REAL ESTATE HELD FOR INVESTMENT | 9 Months Ended |
Sep. 30, 2013 |
Real Estate Held for Investment [Abstract] | ' |
REAL ESTATE HELD FOR INVESTMENT | ' |
REAL ESTATE HELD FOR INVESTMENT |
As of September 30, 2013, the Company’s portfolio of real estate held for investment, including the GKK Properties, was composed of approximately 10.6 million rentable square feet and was 85% occupied. These properties are located in 30 states and include office properties, industrial properties and bank branch properties. Included in the Company’s portfolio of real estate held for investment was 6.6 million rentable square feet related to the GKK Properties held for investment, which were 82% occupied as of September 30, 2013. In addition to the properties discussed in the preceding sentences, the Company owned one industrial property and seven GKK Properties encompassing approximately 0.8 million rentable square feet that were held for non-sale disposition as of September 30, 2013, see “—Real Estate Held for Non-Sale Disposition” below. |
The following table summarizes the Company’s investments in real estate as of September 30, 2013 and December 31, 2012 (in thousands), including real estate held for non-sale disposition: |
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| | Land | | Buildings and | | Tenant | | Total Real Estate | | | | | | |
Improvements | Origination and | Held for | | | | | | |
| Absorption Costs | Investment | | | | | | |
As of September 30, 2013: | | | | | | | | | | | | | | |
Office | | $ | 82,880 | | | $ | 473,194 | | | $ | 10,357 | | | $ | 566,431 | | | | | | | |
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Industrial | | 22,154 | | | 102,757 | | | 5,219 | | | 130,130 | | | | | | | |
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GKK Properties | | 204,074 | | | 445,427 | | | 97,002 | | | 746,503 | | | | | | | |
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Real estate held for investment, at cost and net of impairment charges (1) | | $ | 309,108 | | | $ | 1,021,378 | | | $ | 112,578 | | | $ | 1,443,064 | | | | | | | |
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Accumulated depreciation/amortization | | — | | | (132,517 | ) | | (39,718 | ) | | (172,235 | ) | | | | | | |
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Real estate held for investment, net | | $ | 309,108 | | | $ | 888,861 | | | $ | 72,860 | | | $ | 1,270,829 | | | | | | | |
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As of December 31, 2012: | | | | | | | | | | | | | | |
Office | | $ | 88,389 | | | $ | 506,492 | | | $ | 19,241 | | | $ | 614,122 | | | | | | | |
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Industrial | | 24,194 | | | 109,695 | | | 5,261 | | | 139,150 | | | | | | | |
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GKK Properties | | 204,105 | | | 445,534 | | | 102,122 | | | 751,761 | | | | | | | |
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Real estate held for investment, at cost and net of impairment charges | | $ | 316,688 | | | $ | 1,061,721 | | | $ | 126,624 | | | $ | 1,505,033 | | | | | | | |
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Accumulated depreciation/amortization | | — | | | (124,057 | ) | | (39,064 | ) | | (163,121 | ) | | | | | | |
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Real estate held for investment, net | | $ | 316,688 | | | $ | 937,664 | | | $ | 87,560 | | | $ | 1,341,912 | | | | | | | |
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(1) See “—Impairment of Real Estate.” |
Operating Leases |
The Company’s real estate assets are leased to tenants under operating leases for which the terms and expirations vary. As of September 30, 2013, the Company’s leases, excluding options to extend and leases on properties held for non-sale disposition, had remaining terms of up to 13.4 years with a weighted-average remaining term of 5.6 years. As of September 30, 2013, leases related to the GKK Properties, excluding options to extend and leases on properties held for non-sale disposition, had remaining terms of up to 13.4 years with a weighted-average remaining term of 6.0 years. Some of the leases have provisions to extend the term of the leases, options for early termination for all or a part of the leased premises after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other terms and conditions as negotiated. Additionally, the Company assumed several leases related to the GKK Properties which contain shedding rights provisions. As of September 30, 2013, these shedding rights totaled approximately 0.3 million square feet and can be exercised at various dates during the remainder of 2013 through 2016. As of September 30, 2013, the Company has already been notified that 33,000 square feet will be shed during the remainder of 2013, pursuant to these provisions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from the tenant in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective lease and the creditworthiness of the tenant, but generally is not a significant amount. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets and totaled $3.6 million and $3.6 million as of September 30, 2013 and December 31, 2012, respectively. |
During the nine months ended September 30, 2013 and 2012, the Company recognized deferred rent from tenants of $3.7 million and $3.8 million, respectively. These excess amounts for the nine months ended September 30, 2013 and 2012 were net of $0.8 million and $0.3 million of lease incentive amortization, respectively. As of September 30, 2013 and December 31, 2012, the cumulative deferred rent balance was $29.8 million and $22.1 million, respectively, and is included in rents and other receivables on the accompanying balance sheets. The cumulative deferred rent balance included $7.5 million and $5.0 million of unamortized lease incentives as of September 30, 2013 and December 31, 2012, respectively. The Company records property operating expense reimbursements due from tenants for common area maintenance, real estate taxes and other recoverable costs in the period the related expenses are incurred. |
The future minimum rental income from the Company’s properties under non-cancelable operating leases, including leases subject to shedding rights, and excluding options to extend and leases on properties held for non-sale disposition, as of September 30, 2013 for the years ending December 31 is as follows (in thousands): |
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October 1, 2013 through December 31, 2013 | $ | 34,003 | | | | | | | | | | | | | | | | | | | | |
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2014 | 130,701 | | | | | | | | | | | | | | | | | | | | |
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2015 | 121,440 | | | | | | | | | | | | | | | | | | | | |
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2016 | 114,594 | | | | | | | | | | | | | | | | | | | | |
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2017 | 101,456 | | | | | | | | | | | | | | | | | | | | |
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Thereafter | 323,050 | | | | | | | | | | | | | | | | | | | | |
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| $ | 825,244 | | | | | | | | | | | | | | | | | | | | |
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As of September 30, 2013, the Company’s highest tenant industry concentration (greater than 10% of annualized base rent), excluding properties held for non-sale disposition, was as follows: |
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Industry | | Number of | | Annualized | | Percentage of | | | | | | | | | | | | | |
Tenants (1) | Base Rent (1) (2) | Annualized Base Rent (1) | | | | | | | | | | | | | |
| (in thousands) | | | | | | | | | | | | | | |
Finance | | 68 | | $ | 63,051 | | | 44.7 | % | | | | | | | | | | | | | |
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(1) Excludes properties held for non-sale disposition. |
(2) Annualized base rent represents annualized contractual base rental income as of September 30, 2013, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. |
As of September 30, 2013, no other tenant industries accounted for more than 10% of the Company’s annualized base rent. Excluding properties held for non-sale disposition, the Company currently has approximately 400 tenants over a diverse range of industries and geographical regions. As of September 30, 2013, the Company had a bad debt expense reserve of $5.6 million, which represents approximately 4% of its annualized base rent. The Company’s bad debt expense reserve included $5.6 million related to the GKK Properties. During the nine months ended September 30, 2013, the Company recorded bad debt expense related to its tenant receivables of $0.8 million. During the nine months ended September 30, 2012, the Company reduced its bad debt expense reserve and recorded a net recovery of bad debt expense related to its tenant receivables of $0.1 million. |
As of September 30, 2013, the Company had a concentration of credit risk related to leases, excluding properties held for non-sale disposition, with the following tenant that represented more than 10% of the Company’s annualized base rent: |
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| | | | | | | | Annualized Base Rent Statistics | | |
Tenant | | Property | | Tenant | | Rentable Square Feet | | % of | | Annualized Base Rent (2) | | % of Portfolio Annualized Base Rent (1) | | Annualized Base Rent per Square Foot | | Lease Expirations |
Industry | Portfolio Rentable Square Feet (1) | (in thousands) |
Bank of America, N.A. | | Various | | Finance | | 3,276,525 | | 31 | % | | $ | 28,821 | | | 20.4 | % | | $ | 8.8 | | | (3) |
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(1) Excludes properties held for non-sale disposition. |
(2) Annualized base rent represents annualized contractual base rental income as of September 30, 2013, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term. |
(3) As of September 30, 2013, lease expiration dates ranged from the remainder of 2013 through 2026 with a weighted-average remaining term of 6.5 years. Additionally, as of September 30, 2013, some of Bank of America’s leases contained shedding rights provisions. These shedding rights totaled approximately 0.3 million square feet and can be exercised at various dates during the remainder of 2013 to 2016. The Company has already been notified that 33,000 square feet will be shed during the remainder of 2013, pursuant to these provisions. |
Bank of America Corporation is the guarantor of various leases that its subsidiary, Bank of America, N.A., has with the Company. The condensed consolidated financial information of Bank of America Corporation has been included herein because of the significant credit concentration the Company has with this guarantor. Bank of America Corporation currently files its financial statements in reports filed with the SEC, and the following unaudited summary financial data regarding Bank of America Corporation is taken from its previously filed public reports. For more detailed financial information regarding Bank of America Corporation, please refer to its financial statements, which are publicly available with the SEC at http:// www.sec.gov. |
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| Three Months Ended September 30, | | Nine Months Ended September 30, | | | | | | | |
| 2013 | | 2012 | | 2013 | | 2012 | | | | | | | |
Consolidated Statements of Income (in millions) | | | | | | | | | | | | | | |
Total revenue, net of interest expense | $ | 21,530 | | | $ | 20,428 | | | $ | 67,454 | | | $ | 64,674 | | | | | | | | |
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Income before income taxes | 4,845 | | | 1,110 | | | 12,327 | | | 4,976 | | | | | | | | |
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Net income | 2,497 | | | 340 | | | 7,992 | | | 3,456 | | | | | | | | |
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| As of | | | | | | | | | | | |
| 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | | |
Consolidated Balance Sheets (in millions) | | | | | | | | | | | | | | |
Total assets | $ | 2,126,653 | | | $ | 2,209,974 | | | | | | | | | | | | |
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Total liabilities | 1,894,371 | | | 1,973,018 | | | | | | | | | | | | |
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Total shareholders’ equity | 232,282 | | | 236,956 | | | | | | | | | | | | |
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Geographic Concentration Risk |
As of September 30, 2013, the Company’s net investments in real estate in North Carolina, excluding properties held for non-sale disposition, represented 11.3% of the Company’s total assets. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in North Carolina’s real estate market. Any adverse economic or real estate developments in this market, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results. |
Impairment of Real Estate |
Due to changes in cash flow estimates, the Company has recognized non-cash impairment charges to write-down the carrying value of certain of its real estate investments to their estimated fair values. During the three and nine months ended September 30, 2013, the Company recorded impairment charges of $1.8 million with respect to one GKK Property and $31.4 million with respect to six properties (including two GKK Properties and one historical property held for non-sale disposition), respectively. Included in Company’s impairment charges during the nine months ended September 30, 2013 was a $19.5 million impairment charge to reduce the carrying value of the Company’s investment in Tysons Dulles Plaza, an office property located in McLean, Virginia, to its estimated fair value. The Company revised its cash flow projections for Tysons Dulles Plaza primarily because of a decrease in demand in the Washington D.C. office rental market, resulting in lower projected revenues, and higher projected capital costs for tenant improvements and general building upgrades needed to attract additional tenants. The Company also revised its projections to address various deferred maintenance issues and other building system upgrades and replacements. See Note 7, “Real Estate Held for Sale and Discontinued Operations,” for information regarding impairments of assets related to real estate held for sale. |
Real Estate Held for Non-Sale Disposition |
As of September 30, 2013, the Company owned one industrial property and seven GKK Properties that were held for non-sale disposition. These properties were security for the Bridgeway Technology Center Mortgage Loan, BOA Windsor Mortgage Portfolio Loan, the 801 Market Street Mortgage Loan and the Jenkins Court Mortgage Loan (each defined below), each of which was in default as of September 30, 2013. In the event the Company relinquishes the assets that are security for these loans to the respective lenders, the Company would record a gain on extinguishment of debt equal to the difference between the carrying amount of the debt and the carrying amount of the collateral. For information with respect to the maturity defaults, rights of the lenders and subsequent developments, see Note 9, “Notes Payable”. The following table summarizes the revenue and expenses related to properties held for non-sale disposition (in thousands): |
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| Three Months Ended September 30, | | Nine Months Ended September 30, | | | | | | | |
| 2013 | | 2012 | | 2013 | | 2012 | | | | | | | |
Revenues related to real estate held for non-sale disposition | | | | | | | | | | | | | | |
Total revenues | $ | 3,343 | | | $ | 3,326 | | | $ | 10,394 | | | $ | 10,316 | | | | | | | | |
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Expenses related to real estate held for non-sale disposition | | | | | | | | | | | | | | |
Operating expenses | 4,050 | | | 3,061 | | | 11,669 | | | 8,606 | | | | | | | | |
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Impairment charge | — | | | 1,612 | | | 6,614 | | | 1,612 | | | | | | | | |
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Depreciation and amortization | 712 | | | 1,361 | | | 2,136 | | | 4,577 | | | | | | | | |
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Total expenses related to real estate held for non-sale disposition | 4,762 | | | 6,034 | | | 20,419 | | | 14,795 | | | | | | | | |
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Net loss related to real estate held for non-sale disposition | $ | (1,419 | ) | | $ | (2,708 | ) | | $ | (10,025 | ) | | $ | (4,479 | ) | | | | | | | |
The following table summarizes the assets and liabilities related to properties held for non-sale disposition as of September 30, 2013 and December 31, 2012 (in thousands): |
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| 30-Sep-13 | | 31-Dec-12 | | | | | | | | | | | | | | | |
Assets related to real estate held for non-sale disposition | | | | | | | | | | | | | | | | | | |
Total real estate, at cost and net of impairment charges | $ | 62,213 | | | $ | 71,321 | | | | | | | | | | | | | | | | |
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Accumulated depreciation and amortization | (4,937 | ) | | (5,627 | ) | | | | | | | | | | | | | | | |
Real estate held for non-sale disposition, net | 57,276 | | | 65,694 | | | | | | | | | | | | | | | | |
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Restricted cash | 10,752 | | | 7,033 | | | | | | | | | | | | | | | | |
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Above-market leases, net | 546 | | | 725 | | | | | | | | | | | | | | | | |
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Other assets | 4,293 | | | 3,887 | | | | | | | | | | | | | | | | |
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Total assets | $ | 72,867 | | | $ | 77,339 | | | | | | | | | | | | | | | | |
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Liabilities related to real estate held for non-sale disposition | | | | | | | | | | | | | | | | | | |
Notes payable | 79,273 | | | 79,319 | | | | | | | | | | | | | | | | |
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Accounts payable and accrued liabilities | 7,870 | | | 2,523 | | | | | | | | | | | | | | | | |
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Below-market leases, net | 673 | | | 809 | | | | | | | | | | | | | | | | |
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Other liabilities | 697 | | | 642 | | | | | | | | | | | | | | | | |
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Total liabilities | $ | 88,513 | | | $ | 83,293 | | | | | | | | | | | | | | | | |
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