Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 27, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | Select Income REIT | |
Entity Central Index Key | 1537667 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -19 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 88,420,590 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Real estate properties: | ||
Land | $1,022,195 | $756,160 |
Buildings and improvements | 2,972,543 | 1,110,683 |
Real estate properties, gross | 3,994,738 | 1,866,843 |
Accumulated depreciation | -109,254 | -94,333 |
Real estate properties, net | 3,885,484 | 1,772,510 |
Acquired real estate leases, net | 514,161 | 120,700 |
Cash and cash equivalents | 33,915 | 13,504 |
Restricted cash | 1,496 | 42 |
Rents receivable, including straight line rents of $70,721 and $64,894, respectively, net of allowance for doubtful accounts of $1,779 and $1,664, respectively | 79,441 | 68,385 |
Deferred leasing costs, net | 6,119 | 6,196 |
Deferred financing costs, net | 21,694 | 3,416 |
Other assets | 15,617 | 8,478 |
Total assets | 4,557,927 | 1,993,231 |
LIABILITIES, NONCONTROLLING INTEREST AND SHAREHOLDERS’ EQUITY | ||
Revolving credit facility | 141,000 | 77,000 |
Term loan | 350,000 | 350,000 |
Senior unsecured notes, net | 1,434,034 | |
Mortgage notes payable, net | 287,326 | 18,816 |
Accounts payable and accrued expenses | 46,756 | 18,869 |
Assumed real estate lease obligations, net | 92,105 | 26,475 |
Rents collected in advance | 15,727 | 9,688 |
Security deposits | 11,335 | 10,348 |
Due to related persons | 12,260 | 1,588 |
Total liabilities | 2,390,543 | 512,784 |
Commitments and contingencies | ||
Noncontrolling interest | 3,388 | |
Shareholders' equity: | ||
Common shares of beneficial interest, $.01 par value: 125,000,000 shares authorized; 88,412,787 and 59,959,750 shares issued and outstanding, respectively | 884 | 600 |
Additional paid in capital | 2,157,796 | 1,441,036 |
Cumulative net income | 254,215 | 250,238 |
Cumulative other comprehensive income (loss) | 240 | -23 |
Cumulative common distributions | -249,139 | -211,404 |
Total shareholders' equity | 2,163,996 | 1,480,447 |
Total liabilities, noncontrolling interest and shareholders' equity, Total | $4,557,927 | $1,993,231 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Rents receivable, including straight line rents (in dollars) | $70,721 | $64,894 |
Rents receivable, allowance for doubtful accounts (in dollars) | $1,779 | $1,664 |
Common shares, par value (in dollars per share) | $0.01 | $0.01 |
Common shares, shares authorized | 125,000,000 | 125,000,000 |
Common shares, shares issued | 88,412,787 | 59,959,750 |
Common shares, shares outstanding | 88,412,787 | 59,959,750 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Revenues: | ||
Rental income | $80,478 | $45,063 |
Tenant reimbursements and other income | 13,937 | 7,965 |
Total revenues | 94,415 | 53,028 |
Expenses: | ||
Real estate taxes | 8,357 | 5,452 |
Other operating expenses | 9,007 | 4,527 |
Depreciation and amortization | 24,719 | 9,294 |
Acquisition related costs | 20,539 | 238 |
General and administrative | 6,792 | 5,176 |
Total expenses | 69,414 | 24,687 |
Operating income | 25,001 | 28,341 |
Interest expense (including amortization of debt premiums and discounts and deferred financing fees of $1,171 and $405, respectively) | -14,179 | -3,358 |
(Loss) gain on early extinguishment of debt | -6,845 | 243 |
Income before income tax expense and equity in earnings (loss) of an investee | 3,977 | 25,226 |
Income tax expense | -31 | -71 |
Equity in earnings (loss) of an investee | 72 | -97 |
Net income | 4,018 | 25,058 |
Net income allocated to noncontrolling interest | -41 | |
Net income attributed to SIR | 3,977 | 25,058 |
Other comprehensive income: | ||
Unrealized gain on interest rate swap | 218 | |
Equity in unrealized gain (loss) of an investee | 45 | 19 |
Other comprehensive income | 263 | 19 |
Comprehensive income | 4,281 | 25,077 |
Comprehensive income allocated to noncontrolling interest | -41 | |
Comprehensive income attributed to SIR | $4,240 | $25,077 |
Weighted average common shares outstanding, basic (in shares) | 79,489 | 49,822 |
Weighted average common shares outstanding, diluted (in shares) | 79,498 | 49,930 |
Basic and diluted net income attributed to SIR per common share (in dollars per share) | $0.05 | $0.50 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | ||
Interest Expense, (including amortization of debt premiums and discounts and deferred financing fees) | $1,171 | $405 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $4,018 | $25,058 |
Adjustments to reconcile net income to cash provided by operating activities | ||
Depreciation | 14,940 | 5,895 |
Net amortization of debt premiums and discounts and deferred financing fees | 1,171 | 405 |
Amortization of acquired real estate leases and assumed real estate obligations | 8,754 | 3,169 |
Amortization of deferred leasing costs | 239 | 228 |
Provision for losses on rents receivable | 99 | 171 |
Straight line rental income | -5,827 | -3,462 |
Loss (gain) on early extinguishment of debt | 6,845 | -243 |
Other non-cash expenses | 627 | 2,399 |
Equity in (earnings) loss of an investee | -72 | 97 |
Change in assets and liabilities: | ||
Restricted cash | -309 | |
Rents receivable | -974 | 164 |
Deferred leasing costs | -204 | -345 |
Other assets | -4,772 | -3,152 |
Accounts payable and accrued expenses | 8,359 | 223 |
Rents collected in advance | -4,155 | 1,428 |
Security deposits | -74 | -640 |
Due to related persons | 10,565 | -99 |
Cash provided by operating activities | 39,230 | 31,296 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Real estate acquisitions | -1,962,016 | -2,000 |
Real estate improvements | -19 | -519 |
Proceeds from sale of properties | 509,045 | |
Cash used in investing activities | -1,452,990 | -2,519 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of senior unsecured notes, net | 1,433,694 | |
Proceeds from borrowings | 1,550,000 | 195,000 |
Payments of borrowings | -1,486,064 | -16,561 |
Deferred financing fees | -25,654 | |
Distributions to common shareholders | -37,735 | -22,922 |
Distributions to noncontrolling interest | 70 | |
Cash provided by financing activities | 1,434,171 | 155,517 |
Increase in cash and cash equivalents | 20,411 | 184,294 |
Cash and cash equivalents at beginning of period | 13,504 | 20,025 |
Cash and cash equivalents at end of period | 33,915 | 204,319 |
SUPPLEMENTAL DISCLOSURE: | ||
Interest paid | 3,601 | 2,952 |
Income taxes paid | -250 | -75 |
Non-cash investing activities: | ||
Real estate acquired by issuance of shares | -716,666 | |
Real estate acquired by assumption of mortgage notes payable | -297,698 | |
Real estate sold by assumption of mortgage notes payable | 29,955 | |
Working capital assumed | -23,433 | |
Non-cash financing activities: | ||
Assumption of mortgage notes payable | 297,698 | |
Issuance of SIR common shares | $716,666 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2015 | |
Basis of Presentation | |
Basis of Presentation | Note 1. Basis of Presentation |
The accompanying condensed consolidated financial statements of Select Income REIT and its subsidiaries, or SIR, we, us or our, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2014, or our Annual Report. In the opinion of our management, all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation, have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. | |
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets and the assessments of the carrying values and impairments of long lived assets. | |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2015 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 2. Recent Accounting Pronouncements |
In April 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This update amends the criteria for reporting discontinued operations to, among other things, raise the threshold for disposals to qualify as discontinued operations. This update will reduce the number of any future property dispositions we make to be presented as discontinued operations in our condensed consolidated financial statements. We adopted this update on January 1, 2015. | |
In February 2015, the FASB issued ASU No. 2015-02, Consolidation. This update changes among other things, how an entity determines the primary beneficiary of a variable interest entity. This update is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The implementation of this update is not expected to cause any significant changes to our condensed consolidated financial statements. | |
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. This update is effective for interim and annual reporting periods beginning after December 15, 2015 and requires retrospective application. The implementation of this update is not expected to cause any material changes to our condensed consolidated financial statements other than the reclassification of debt issuance costs from assets to liabilities on our condensed consolidated balance sheets. As of March 31, 2015 and December 31, 2014, $21,694 and $3,416, respectively, would be reclassified from assets to liabilities on our condensed consolidated balance sheets. | |
Real_Estate_Properties
Real Estate Properties | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate Properties | ||||||||
Real Estate Properties | Note 3. Real Estate Properties | |||||||
As of March 31, 2015, we owned 115 properties (354 buildings, leasable land parcels and easements) with approximately 43,815,000 rentable square feet. | ||||||||
On January 29, 2015, we completed our acquisition of Cole Corporate Income Trust, Inc., a Maryland corporation, or CCIT, pursuant to the Agreement and Plan of Merger, dated as of August 30, 2014, as amended, or the Merger Agreement, by and among us, SC Merger Sub LLC, a Maryland limited liability company and our wholly owned subsidiary, or SIR Merger Sub, and CCIT. At the effective time on January 29, 2015, CCIT merged with and into SIR Merger Sub, and the separate corporate existence of CCIT ceased, with SIR Merger Sub surviving as our wholly owned subsidiary, or the CCIT Merger. | ||||||||
At the effective time of the CCIT Merger, we acquired CCIT’s full property portfolio which included 64 office and industrial net leased properties, or the 64 CCIT Properties, as well as 23 healthcare properties which we sold concurrently to Senior Housing Properties Trust, or SNH. The total consideration for our acquisition of CCIT’s full portfolio was $2,998,128, including the assumption of $297,698 of mortgage debt principal (of which $29,955 was assumed by SNH in the sale of the healthcare properties) and excluding acquisition related costs. Pursuant to the terms of the Merger Agreement, we paid $1,245,321 in cash and issued 28,439,111 of our common shares to former holders of CCIT common stock at a value of $25.20 per share, or $716,666. The following tables summarize the total consideration, the preliminary estimated fair values of the assets acquired and liabilities assumed in the CCIT Merger, based on our current best estimates, and the net purchase price after the completion of the sale of 23 healthcare properties to SNH: | ||||||||
Total Purchase Price (excluding acquisition costs): | ||||||||
Aggregate share consideration | $ | 716,666 | ||||||
Assumed working capital | 6,310 | |||||||
Assumed mortgage principal | 297,698 | |||||||
Noncash portion of purchase price | 1,020,674 | |||||||
Cash consideration paid to former holders of CCIT common stock | 1,245,321 | |||||||
CCIT shareholders distribution and debt repaid at closing | 732,133 | |||||||
Cash portion of purchase price | 1,977,454 | |||||||
Gross purchase price | $ | 2,998,128 | ||||||
Preliminary Purchase Price Allocation: | ||||||||
Land | $ | 324,329 | ||||||
Buildings and improvements | 2,262,231 | |||||||
Acquired real estate leases | 489,463 | |||||||
Cash | 17,127 | |||||||
Restricted cash | 1,145 | |||||||
Rents receivable | 4,354 | |||||||
Other assets | 565 | |||||||
Total assets | 3,099,214 | |||||||
Mortgage notes payable (1) | -299,710 | |||||||
Fair value of derivative instrument (2) | -1,779 | |||||||
Accounts payable and accrued expenses | -18,246 | |||||||
Assumed real estate lease obligations | -70,682 | |||||||
Rents collected in advance | -10,194 | |||||||
Security deposits | -1,061 | |||||||
Amount allocated to noncontrolling interest | -3,422 | |||||||
Net assets acquired | 2,694,120 | |||||||
Assumed working capital | 6,310 | |||||||
Assumed principal balance of debt | 297,698 | |||||||
Gross purchase price | $ | 2,998,128 | ||||||
Reconciliation to Net Purchase Price (excluding acquisition costs): | ||||||||
Gross purchase price | $ | 2,998,128 | ||||||
Proceeds from properties sold to SNH | -509,045 | |||||||
Mortgage principal assumed by SNH (3) | -29,955 | |||||||
Net purchase price | $ | 2,459,128 | ||||||
-1 | Includes the fair value adjustment totaling $2,012 on $297,698 of mortgage principal assumed in connection with the CCIT Merger. | |||||||
-2 | Represents the fair value of an interest rate swap agreement relating to $41,000 of mortgage notes payable assumed in connection with the CCIT Merger. | |||||||
-3 | Excludes the fair value adjustment totaling $1,073. | |||||||
In accordance with GAAP, we accounted for the CCIT Merger as a business combination with SIR treated as the acquirer of CCIT for accounting purposes. Under business combination accounting rules, the assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective estimated fair value, and added to those of SIR. We allocated the purchase price of this acquisition based on the estimated fair values of the acquired assets and liabilities assumed in a manner consistent with our purchase price allocation policy described in our Annual Report. We engaged an independent real estate consulting firm to provide the purchase price allocations and to provide market information and evaluations which are relevant to purchase price allocations and determinations of useful lives. As of March 31, 2015, the allocation of purchase price was based on preliminary estimates and may change upon the completion of (i) third party appraisals and (ii) our analysis of acquired in place leases and building valuations. As of March 31, 2015, the weighted average amortization periods for capitalized above market lease values, lease origination value and capitalized below market lease values were 10.2 years, 11.4 years and 12.3 years, respectively. | ||||||||
In April 2015, we acquired a single tenant, net leased office property located in Phoenix, AZ with approximately 106,000 rentable square feet. The purchase price of this property was $16,850, excluding acquisition costs, and was accounted for as a business combination. As of the date of this filing, the purchase price allocation for this property is pending. | ||||||||
Certain of our real estate assets contain hazardous substances, including asbestos. We believe the asbestos at our properties is contained in accordance with current environmental regulations and we have no current plans to remove it. If these properties were demolished today, certain environmental regulations specify the manner in which the asbestos must be removed and we could incur substantial costs complying with such regulations. Due to the uncertainty of the timing and amount of costs we may incur, we cannot reasonably estimate the fair value and we have not recognized a liability in our financial statements for these costs. Certain of our industrial lands in Hawaii may require environmental remediation, especially if the use of those lands is changed; however, we do not have any present plans to change the use of those land parcels or to undertake this environmental cleanup. In general, we do not have any insurance designated to limit any losses that we may incur as a result of known or unknown environmental conditions which are not caused by an insured event, such as, for example, fire or flood, although some of our tenants may maintain such insurance. However, as of March 31, 2015 and December 31, 2014, accrued environmental remediation costs totaling $8,179 and $8,150, respectively, were included in accounts payable and accrued expenses in our condensed consolidated balance sheets. These accrued environmental remediation costs relate to maintenance of our properties for current uses and, because of the indeterminable timing of the remediation, these amounts have not been discounted to present value. We do not believe that there are environmental conditions at any of our properties that will have a material adverse effect on us. However, no assurances can be given that such conditions are not present in our properties or that other costs we incur to remediate contamination will not have a material adverse effect on our business or financial condition. Charges for environmental remediation costs are included in other operating expenses in our condensed consolidated statements of income and comprehensive income. | ||||||||
Pro Forma Information | ||||||||
The following table presents our pro forma results of operations for the three months ended March 31, 2015 and 2014 as if the CCIT Merger and the related financing activities described above and in Note 6, had occurred on January 1, 2014. This pro forma data also includes one property we acquired in April 2015 for a purchase price of $16,850, excluding closing costs, three properties ( three buildings) we acquired during 2014 for an aggregate purchase price of $222,230, excluding closing costs, and 10,000,000 of our common shares sold during 2014 in a public offering at a price of $29.00 per share. This pro forma data is not necessarily indicative of what our actual results of operations would have been for the periods presented, nor does it represent the results of operations for any future period. Differences could result from numerous factors, including future changes in our portfolio of investments, changes in interest rates, changes in our capital structure, changes in net property level operating expenses, changes in property level revenues, including rents expected to be received on our existing leases or leases we may enter into during and after 2015, and for other reasons. | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Total revenues | $ | 110,147 | $ | 106,584 | ||||
Net income attributed to SIR | $ | 23,550 | $ | 27,612 | ||||
Net income attributed to SIR per share | $ | 0.27 | $ | 0.31 | ||||
During the three months ended March 31, 2015, we recognized revenues of $40,722 and operating income of $33,503, arising from our 2014 and 2015 acquisitions. | ||||||||
Segment_Information_and_Tenant
Segment Information and Tenant Concentration | 3 Months Ended |
Mar. 31, 2015 | |
Segment Information and Tenant Concentration | |
Segment Information and Tenant Concentration | Note 4. Segment Information and Tenant Concentration |
We operate in one business segment: ownership of properties that include buildings and leased industrial lands that are primarily net leased to single tenants, with no one tenant accounting for more than 10% of our total revenues. A “net leased property” or a property being “net leased” means that the building or land lease requires the tenant to pay rent and pay, or reimburse us, for all, or substantially all, property level operating expenses and capital expenditures, such as real estate taxes, insurance, utilities, maintenance and repairs, other than, in certain circumstances, roof and structural element related expenditures; in some instances, tenants instead reimburse us for all expenses in excess of certain amounts included in the stated rent. We define a single tenant leased building or leased land as a building or land parcel with at least 90% of its rentable square footage leased to one tenant. Our buildings and lands are primarily leased to single tenants; however, we also own some multi tenant buildings on the island of Oahu, HI. For the three months ended March 31, 2015 and 2014, approximately 24.5% and 41.7%, respectively, of total revenues was from 11 properties ( 229 buildings, leasable land parcels and easements) with a combined approximately 17,778,000 rentable square feet that we own in Oahu, HI. | |
Derivatives_Instruments_and_He
Derivatives Instruments and Hedging Activities | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Derivatives Instruments and Hedging Activities | |||||||||||||
Derivatives Instruments and Hedging Activities | Note 5. Derivatives and Hedging Activities | ||||||||||||
Risk Management Objective of Using Derivatives | |||||||||||||
We are exposed to certain risks relating to our ongoing business operations, including the effect of changes in interest rates. The only risk currently managed by us using derivative instruments is a part of our interest rate risk. We have an interest rate swap agreement to manage our interest rate risk exposure on $41,000 of mortgage notes payable due 2020, with interest payable at a rate equal to a spread over LIBOR. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, we only enter into derivative financial instruments with counterparties with high credit ratings and with major financial institutions with which we and our affiliates may also have other financial relationships. We do not anticipate that any of the counterparties will fail to meet their obligations. | |||||||||||||
Cash Flow Hedges of Interest Rate Risk | |||||||||||||
As required by ASC 815, we record all derivatives on the balance sheet at fair value. The following table summarizes the terms of our only outstanding interest rate swap agreement designated as a cash flow hedge that was assumed in connection with the CCIT Merger: | |||||||||||||
Fair Value | |||||||||||||
of Liability | |||||||||||||
as of | |||||||||||||
Balance Sheet Location | Notional as of March 31, 2015 | Interest Rate (1) | Effective Date | Maturity Date | 31-Mar-15 | ||||||||
Interest Rate Swap | Accounts Payable and Accrued Liabilities | $ 41,000 | 4.16% | 1/29/15 | 8/3/20 | $ 1,561 | |||||||
-1 | The interest rate consists of the underlying index swapped to a fixed rate and the applicable interest rate spread. | ||||||||||||
The interest rate swap agreement manages our interest rate risk exposure on $41,000 of mortgage debt due in 2020, which requires interest at a premium over LIBOR. The interest rate swap agreement qualifies as a cash flow hedge and effectively modifies our exposure to interest rate risk by converting our floating interest rate debt to a fixed interest rate basis for this loan through August 3, 2020, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating interest rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The fair value of our derivative instrument liability moved favorably by $218 from the closing of the CCIT Merger to March 31, 2015, based primarily on changes in market interest rates. We may enter into additional interest rate swaps or hedge agreements to manage some of our additional interest rate risk associated with our other floating rate borrowings. The table below presents the effects of our interest rate derivative on our condensed consolidated statements of income and comprehensive income for the three months ended March 31, 2015: | |||||||||||||
Three Months | |||||||||||||
Ended | |||||||||||||
31-Mar-15 | |||||||||||||
Balance at January 29, 2015 | $ | - | |||||||||||
Amount of income recognized in cumulative | |||||||||||||
other comprehensive income (effective portion) | 356 | ||||||||||||
Amount of income reclassified from cumulative | |||||||||||||
other comprehensive income into | |||||||||||||
interest expense (effective portion) | -138 | ||||||||||||
Unrealized gain on derivative instrument | 218 | ||||||||||||
Balance at March 31, 2015 | $ | 218 | |||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in cumulative other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. There were no portions of the change in fair value of the interest rate swap agreement that were considered ineffective during the three months ended March 31, 2015. Additional disclosures related to the fair value of this derivative instrument are included in Note 7. The notional amount under the interest rate swap agreement is an indication of the extent of our involvement in the instrument, but does not represent exposure to credit, interest rate or market risks. During the next twelve months, we estimate that an additional $103 will be reclassified from other comprehensive income as an increase to interest expense. | |||||||||||||
Credit-risk-related Contingent Features | |||||||||||||
Under an agreement with our derivative counterparty, if we either default or are capable of being declared in default on any of our indebtedness, then we could also be declared in default on our derivative obligation. | |||||||||||||
As of March 31, 2015, the fair value of our interest rate swap was $1,561, including accrued interest but excluding any adjustment for nonperformance risk related to this agreement. As of March 31, 2015, we had not posted any collateral related to this agreement and we were not in breach of any agreement provisions. If we had breached any of the provisions, we could have been required to settle our obligation under the agreement at the termination value. | |||||||||||||
Indebtedness
Indebtedness | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Indebtedness | ||||||
Indebtedness | Note 6. Indebtedness | |||||
At March 31, 2015 and December 31, 2014, our outstanding indebtedness consisted of the following: | ||||||
March 31, | December 31, | |||||
2015 | 2014 | |||||
Revolving credit facility, due in 2019 | $ | 141,000 | $ | 77,000 | ||
Term loan, due in 2020 | 350,000 | 350,000 | ||||
Senior unsecured notes, 2.85%, due in 2018 | 350,000 | - | ||||
Senior unsecured notes, 3.60%, due in 2020 | 400,000 | - | ||||
Senior unsecured notes, 4.15%, due in 2022 | 300,000 | - | ||||
Senior unsecured notes, 4.50%, due in 2025 | 400,000 | - | ||||
Mortgage note payable, LIBOR plus 160 bps, due in 2016 (1) | 40,233 | - | ||||
Mortgage note payable, 5.950%, due in 2017 (1) | 17,935 | 17,999 | ||||
Mortgage note payable, 4.50%, due in 2019 (1) (2) | 2,000 | - | ||||
Mortgage note payable, 4.50%, due in 2019 (1) (2) | 2,400 | - | ||||
Mortgage note payable, 3.87%, due in 2020 (1) (2) | 12,360 | - | ||||
Mortgage note payable, 4.16%, due in 2020 (1) (3) | 41,000 | - | ||||
Mortgage note payable, 3.99%, due in 2020 (1) (2) | 48,750 | - | ||||
Mortgage note payable, 3.55%, due in 2023 (1) (2) | 71,000 | - | ||||
Mortgage note payable, 3.70%, due in 2023 (1) (2) | 50,000 | - | ||||
2,226,678 | 444,999 | |||||
Plus: net premiums and (discounts) | -14,318 | 817 | ||||
$ | 2,212,360 | $ | 445,816 | |||
-1 | We assumed all of our mortgage notes in connection with our acquisition of certain properties. The stated interest rates for these mortgage debts are the contractually stated rates; we recorded the assumed mortgages at estimated fair value on the date of acquisition and we amortize the fair value premiums to interest expense over the respective terms of the mortgages to reduce interest expense to the estimated market interest rates as of the date of acquisition. | |||||
-2 | In connection with the CCIT Merger, we assumed fixed rate mortgage notes with an aggregate principal balance of $186,510. We recorded these mortgage notes at their estimated fair value aggregating $187,449 on the date of acquisition. | |||||
-3 | This mortgage note was assumed in connection with the CCIT Merger. Interest on this mortgage note is payable at a rate equal to a premium over LIBOR but has been fixed by a cash flow hedge which sets the rate at approximately 4.16% until August 3, 2020. | |||||
On January 9, 2015, we replaced our then existing $750,000 unsecured revolving credit facility and $350,000 unsecured term loan with a new credit agreement providing $1,100,000 in aggregate borrowing availability, or the credit agreement. The credit agreement replaced our prior revolving credit facility maturing on March 11, 2016 with a new $750,000 unsecured revolving credit facility that has a maturity date of March 29, 2019, interest payable on borrowings of LIBOR plus 105 basis points and a facility fee of 20 basis points per annum, based on the total amount of lending commitments. Both the interest rate premium and the facility fee for the new revolving credit facility are subject to adjustment based on changes to our credit ratings. Upon the payment of an extension fee and meeting certain other conditions, we have the option to extend the maturity date of the new revolving credit facility to March 29, 2020. As of March 31, 2015, the interest rate payable on borrowings under our new revolving credit facility was 1.22%. The weighted average interest rate for borrowings under our new and prior revolving credit facility for the three months ended March 31, 2015 and 2014 was 1.28% and 1.46%, respectively. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. As of March 31, 2015 and April 27, 2015, we had $141,000 and $129,000, respectively, outstanding under our revolving credit facility. | ||||||
The credit agreement also replaced our prior term loan maturing on July 11, 2017 with a new $350,000 unsecured term loan that has a maturity date of March 31, 2020 and interest payable on the amount outstanding of LIBOR plus 115 basis points. The interest rate premium for the new term loan is subject to adjustment based on changes to our credit ratings. As of March 31, 2015, the interest rate payable for the amount outstanding under our new term loan was 1.32%. The weighted average interest rate for the amount outstanding under our new and prior term loan was 1.35% and 1.69% for the three months ended March 31, 2015 and 2014, respectively. | ||||||
In addition, the credit agreement governing our revolving credit facility and term loan includes a feature under which the maximum borrowing availability under the facilities may be increased to up to $2,200,000 on a combined basis under certain circumstances. | ||||||
The credit agreement contains a number of covenants that restrict our ability to incur debt in excess of calculated amounts, restrict our ability to make distributions under certain circumstances and generally require us to maintain certain financial ratios. The credit agreement provides for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events of default, such as a change of control of us, which includes Reit Management & Research LLC, or RMR, ceasing to act as our business manager and property manager. We believe we were in compliance with the terms of our revolving credit facility and term loan covenants at March 31, 2015. | ||||||
In connection with the closing of the CCIT Merger, we entered into a bridge loan agreement with a group of institutional lenders pursuant to which we obtained a 364-day $1,000,000 unsecured bridge loan, which had a maturity date of January 28, 2016, bore interest at LIBOR plus 140 basis points (subject to adjustment based on changes to SIR’s credit ratings), and was prepayable in whole or in part at any time. On February 3, 2015, we repaid in full the $1,000,000 senior unsecured bridge loan and reduced amounts then outstanding on our revolving credit facility with net proceeds from an underwritten public offering of $1,450,000 aggregate principal amount of senior unsecured notes, which included: $350,000 aggregate principal amount of 2.85% unsecured senior notes due 2018; $400,000 aggregate principal amount of 3.60% unsecured senior notes due 2020; $300,000 aggregate principal amount of 4.15% unsecured senior notes due 2022; and $400,000 aggregate principal amount of 4.50% unsecured senior notes due 2025. We also assumed eight mortgage notes associated with properties that we acquired in the CCIT Merger, including $267,743 in aggregate principal amount, net of mortgage notes related to properties sold to SNH. | ||||||
During the three months ended March 31, 2015, we recognized a loss on early extinguishment of debt aggregating $6,845 from the write off of unamortized deferred financing fees related to the repayment and termination of the bridge loan that was used in connection with the CCIT Merger, our prior revolving credit facility and our prior term loan. | ||||||
At March 31, 2015, nine of our properties (12 buildings) with an aggregate net book value of $468,366 secured mortgage notes we assumed in connection with our acquisition of those properties. The aggregate principal amount outstanding under these mortgage notes as of March 31, 2015, was $285,678. These mortgage notes are non-recourse, subject to certain limited exceptions, and do not contain any material financial covenants. | ||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Fair Value of Financial Instruments | Note 7. Fair Value of Financial Instruments | |||||||||||||
The table below presents certain of our liabilities measured at fair value during 2015, categorized by the level of inputs used in the valuation of the liability: | ||||||||||||||
Fair Value at Reporting Date Using | ||||||||||||||
Quoted Prices in | Significant | |||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||
Description | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Recurring Fair Value Measurements: | ||||||||||||||
Interest rate swap (1) | $ | -1,561 | $ | - | $ | -1,561 | $ | - | ||||||
-1 | As discussed in Note 5, we assumed an interest rate swap agreement on a $41,000 mortgage note assumed in connection with the CCIT Merger. This interest rate swap agreement is carried at fair value and is valued using Level 2 inputs. The fair value of this instrument is determined using interest rate pricing models. Considerable judgement is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimate presented in the table above is not necessarily indicative of the amount for which we could be liable upon extinguishment of the liability. | |||||||||||||
In addition to the liability described in the table above, our financial instruments include cash and cash equivalents, restricted cash, rents receivable, a revolving credit facility, a term loan, unsecured senior notes, mortgage notes payable, accounts payable, rents collected in advance, security deposits and amounts due to related persons. At March 31, 2015 and December 31, 2014, the fair value of our financial instruments approximated their carrying values in our condensed consolidated financial statements, except as follows: | ||||||||||||||
At March 31, 2015 | At December 31, 2014 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Senior unsecured notes | $ | 1,434,034 | $ | 1,466,424 | $ | - | $ | - | ||||||
Mortgage notes payable | $ | 247,093 | $ | 251,434 | $ | 18,816 | $ | 19,401 | ||||||
We estimate the fair values of our senior unsecured notes using quoted prices of the notes as of the measurement date (level 1 inputs as defined in the fair value hierarchy under GAAP). We estimate the fair values of our mortgage notes payable using discounted cash flow analyses and currently prevailing market rates as of the measurement date (level 3 inputs as defined in the fair value hierarchy under GAAP). Because level 3 inputs are unobservable, our estimated fair value may differ materially from the actual fair value. | ||||||||||||||
Noncontrolling_Interest
Noncontrolling Interest | 3 Months Ended |
Mar. 31, 2015 | |
Noncontrolling Interest. | |
Noncontrolling Interest | Note 8. Noncontrolling Interest |
One of the properites acquired in connection with the CCIT Merger is owned pursuant to a joint venture arrangement. The joint venture was formed by CCIT on December 19, 2013 to own and manage an office building with approximately 344,000 square feet in Duluth, GA. Pursuant to the joint venture agreement, the joint venture partner has the right to exercise an option after two years whereby we will be required to purchase the remaining 11.0% ownership interest of the joint venture partner at a fair market value. Upon the closing of the CCIT Merger, we determined that we have a controlling interest in this joint venture and therefore meet the GAAP requirements for consolidation under the voting model. We recorded the noncontrolling interest in this joint venture at its acquisition date fair value of $3,422 and have classified it as temporary equity due to the redemption option existing outside of our control. The portion of the joint venture’s net income and comprehensive income not allocated to us, or $41 for the three months ended March 31, 2015, is reported as noncontrolling interest in our condensed consolidated statements of income and comprehensive income. As of March 31, 2015, this joint venture held real estate assets with an aggregate net book value of $58,494 and variable rate mortgage debt of $40,233. | |
We expect to continually evaluate the need to consolidate this joint venture arrangement based on standards set forth under GAAP. In determining whether we have a controlling interest in this joint venture arrangement and the requirement to consolidate the accounts of that entity, we consider factors such as percentage ownership interest, power to make decisions and contractual and substantive participating rights of the partners/members as well as whether the entity is a variable interest entity for which we may be the primary beneficiary. | |
Shareholders_Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2015 | |
Shareholders' Equity | |
Shareholders' Equity | Note 9. Shareholders’ Equity |
Share Issuances: | |
In connection with the CCIT Merger, we issued 28,439,111 of our common shares to former holders of CCIT common stock. | |
During the three months ended March 31, 2015 and the period from April 1, 2015 to April 27, 2015, we issued 14,336 and 7,803, respectively, of our common shares to RMR as part of the business management fees payable by us under our business management agreement. See Note 11 for further information regarding this agreement. | |
Distributions: | |
On February 24, 2015, we paid a distribution of $0.48 per common share, or $28,782, to shareholders of record on January 23, 2015. On February 27, 2015, we paid a prorated distribution of $0.1493 per common share, or $8,953, to shareholders of record on January 28, 2015, the last business day immediately prior to the effective date of the CCIT Merger. This prorated distribution was calculated based upon our historical quarterly dividend rate ($0.48 per share per quarter) for the period from January 1, 2015 to January 28, 2015, its payment was conditioned upon the closing of the CCIT Merger and it was intended to permit us to align the two companies’ distributions for the first quarter of 2015. On April 13, 2015, we declared a prorated distribution of $0.3444 per common share, or approximately $30,500, for the period from and including January 29, 2015 (the effective date of the CCIT Merger) through March 31, 2015, to shareholders of record on April 24, 2015. This prorated distribution is based on a quarterly distribution rate of $0.50 per share. We expect to pay this prorated distribution on or about May 21, 2015 using existing cash balances and borrowings under our revolving credit facility. | |
Per_Common_Share_Amounts
Per Common Share Amounts | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Per Common Share Amounts | ||||
Per Common Share Amounts | Note 10. Per Common Share Amounts | |||
We calculate basic earnings per common share by dividing allocable net income by the weighted average number of common shares outstanding during the period. We calculate diluted earnings per common share by using the more dilutive of the two class method or the treasury stock method. Unvested share awards and other potentially dilutive common shares, including contingently issuable common shares under our business management agreement with RMR, if any, and the related impact on earnings, are considered when calculating diluted earnings per share. The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands): | ||||
Three Months Ended March 31, | ||||
2015 | 2014 | |||
Weighted average common shares for basic earnings per share | 79,489 | 49,822 | ||
Effect of dilutive securities: unvested share awards | 9 | 108 | ||
Weighted average common shares for diluted earnings per share | 79,498 | 49,930 | ||
We had no anti-dilutive common share equivalents outstanding for the three months ended March 31, 2015 and 2014. | ||||
Related_Person_Transactions
Related Person Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Person Transactions | |
Related Person Transactions | Note 11. Related Person Transactions |
We have relationships and historical and continuing transactions with RMR and others affiliated with RMR. We also have relationships and historical and continuing transactions with other companies to which RMR provides management services and which have trustees, directors and officers who are also trustees, directors or officers of us or RMR. For further information about these and other such relationships and certain other related person transactions, please refer to our Annual Report. | |
RMR: Pursuant to our business management agreement with RMR, we recognized business management fees of $4,646 and $4,371 for the three months ended March 31, 2015 and 2014, respectively. As of March 31, 2015, no incentive fees are estimated to be payable to RMR for 2015. Although no incentive fee was ultimately payable to RMR under our business management agreement for 2014, the fees for the three months ended March 31, 2014, included then estimated 2014 incentive fees that would have been payable in common shares in 2015 based on our common share total return for the three months ended March 31, 2014. The business management fees we recognized for the 2014 and 2015 periods are included in general and administrative expenses in our condensed consolidated statements of income and comprehensive income. In accordance with the terms of our business management agreement, we issued 18,656 and 8,227 of our common shares to RMR for the three months ended March 31, 2015 and 2014, respectively, as payment for a portion of the base business management fee we recognized for that period. | |
Pursuant to our property management agreement with RMR, the aggregate property management and construction supervision fees we recognized were $2,625 and $1,490 for the three months ended March 31, 2015 and 2014, respectively. These amounts are included in operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements. | |
GOV: On February 28, 2015, Government Properties Income Trust, or GOV, entered into a share purchase agreement, or the GOV Purchase Agreement, with Lakewood Capital Partners, LP, or Lakewood, the other persons who are members of a group with Lakewood, or, together with Lakewood, the Lakewood Parties, and, for the purpose of specified sections, us, pursuant to which, on March 4, 2015, GOV acquired from Lakewood 3,418,421 of our common shares, representing approximately 3.9% of our outstanding common shares, for an aggregate cash purchase price of approximately $95,200. As a result of this purchase, GOV’s ownership increased from approximately 24.3% to approximately 28.2% of our outstanding common shares. The GOV Purchase Agreement contains (i) standstill provisions, pursuant to which the Lakewood Parties agreed not to take certain actions with respect to our securities, or those of GOV, for a 50-year period and (ii) voting provisions, pursuant to which the Lakewood Parties agreed to cause our securities, or those of GOV, that they or any of their affiliates own as of a record date for a meeting of our or GOV’s shareholders to be present and voted at such meeting in favor of all actions recommended by the board of trustees of such company. | |
On February 28, 2015, our Managing Trustees, Messrs. Barry Portnoy and Adam Portnoy, entered into separate share purchase agreements with the Lakewood Parties, with provisions similar to the GOV Purchase Agreement, pursuant to which, on March 4, 2015, Messrs. Barry Portnoy and Adam Portnoy acquired 107,606 and 87,606 of our common shares, respectively, from Lakewood and, on March 5, 2015, Messrs. Barry Portnoy and Adam Portnoy acquired 2,429 and 2,429 of our common shares, respectively, from Mr. William H. Lenehan, one of the Lakewood Parties. Concurrently with entering into the agreements among GOV, Messrs. Barry Portnoy and Adam Portnoy and the Lakewood Parties, Lakewood withdrew its nomination of Mr. Lenehan for election to our Board of Trustees at our 2015 Annual Meeting of Shareholders. | |
SNH: Pursuant to a purchase and sale agreement and joint escrow instructions previously entered into between SNH and SIR Merger Sub, on January 29, 2015, we sold to SNH concurrently with the closing of the CCIT Merger, the subsidiaries of CCIT owning 23 healthcare properties for approximately $539,000, including the assumption of approximately $30,000 of mortgage debt and excluding working capital. As of March 31, 2015, $8,993 of amounts due to related persons included in our condensed consolidated balance sheet represented amounts owed to SNH related to working capital activity for the 23 healthcare properties as of the sale date; this amount was paid to SNH in April 2015. | |
AIC: As of March 31, 2015, our investment in Affiliates Insurance Company, or AIC, an Indiana insurance company, had a carrying value of $6,945, which amount is included in other assets on our condensed consolidated balance sheet. We recognized income (loss) of $72 and $(97), respectively, and other comprehensive income of $45 and $19, respectively, related to our investment in AIC for the three months ended March 31, 2015 and 2014, respectively. | |
Real_Estate_Properties_Tables
Real Estate Properties (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Real Estate Properties | ||||||||
Schedule of purchase prices of acquisitions allocated based on the estimated fair values of the acquired assets and assumed liabilities | ||||||||
Total Purchase Price (excluding acquisition costs): | ||||||||
Aggregate share consideration | $ | 716,666 | ||||||
Assumed working capital | 6,310 | |||||||
Assumed mortgage principal | 297,698 | |||||||
Noncash portion of purchase price | 1,020,674 | |||||||
Cash consideration paid to former holders of CCIT common stock | 1,245,321 | |||||||
CCIT shareholders distribution and debt repaid at closing | 732,133 | |||||||
Cash portion of purchase price | 1,977,454 | |||||||
Gross purchase price | $ | 2,998,128 | ||||||
Preliminary Purchase Price Allocation: | ||||||||
Land | $ | 324,329 | ||||||
Buildings and improvements | 2,262,231 | |||||||
Acquired real estate leases | 489,463 | |||||||
Cash | 17,127 | |||||||
Restricted cash | 1,145 | |||||||
Rents receivable | 4,354 | |||||||
Other assets | 565 | |||||||
Total assets | 3,099,214 | |||||||
Mortgage notes payable (1) | -299,710 | |||||||
Fair value of derivative instrument (2) | -1,779 | |||||||
Accounts payable and accrued expenses | -18,246 | |||||||
Assumed real estate lease obligations | -70,682 | |||||||
Rents collected in advance | -10,194 | |||||||
Security deposits | -1,061 | |||||||
Amount allocated to noncontrolling interest | -3,422 | |||||||
Net assets acquired | 2,694,120 | |||||||
Assumed working capital | 6,310 | |||||||
Assumed principal balance of debt | 297,698 | |||||||
Gross purchase price | $ | 2,998,128 | ||||||
Reconciliation to Net Purchase Price (excluding acquisition costs): | ||||||||
Gross purchase price | $ | 2,998,128 | ||||||
Proceeds from properties sold to SNH | -509,045 | |||||||
Mortgage principal assumed by SNH (3) | -29,955 | |||||||
Net purchase price | $ | 2,459,128 | ||||||
-1 | Includes the fair value adjustment totaling $2,012 on $297,698 of mortgage principal assumed in connection with the CCIT Merger. | |||||||
-2 | Represents the fair value of an interest rate swap agreement relating to $41,000 of mortgage notes payable assumed in connection with the CCIT Merger. | |||||||
-3 | Excludes the fair value adjustment totaling $1,073. | |||||||
Schedule of pro forma results of operations | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Total revenues | $ | 110,147 | $ | 106,584 | ||||
Net income attributed to SIR | $ | 23,550 | $ | 27,612 | ||||
Net income attributed to SIR per share | $ | 0.27 | $ | 0.31 | ||||
Derivatives_Instruments_and_He1
Derivatives Instruments and Hedging Activities (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2015 | |||||||||||||
Derivatives Instruments and Hedging Activities | |||||||||||||
Summary of interest rate swap derivatives | |||||||||||||
Fair Value | |||||||||||||
of Liability | |||||||||||||
as of | |||||||||||||
Balance Sheet Location | Notional as of March 31, 2015 | Interest Rate (1) | Effective Date | Maturity Date | 31-Mar-15 | ||||||||
Interest Rate Swap | Accounts Payable and Accrued Liabilities | $ 41,000 | 4.16% | 1/29/15 | 8/3/20 | $ 1,561 | |||||||
The interest rate consists of the underlying index swapped to a fixed rate and the applicable interest rate spread | |||||||||||||
Schedule of effects on consolidated statements of income and comprehensive income | |||||||||||||
Three Months | |||||||||||||
Ended | |||||||||||||
31-Mar-15 | |||||||||||||
Balance at January 29, 2015 | $ | - | |||||||||||
Amount of income recognized in cumulative | |||||||||||||
other comprehensive income (effective portion) | 356 | ||||||||||||
Amount of income reclassified from cumulative | |||||||||||||
other comprehensive income into | |||||||||||||
interest expense (effective portion) | -138 | ||||||||||||
Unrealized gain on derivative instrument | 218 | ||||||||||||
Balance at March 31, 2015 | $ | 218 | |||||||||||
Indebtedness_Tables
Indebtedness (Tables) | 3 Months Ended | |||||
Mar. 31, 2015 | ||||||
Indebtedness | ||||||
Schedule of outstanding indebtedness | ||||||
March 31, | December 31, | |||||
2015 | 2014 | |||||
Revolving credit facility, due in 2019 | $ | 141,000 | $ | 77,000 | ||
Term loan, due in 2020 | 350,000 | 350,000 | ||||
Senior unsecured notes, 2.85%, due in 2018 | 350,000 | - | ||||
Senior unsecured notes, 3.60%, due in 2020 | 400,000 | - | ||||
Senior unsecured notes, 4.15%, due in 2022 | 300,000 | - | ||||
Senior unsecured notes, 4.50%, due in 2025 | 400,000 | - | ||||
Mortgage note payable, LIBOR plus 160 bps, due in 2016 (1) | 40,233 | - | ||||
Mortgage note payable, 5.950%, due in 2017 (1) | 17,935 | 17,999 | ||||
Mortgage note payable, 4.50%, due in 2019 (1) (2) | 2,000 | - | ||||
Mortgage note payable, 4.50%, due in 2019 (1) (2) | 2,400 | - | ||||
Mortgage note payable, 3.87%, due in 2020 (1) (2) | 12,360 | - | ||||
Mortgage note payable, 4.16%, due in 2020 (1) (3) | 41,000 | - | ||||
Mortgage note payable, 3.99%, due in 2020 (1) (2) | 48,750 | - | ||||
Mortgage note payable, 3.55%, due in 2023 (1) (2) | 71,000 | - | ||||
Mortgage note payable, 3.70%, due in 2023 (1) (2) | 50,000 | - | ||||
2,226,678 | 444,999 | |||||
Plus: net premiums and (discounts) | -14,318 | 817 | ||||
$ | 2,212,360 | $ | 445,816 | |||
-1 | We assumed all of our mortgage notes in connection with our acquisition of certain properties. The stated interest rates for these mortgage debts are the contractually stated rates; we recorded the assumed mortgages at estimated fair value on the date of acquisition and we amortize the fair value premiums to interest expense over the respective terms of the mortgages to reduce interest expense to the estimated market interest rates as of the date of acquisition. | |||||
-2 | In connection with the CCIT Merger, we assumed fixed rate mortgage notes with an aggregate principal balance of $186,510. We recorded these mortgage notes at their estimated fair value aggregating $187,449 on the date of acquisition. | |||||
-3 | This mortgage note was assumed in connection with the CCIT Merger. Interest on this mortgage note is payable at a rate equal to a premium over LIBOR but has been fixed by a cash flow hedge which sets the rate at approximately 4.16% until August 3, 2020. | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Schedule fair value of assets and liabilities measurement on recurring basis | Fair Value at Reporting Date Using | |||||||||||||
Quoted Prices in | Significant | |||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||
Identical Assets | Observable Inputs | Inputs | ||||||||||||
Description | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Recurring Fair Value Measurements: | ||||||||||||||
Interest rate swap (1) | $ | -1,561 | $ | - | $ | -1,561 | $ | - | ||||||
-1 | As discussed in Note 5, we assumed an interest rate swap agreement on a $41,000 mortgage note assumed in connection with the CCIT Merger. This interest rate swap agreement is carried at fair value and is valued using Level 2 inputs. The fair value of this instrument is determined using interest rate pricing models. Considerable judgement is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimate presented in the table above is not necessarily indicative of the amount for which we could be liable upon extinguishment of the liability. | |||||||||||||
Schedule of carrying value and the estimated fair market value of mortgage notes payable | ||||||||||||||
At March 31, 2015 | At December 31, 2014 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Senior unsecured notes | $ | 1,434,034 | $ | 1,466,424 | $ | - | $ | - | ||||||
Mortgage notes payable | $ | 247,093 | $ | 251,434 | $ | 18,816 | $ | 19,401 | ||||||
Per_Common_Share_Amounts_Table
Per Common Share Amounts (Tables) | 3 Months Ended | |||
Mar. 31, 2015 | ||||
Per Common Share Amounts | ||||
Schedule of weighted average common shares, basic and diluted | ||||
Three Months Ended March 31, | ||||
2015 | 2014 | |||
Weighted average common shares for basic earnings per share | 79,489 | 49,822 | ||
Effect of dilutive securities: unvested share awards | 9 | 108 | ||
Weighted average common shares for diluted earnings per share | 79,498 | 49,930 | ||
Recent_Accounting_Pronouncemen1
Recent Accounting Pronouncements (Details) (Forecast, USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Forecast | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $21,694 | $3,416 |
Real_Estate_Properties_Details
Real Estate Properties (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Jan. 29, 2015 | Apr. 30, 2015 |
building | property | sqft | |||
property | building | ||||
sqft | |||||
Real Estate Properties | |||||
Number of properties owned | 115 | ||||
Number of buildings, leasable land parcels easements contributed to the reporting entity | 354 | ||||
Net rentable area | 43,815,000 | ||||
Accrued environmental remediation costs | $8,179 | $8,150 | |||
Business Acquisition, Pro Forma Information | |||||
Total revenues | 110,147 | 106,584 | |||
Net income | 23,550 | 27,612 | |||
Net income per share (in dollars per share) | $0.27 | $0.31 | |||
Revenue | 40,722 | ||||
Operating income | 33,503 | ||||
Common shares, par value (in dollars per share) | $0.01 | $0.01 | |||
Aggregate principal amount outstanding | 2,226,678 | 444,999 | |||
Pro Forma | |||||
Purchase price allocation of real estate properties acquired | |||||
Number of properties acquired | 3 | ||||
Gross purchase price | 222,230 | ||||
Business Acquisition, Pro Forma Information | |||||
Number of common shares sold in public offering | 10,000,000 | ||||
Price per share (in dollars per share) | $29 | ||||
Number of buildings acquired | 3 | ||||
Phoenix, AZ | Subsequent event | |||||
Real Estate Properties | |||||
Net rentable area | 106,000 | ||||
Purchase price | 16,850 | ||||
Oahu, HI | |||||
Real Estate Properties | |||||
Net rentable area | 17,778,000 | ||||
Purchase price allocation of real estate properties acquired | |||||
Number of properties acquired | 11 | ||||
Business Acquisition, Pro Forma Information | |||||
Number of buildings acquired | 229 | ||||
Cole Corporate Income Trust, Inc. (CCIT) | |||||
Real Estate Properties | |||||
Weighted average amortization period for capitalized above market lease values | 10 years 2 months 12 days | ||||
Weighted average amortization period lease origination value | 11 years 4 months 24 days | ||||
Weighted average amortization period for capitalized below market lease values | 12 years 3 months 18 days | ||||
Purchase price allocation of real estate properties acquired | |||||
Share consideration, issued or issuable for each CCIT common share (in shares) | 28,439,111 | 28,439,111 | |||
Share consideration, per share value of equity interests issued or issuable for each CCIT common share (in dollars per share) | $25.20 | ||||
Aggregate share consideration | 716,666 | ||||
Assumed working capital | 6,310 | ||||
Assumed mortgage principal | 297,698 | ||||
Noncash portion of purchase price | 1,020,674 | ||||
Aggregate consideration paid | 1,245,321 | ||||
CCIT debt repaid and shareholder distribution at closing | 732,133 | ||||
Cash portion of purchase price | 1,977,454 | ||||
Gross purchase price | 2,998,128 | ||||
Land | 324,329 | ||||
Buildings and Improvements | 2,262,231 | ||||
Acquired real estate leases | 489,463 | ||||
Cash | 17,127 | ||||
Restricted cash | 1,145 | ||||
Rent receivable | 4,354 | ||||
Other assets | 565 | ||||
Total assets | 3,099,214 | ||||
Mortgage notes payable | -299,710 | ||||
Fair value of derivative instrument | -1,779 | ||||
Accounts payable and accrued expenses | -18,246 | ||||
Assumed real estate lease obligations | -70,682 | ||||
Rents collected in advance | -10,194 | ||||
Security deposits | -1,061 | ||||
Amount allocated to noncontrolling interest | -3,422 | ||||
Net assets acquired | 2,694,120 | ||||
Net purchase price | 2,459,128 | ||||
Mortgage notes payable with related interest rate swap | 41,000 | ||||
Fair value adjustment, liabilities | 2,012 | ||||
SNH | Cole Corporate Income Trust, Inc. (CCIT) | |||||
Purchase price allocation of real estate properties acquired | |||||
Assumed mortgage principal | -29,955 | ||||
Cash proceeds from properties sold | -509,045 | ||||
Fair value adjustment, liabilities | 1,073 | ||||
SNH | Cole Corporate Income Trust, Inc. (CCIT) | Office and industrial net leased properties | |||||
Purchase price allocation of real estate properties acquired | |||||
Number of properties acquired | 64 | ||||
SNH | Cole Corporate Income Trust, Inc. (CCIT) | Healthcare properties | |||||
Real Estate Properties | |||||
Number of properties owned | 23 | ||||
Purchase price allocation of real estate properties acquired | |||||
Number of properties acquired | 23 | ||||
Assumed working capital | 8,993 | ||||
Assumed mortgage principal | 30,000 | ||||
Gross purchase price | $539,000 | ||||
Senior unsecured bridge loan facility member | Cole Corporate Income Trust, Inc. (CCIT) | |||||
Business Acquisition, Pro Forma Information | |||||
Term of loan | 364 days |
Segment_Information_and_Tenant1
Segment Information and Tenant Concentration (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
sqft | ||
property | ||
building | ||
Number of business segments | 1 | |
Minimum percentage of rentable square footage of a building or land leased as a building or land parcel to single tenant | 90.00% | |
Number of tenants under single tenant leased buildings and lands | 1 | |
Net rentable area | 43,815,000 | |
Oahu, HI | ||
Percentage of revenues | 24.50% | 41.70% |
Number of properties acquired | 11 | |
Number of buildings acquired | 229 | |
Net rentable area | 17,778,000 |
Derivatives_Instruments_and_He2
Derivatives Instruments and Hedging Activities (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Derivative Instruments, Gain (Loss) [Line Items] | |
Additonal amount reclassified from other comprehensive income into interest expense | $103 |
Cash flow hedge derivative instrument liabilities at fair value, interest rate swap and accrued interest | 1,561 |
Designated Cash Flow Hedge RollForward | |
Amount of income recognized in cumulative other comprehensive income (effective portion) | 356 |
Amount of income reclassified from cumulative other comprehensive income into interest expense (effective portion) | -138 |
Unrealized gain on derivative instrument | 218 |
Balance at end of period | 218 |
Interest Rate Swap | Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Cole Corporate Income Trust, Inc. (CCIT) | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Derivative, outstanding notional amount | 41,000 |
Hedge rate (as a percent) | 4.16% |
Derivative, effective date | 29-Jan-15 |
Derivative, maturity date | 3-Aug-20 |
Cash flow hedge derivative instrument liabilities at fair value | $1,561 |
Indebtedness_Details
Indebtedness (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 09, 2015 | Feb. 03, 2015 | Dec. 31, 2014 | Jan. 08, 2015 | Apr. 27, 2015 |
building | |||||||
property | |||||||
Indebtedness | |||||||
Unsecured revolving credit facility | $141,000 | $77,000 | |||||
Term loan | 350,000 | 350,000 | |||||
Senior unsecured notes, net | 1,434,034 | ||||||
Mortgage note payable | 287,326 | 18,816 | |||||
Total debt, gross | 2,226,678 | 444,999 | |||||
Plus: net premiums and (discounts) | 14,318 | -817 | |||||
Total debt, net | 2,212,360 | 445,816 | |||||
Aggregate borrowing availability of revolving credit facility and term loan | 1,100,000 | ||||||
Maximum borrowing capacity of revolving credit facility | 2,200,000 | ||||||
Fair value of mortgages assumed | 285,678 | ||||||
Number of real estate properties collateralized | 9 | ||||||
Number of buildings collateralized | 12 | ||||||
Loss (gain) on early extinguishment of debt | 6,845 | -243 | |||||
Aggregate net book value of secured properties | 468,366 | ||||||
Cole Corporate Income Trust, Inc. (CCIT) | |||||||
Indebtedness | |||||||
Aggregate principal amount | 186,510 | 267,743 | |||||
Fair value of mortgages assumed | 187,449 | ||||||
Number of assumed secured mortgage loans | 8 | ||||||
Cole Corporate Income Trust, Inc. (CCIT) | LIBOR | |||||||
Indebtedness | |||||||
Hedge rate (as a percent) | 4.16% | ||||||
Revolving credit facility, due in 2016 | |||||||
Indebtedness | |||||||
Unsecured revolving credit facility | 750,000 | ||||||
Revolving credit facility, due in 2019 | |||||||
Indebtedness | |||||||
Unsecured revolving credit facility | 141,000 | 77,000 | |||||
Revolving credit facility, due in 2019 | LIBOR | |||||||
Indebtedness | |||||||
Unsecured revolving credit facility | 750,000 | ||||||
Spread on variable rate (as a percent) | 1.05% | ||||||
Facility fee (as a percent) | 0.20% | ||||||
Interest rate at the end of the period (as a percent) | 1.22% | ||||||
Weighted average annual interest rate (as a percent) | 1.28% | 1.46% | |||||
Principal repayment due until maturity | 0 | ||||||
Revolving credit facility amount outstanding | 141,000 | ||||||
Revolving credit facility, due in 2019 | Subsequent event | LIBOR | |||||||
Indebtedness | |||||||
Revolving credit facility amount outstanding | 129,000 | ||||||
Term loan, prior | |||||||
Indebtedness | |||||||
Term loan | 350,000 | ||||||
Term loan, due in 2020 | |||||||
Indebtedness | |||||||
Term loan | 350,000 | 350,000 | |||||
Term loan, due in 2020 | LIBOR | |||||||
Indebtedness | |||||||
Term loan | 350 | ||||||
Spread on variable rate (as a percent) | 1.15% | ||||||
Interest rate at the end of the period (as a percent) | 1.32% | ||||||
Weighted average annual interest rate (as a percent) | 1.35% | 1.69% | |||||
Senior unsecured bridge loan facility member | Cole Corporate Income Trust, Inc. (CCIT) | |||||||
Indebtedness | |||||||
Loss (gain) on early extinguishment of debt | 6,845 | ||||||
Term of loan | 364 days | ||||||
Early Repayment of Senior Debt | 1,000,000 | ||||||
Senior unsecured bridge loan facility member | Cole Corporate Income Trust, Inc. (CCIT) | LIBOR | |||||||
Indebtedness | |||||||
Spread on variable rate (as a percent) | 1.40% | ||||||
Term of loan | 364 days | ||||||
Bridge loan | 1,000,000 | ||||||
Senior unsecured notes | Cole Corporate Income Trust, Inc. (CCIT) | |||||||
Indebtedness | |||||||
Aggregate principal amount | 1,450,000 | ||||||
Senior unsecured notes, 2.85%, due in 2018 | |||||||
Indebtedness | |||||||
Senior unsecured notes, net | 350,000 | ||||||
Interest rate (as a percent) | 2.85% | ||||||
Senior unsecured notes, 3.60%, due in 2020 | |||||||
Indebtedness | |||||||
Senior unsecured notes, net | 400,000 | ||||||
Interest rate (as a percent) | 3.60% | ||||||
Senior unsecured notes, 4.15%, due in 2022 | |||||||
Indebtedness | |||||||
Senior unsecured notes, net | 300,000 | ||||||
Interest rate (as a percent) | 4.15% | ||||||
Senior unsecured notes, 4.50%, due in 2025 | |||||||
Indebtedness | |||||||
Senior unsecured notes, net | 400,000 | ||||||
Interest rate (as a percent) | 4.50% | ||||||
Mortgage note payable, LIBOR plus 160 bps, due in 2016 | |||||||
Indebtedness | |||||||
Spread on variable rate (as a percent) | 1.60% | ||||||
Mortgage note payable, LIBOR plus 160 bps, due in 2016 | LIBOR | |||||||
Indebtedness | |||||||
Mortgage note payable | 40,233 | ||||||
Mortgage note payable, 5.950%, due in 2017 | |||||||
Indebtedness | |||||||
Mortgage note payable | 17,935 | 17,999 | |||||
Interest rate (as a percent) | 5.95% | ||||||
Mortgage note payable 1, 4.50%, due in 2019 | |||||||
Indebtedness | |||||||
Mortgage note payable | 2,000 | ||||||
Interest rate (as a percent) | 4.50% | ||||||
Mortgage note payable 2, 4.50%, due in 2019 | |||||||
Indebtedness | |||||||
Mortgage note payable | 2,400 | ||||||
Interest rate (as a percent) | 4.50% | ||||||
Mortgage note payable, 3.87%, due in 2020 | |||||||
Indebtedness | |||||||
Mortgage note payable | 12,360 | ||||||
Interest rate (as a percent) | 3.87% | ||||||
Mortgage note payable, 4.16%, due in 2020 | |||||||
Indebtedness | |||||||
Mortgage note payable | 41,000 | ||||||
Interest rate (as a percent) | 4.16% | ||||||
Mortgage note payable, 3.99%, due in 2020 | |||||||
Indebtedness | |||||||
Mortgage note payable | 48,750 | ||||||
Interest rate (as a percent) | 3.99% | ||||||
Mortgage note payable, 3.55%, due in 2023 | |||||||
Indebtedness | |||||||
Mortgage note payable | 71,000 | ||||||
Interest rate (as a percent) | 3.55% | ||||||
Mortgage note payable, 3.70%, due in 2023 | |||||||
Indebtedness | |||||||
Mortgage note payable | $50,000 | ||||||
Interest rate (as a percent) | 3.70% |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jan. 29, 2015 |
In Thousands, unless otherwise specified | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Senior unsecured notes, net | $1,434,034 | ||
Mortgage note payable | 287,326 | 18,816 | |
Carrying Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Senior unsecured notes, net | 1,434,034 | ||
Mortgage note payable | 247,093 | 18,816 | |
Estimated Fair Value | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Senior unsecured notes, net | 1,466,424 | ||
Mortgage note payable | 251,434 | 19,401 | |
Cole Corporate Income Trust, Inc. (CCIT) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Mortgage notes payable with related interest rate swap | 41,000 | ||
Cole Corporate Income Trust, Inc. (CCIT) | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Mortgage notes payable with related interest rate swap | 41,000 | ||
Interest Rate Swap | Estimated Fair Value | Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Cash flow hedge derivative instrument liabilities at fair value | -1,561 | ||
Interest Rate Swap | Estimated Fair Value | Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract] | |||
Cash flow hedge derivative instrument liabilities at fair value | ($1,561) |
Noncontrolling_Interest_Detail
Noncontrolling Interest (Details) (Cole Corporate Income Trust, Inc. (CCIT), Duluth, GA, USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Dec. 19, 2013 | Mar. 31, 2015 | Dec. 19, 2013 |
sqft | property | ||
property | |||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests [Abstract] | |||
Number of properties acquired | 1 | 1 | |
Square Feet | 344,000 | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 11.00% | 11.00% | |
Fair value, noncontrolling interest | $3,422 | $3,422 | |
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | 41 | ||
Aggregate net book value joint venture held real estate assets | 58,494 | ||
Variable rate mortgage debt joint venture | $40,233 | ||
Minimum | |||
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests [Abstract] | |||
Required purchase option (in years) | 2 years |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Feb. 27, 2015 | Feb. 24, 2015 | Apr. 13, 2015 | Mar. 31, 2015 | Apr. 27, 2015 | Jan. 29, 2015 | Dec. 31, 2014 |
Share Issuances: | |||||||
Common shares, shares authorized | 125,000,000 | 125,000,000 | |||||
Distribution declared | |||||||
Distributions | |||||||
Distribution paid on common shares (in dollars per share) | $0.48 | ||||||
Distribution to common shareholders | $8,953 | $28,782 | |||||
Prorated distribution alignment rate | $0.15 | ||||||
Subsequent event | Distribution declared | |||||||
Distributions | |||||||
Quarterly dividend payable on common stock expected quarterly rate | $0.50 | ||||||
Distribution to common shareholders | $30,500 | ||||||
Prorated distribution alignment rate | $0.34 | ||||||
RMR | Subsequent event | |||||||
Share Issuances: | |||||||
Common shares issued, including shares issued under business management agreement | 14,336 | 7,803 | |||||
Cole Corporate Income Trust, Inc. (CCIT) | |||||||
Share Issuances: | |||||||
Share consideration, issued or issuable for each CCIT common share (in shares) | 28,439,111 | 28,439,111 |
Per_Common_Share_Amounts_Detai
Per Common Share Amounts (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Per Common Share Amounts | |||
Weighted average common shares outstanding, basic (in shares) | 79,489,000 | 49,822,000 | |
Effect of dilutive securities restricted stock awards | 9,000 | 108,000 | |
Weighted average common shares outstanding, diluted (in shares) | 79,498,000 | 49,930,000 | |
Antidilutive common share equivalents outstanding | 0 | 0 |
Related_Person_Transactions_De
Related Person Transactions (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Jan. 29, 2015 | Mar. 04, 2015 | Mar. 05, 2015 | Dec. 31, 2014 |
property | ||||||
Related Person Transactions | ||||||
Number of properties owned | 115 | |||||
Equity in earnings (loss) of an investee | $72 | ($97) | ||||
Equity in unrealized gain (loss) of an investee | 45 | 19 | ||||
Unsecured revolving credit facility | 141,000 | 77,000 | ||||
Recognized income (loss) related to investment | 72 | -97 | ||||
Cole Corporate Income Trust, Inc. (CCIT) | ||||||
Related Person Transactions | ||||||
Gross purchase price | 2,998,128 | |||||
Assumed mortgage principal | 297,698 | |||||
Assumed working capital | 6,310 | |||||
RMR | ||||||
Related Person Transactions | ||||||
Business management fees incurred | 4,646 | 4,371 | ||||
Estimated incentive fees | 0 | |||||
Incentive fees payable | 0 | |||||
Shares issued under the business management agreement | 18,656 | 8,227 | ||||
Property management and construction supervision fees incurred | 2,625 | 1,490 | ||||
GOV | ||||||
Related Person Transactions | ||||||
Ownership interest previously held (as a percent) | 24.30% | |||||
Percentage of interest, equity method | 28.20% | |||||
GOV | Lakewood | ||||||
Related Person Transactions | ||||||
Aggregate value of shares purchased under shareholder agreements | 95,200 | |||||
Standstill provision period (in years) | 50 years | |||||
Percentage of interest, equity method | 3.90% | |||||
Number shares purchased under shareholder agreement | 3,418,421 | |||||
Lakewood Parties, William Lenehan | ||||||
Related Person Transactions | ||||||
Number of related parties | 1 | |||||
SNH | Cole Corporate Income Trust, Inc. (CCIT) | ||||||
Related Person Transactions | ||||||
Assumed mortgage principal | -29,955 | |||||
SNH | Healthcare properties | Cole Corporate Income Trust, Inc. (CCIT) | ||||||
Related Person Transactions | ||||||
Number of properties owned | 23 | |||||
Gross purchase price | 539,000 | |||||
Assumed mortgage principal | 30,000 | |||||
Assumed working capital | 8,993 | |||||
AIC | ||||||
Related Person Transactions | ||||||
Investment at carrying value | 6,945 | |||||
Equity in earnings (loss) of an investee | 72 | -97 | ||||
Equity in unrealized gain (loss) of an investee | 45 | 19 | ||||
Recognized income (loss) related to investment | $72 | ($97) | ||||
Managing Trustee, Barry Portnoy | Lakewood | ||||||
Related Person Transactions | ||||||
Number shares purchased under shareholder agreement | 107,606 | |||||
Managing Trustee, Barry Portnoy | Lakewood Parties, William Lenehan | ||||||
Related Person Transactions | ||||||
Number shares purchased under shareholder agreement | 2,429 | |||||
Managing Trustee, Adam Portnoy | Lakewood | ||||||
Related Person Transactions | ||||||
Number shares purchased under shareholder agreement | 87,606 | |||||
Managing Trustee, Adam Portnoy | Lakewood Parties, William Lenehan | ||||||
Related Person Transactions | ||||||
Number shares purchased under shareholder agreement | 2,429 |