage Weighted Average Lease Term Aggregate Annualized GAAP Rent Aggregate Tenant Improvement Aggregate Leasing Commissions September 30, 2017 577,471 8.9 years (1) 4,062 1,181 475 September 30, 2016 460,017 2.8 years (2) 1,475 333 221 (1) Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. These leases have terms ranging from 1.0 year to 11.3 years . (2) Weighted average lease term is weighted according to the annualized GAAP rent earned by each lease. These leases have terms ranging from 1.0 year to 7.3 years . 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 September 30, 2017 and December 31, 2016 , excluding real estate held for sale as of December 31, 2016 (dollars in thousands): September 30, 2017 December 31, 2016 Lease Intangibles Accumulated Amortization Lease Intangibles Accumulated Amortization In-place leases $ 78,975 $ (32,140 ) $ 71,482 $ (28,182 ) Leasing costs 53,706 (21,889 ) 48,000 (18,599 ) Customer relationships 55,847 (19,289 ) 50,252 (17,400 ) $ 188,528 $ (73,318 ) $ 169,734 $ (64,181 ) Deferred Rent Receivable/(Liability) Accumulated (Amortization)/Accretion Deferred Rent Receivable/(Liability) Accumulated (Amortization)/Accretion Above market leases $ 12,517 $ (7,726 ) $ 10,479 $ (7,296 ) Below market leases and deferred revenue (25,576 ) 10,022 (21,606 ) 8,959 $ (13,059 ) $ 2,296 $ (11,127 ) $ 1,663 Total amortization expense related to in-place leases, leasing costs and customer relationship lease intangible assets was $ 3.9 million and $10.9 million for the three and nine months ended September 30, 2017 , respectively, and $ 3.4 million and $9.9 million for the three and nine months ended September 30, 2016 , respectively, and is included in depreciation and amortization expense in the condensed consolidated statements of operations and other comprehensive income (loss). Total amortization related to above-market lease values was $ 0.2 million and $0.4 million for the three and nine months ended September 30, 2017 , respectively, and $0.1 million and $0.4 million for the three and nine months ended September 30, 2016 , respectively, and is included in rental revenue in the condensed consolidated statements of operations and other comprehensive income (loss). Total amortization related to below-market lease values was $ 0.4 million and $1.1 million for the three and nine months ended September 30, 2017 , respectively, and $ 0.3 million and $0.7 million for the three and nine months ended September 30, 2016 , respectively, and is included in rental revenue in the condensed consolidated statements of operations and other comprehensive income (loss). The weighted average amortization periods in years for the intangible assets acquired and liabilities assumed during the nine months ended September 30, 2017 and 2016 were as follows: Intangible Assets & Liabilities 2017 2016 In-place leases 9.7 7.9 Leasing costs 9.7 7.9 Customer relationships 12.7 12.2 Above market leases 10.2 0.0 Below market leases 9.4 7.9 All intangible assets & liabilities 10.4 9.0 |