Rental Property | 3 Months Ended |
Mar. 31, 2015 |
Rental Property | |
Real Estate | 3. Rental Property |
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The following table summarizes the components of rental property as of March 31, 2015 and December 31, 2014 (in thousands): |
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| | March 31, 2015 | | December 31, 2014 | | | | | | | | | | | | | |
Land | | $ | 202,930 | | $ | 191,238 | | | | | | | | | | | | | |
Buildings, net of accumulated depreciation of $82,836 and $75,116, respectively | | | 1,093,054 | | | 1,042,086 | | | | | | | | | | | | | |
Tenant improvements, net of accumulated depreciation of $22,358 and $20,943, respectively | | | 22,175 | | | 22,619 | | | | | | | | | | | | | |
Building and land improvements, net of accumulated depreciation of $11,912 and $9,730, respectively | | | 55,931 | | | 54,233 | | | | | | | | | | | | | |
Deferred leasing intangibles, net of accumulated amortization of $159,206 and $146,026, respectively | | | 254,155 | | | 247,904 | | | | | | | | | | | | | |
Total rental property, net | | $ | 1,628,245 | | $ | 1,558,080 | | | | | | | | | | | | | |
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Acquisitions |
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The following table summarizes the acquisitions of the Company during the three months ended March 31, 2015: |
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Location of property acquired during the three months ended March 31, 2015 | | Square Feet | | Buildings | | | Purchase Price (in thousands) | | | | | | | | | | | | |
Burlington, NJ(1) | | 503,490 | | 1 | | $ | 34,883 | | | | | | | | | | | | |
Greenville, SC | | 157,500 | | 1 | | | 4,800 | | | | | | | | | | | | |
North Haven, CT | | 824,727 | | 3 | | | 57,400 | | | | | | | | | | | | |
Total | | 1,485,717 | | 5 | | $ | 97,083 | | | | | | | | | | | | |
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| -1 | | The Company also acquired a vacant developable land parcel adjacent to the building. | | | | | | | | | | | | | | | | |
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The following table summarizes the allocation of the consideration paid at the date of acquisition during the three months ended March 31, 2015 for the acquired assets and liabilities in connection with the acquisitions of buildings identified in the table above. |
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| | | | | Weighted Average | | | | | | | | | | | | | | |
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| | Three Months Ended | | Period (years) | | | | | | | | | | | | | | |
Acquired assets and liabilities (dollars in thousands) | | March 31, 2015 | | Lease Intangibles | | | | | | | | | | | | | | |
Land | | $ | 11,692 | | N/A | | | | | | | | | | | | | | |
Buildings | | | 58,686 | | N/A | | | | | | | | | | | | | | |
Tenant improvements | | | 1,048 | | N/A | | | | | | | | | | | | | | |
Building and land improvements | | | 3,132 | | N/A | | | | | | | | | | | | | | |
Deferred leasing intangibles - In-place leases | | | 13,540 | | 5.6 | | | | | | | | | | | | | | |
Deferred leasing intangibles - Tenant relationships | | | 7,595 | | 8.1 | | | | | | | | | | | | | | |
Deferred leasing intangibles - Above market leases | | | 2,133 | | 8.3 | | | | | | | | | | | | | | |
Deferred leasing intangibles - Below market leases | | | -743 | | 7.7 | | | | | | | | | | | | | | |
Total Aggregate purchase price | | $ | 97,083 | | | | | | | | | | | | | | | | |
Less: Mortgage note payable assumed | | | -11,765 | | N/A | | | | | | | | | | | | | | |
Net assets acquired | | $ | 85,318 | | | | | | | | | | | | | | | | |
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On January 22, 2015, the Company acquired a property located in Burlington, NJ. As partial consideration for the property acquired, the Company granted 812,676 Noncontrolling Common Units in the Operating Partnership with a fair value of approximately $21.9 million based on the Company’s New York Stock Exchange (“NYSE”) closing stock price on January 22, 2015. The number of Noncontrolling Common Units granted was calculated based on the trailing 10-day average common stock price ending on the business day that immediately preceded the grant date. The fair value of the shares of the Noncontrolling Common Units granted was calculated based on the closing stock price per the NYSE on the grant date multiplied by the number of Noncontrolling Common Units granted. The issuance of the Noncontrolling Common Units was effected in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act of 1933, as amended. The Company relied on the exemption based on representations given by the holders of the Noncontrolling Common Units. The remaining purchase price of approximately $13.0 million was paid by $1.2 million in cash and the assumption of an $11.8 million mortgage note. The mortgage note was immediately paid in full in conjunction with the acquisition. |
The table below sets forth the results of operations during the three months ended March 31, 2015 for the properties acquired during the three months ended March 31, 2015 included in the Company’s Consolidated Statements of Operations from the date of acquisition: |
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| | For the three months ended | | | | | | | | | | | | | | | | |
Results of operations (in thousands) | | March 31, 2015 | | | | | | | | | | | | | | | | |
Revenue | | $ | 885 | | | | | | | | | | | | | | | | |
Property acquisition costs | | $ | 246 | | | | | | | | | | | | | | | | |
Net loss | | $ | -247 | | | | | | | | | | | | | | | | |
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The following tables set forth pro forma information for the three months ended March 31, 2015 and March 31, 2014, respectively. The below pro forma information does not represent what the actual results of operations of the Company would have been had the acquisitions outlined above occurred on the first day of the applicable reporting period, nor do they predict the results of operations of future periods. The pro forma information has not been adjusted for property sales. |
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| | Three months ended | | | | | | | | | | | | | | | | |
| | March 31, 2015 | | | | | | | | | | | | | | | | |
Pro Forma | | (in thousands, except share data) (1) | | | | | | | | | | | | | | | | |
Total revenue | | $ | 52,483 | | | | | | | | | | | | | | | | |
Net loss | | $ | -1,627 | -2 | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | $ | -4,232 | | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | 64,286,213 | | | | | | | | | | | | | | | | |
Loss per share attributable to common stockholders | | $ | -0.07 | | | | | | | | | | | | | | | | |
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| | Three months ended | | | | | | | | | | | | | | | | |
| | March 31, 2014 | | | | | | | | | | | | | | | | |
Pro Forma | | (in thousands, except share data) (3) | | | | | | | | | | | | | | | | |
Total revenue | | $ | 42,895 | | | | | | | | | | | | | | | | |
Net income | | $ | 113 | -2 | | | | | | | | | | | | | | | |
Net loss attributable to common stockholders | | $ | -2,335 | | | | | | | | | | | | | | | | |
Weighted average shares outstanding | | | 45,139,481 | | | | | | | | | | | | | | | | |
Loss per share attributable to common stockholders | | $ | -0.05 | | | | | | | | | | | | | | | | |
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| -1 | | The pro forma information for the three months ended March 31, 2015 is presented as if the acquisition of the properties acquired during the three months ended March 31, 2015 had occurred at January 1, 2014, the beginning of the reporting period prior to acquisition. | | | | | | | | | | | | | | | | |
| -2 | | The net loss for the three months ended March 31, 2015 excludes $0.2 million of property acquisition costs related to the acquisition of properties that closed during the three months ended March 31, 2015, and the net income for the three months ended March 31, 2014 was adjusted to include these acquisition costs. Net income for the three months ended March 31, 2014 excludes $0.4 million of property acquisition costs related to the acquisition of buildings that closed during the three months ended March 31, 2014. | | | | | | | | | | | | | | | | |
| -3 | | The pro forma information for the three months ended March 31, 2014 is presented as if the acquisition of the properties acquired during the three months ended March 31, 2015 and the properties acquired during the three months ended March 31, 2014 had occurred at January 1, 2014 and January 1, 2013, respectively, the beginning of the reporting period prior to acquisition. | | | | | | | | | | | | | | | | |
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Deferred Leasing Intangibles |
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For all acquisitions of property that are accounted for as a business combination, the Company allocates the purchase price of the property based upon the fair value of the assets and liabilities acquired, which generally consist of land, buildings, tenant improvements, mortgage debt assumed, and deferred leasing intangibles including in‑place leases, above market and below market leases, and tenant relationships. The portion of the purchase price that is allocated to above and below market leases is valued based on the present value of the difference between prevailing market rates and the in‑place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market lease bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases, and the below market lease values are amortized as an increase to rental income over the remaining term plus the terms of bargain renewal options of the respective leases. The purchase price is further allocated to in‑place lease values and tenant relationships based on the Company’s evaluation of the specific characteristics of each tenant’s lease and its overall relationship with the respective tenant. The value of in‑place lease intangibles and tenant relationships, which are included as components of deferred leasing intangibles, are amortized over the remaining lease term (and expected renewal periods of the respective lease for tenant relationships) as adjustments to depreciation and amortization expense. If a tenant terminates its lease, the unamortized portion of above and below market leases, the in‑place lease value and tenant relationships are immediately written off. |
The purchase price allocated to deferred leasing intangible assets are included in rental property on the accompanying Consolidated Balance Sheets and the purchase price allocated to deferred leasing intangible liabilities are included in the deferred leasing intangibles on the accompanying Consolidated Balance Sheets under the liabilities section. |
Deferred leasing intangibles on the accompanying Consolidated Balance Sheets consist of the following (in thousands): |
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| | 31-Mar-15 | | 31-Dec-14 | |
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| | | Gross | | | Amortization | | | Net | | | Gross | | | Amortization | | | Net | |
Other intangible lease assets | | $ | 349,785 | | $ | -133,470 | | $ | 216,315 | | $ | 330,100 | | $ | -120,645 | | $ | 209,455 | |
Above market leases | | | 63,576 | | | -25,736 | | | 37,840 | | | 63,830 | | | -25,381 | | | 38,449 | |
Total assets | | $ | 413,361 | | $ | -159,206 | | $ | 254,155 | | $ | 393,930 | | $ | -146,026 | | $ | 247,904 | |
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Below market leases | | $ | 17,488 | | $ | -7,242 | | $ | 10,246 | | $ | 16,745 | | $ | -6,565 | | $ | 10,180 | |
Total liabilities | | $ | 17,488 | | $ | -7,242 | | $ | 10,246 | | $ | 16,745 | | $ | -6,565 | | $ | 10,180 | |
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The following table sets forth the amortization expense and the net decrease to rental revenue for deferred leasing intangible amortization for the three months ended March 31, 2015 and March 31, 2014, respectively (in millions): |
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| | Three months ended March 31, | | | | | | | | | | | | | |
| | 2015 | | 2014 | | | | | | | | | | | | | |
Net decrease to rental revenue related to above and below market lease amortization | | $ | 2.1 | | $ | 1.5 | | | | | | | | | | | | | |
Other intangible lease assets amortization expense | | $ | 14.3 | | $ | 11.5 | | | | | | | | | | | | | |
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The amortization of deferred leasing intangibles over the next five years is as follows (in thousands): |
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| | | | Net Decrease to Rental | | | | | | | | | | | | | |
| | Amortization of | | Revenue Related to Above and | | | | | | | | | | | | | |
| | Other Intangible | | Below Market Lease | | | | | | | | | | | | | |
| | Lease Assets | | Amortization | | | | | | | | | | | | | |
Remainder of 2015 | | $ | 40,909 | | $ | 6,002 | | | | | | | | | | | | | |
2016 | | $ | 46,997 | | $ | 5,606 | | | | | | | | | | | | | |
2017 | | $ | 37,992 | | $ | 3,941 | | | | | | | | | | | | | |
2018 | | $ | 29,114 | | $ | 2,699 | | | | | | | | | | | | | |
2019 | | $ | 20,604 | | $ | 2,408 | | | | | | | | | | | | | |
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