Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 28, 2020 | Jun. 30, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | INDUSTRIAL PROPERTY TRUST | ||
Entity Central Index Key | 0001558441 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 177,997,481 | ||
Entity Public Float | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Investment in unconsolidated joint venture partnerships | $ 132,160 | $ 113,869 |
Cash and cash equivalents | 15,757 | 5,698 |
Restricted cash | 0 | 65 |
Due from affiliates | 0 | 326 |
Other assets | 3,090 | 13,638 |
Assets held for sale | 2,642,129 | 2,698,028 |
Total assets | 2,793,136 | 2,831,624 |
Liabilities | ||
Accounts payable and accrued liabilities | 700 | 2,322 |
Debt, net | 876,569 | 820,884 |
Due to affiliates | 246 | 217 |
Distributions payable | 23,268 | 23,953 |
Distribution fees payable to affiliates | 10,188 | 18,492 |
Other liabilities | 0 | 7,927 |
Liabilities related to assets held for sale | 771,573 | 777,471 |
Total liabilities | 1,682,544 | 1,651,266 |
Commitments and contingencies (Note 12) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value - 200,000 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 1,607,894 | 1,582,846 |
Accumulated deficit | (501,597) | (420,697) |
Accumulated other comprehensive income | 2,514 | 16,438 |
Total shareholders’ equity | 1,110,591 | 1,180,357 |
Noncontrolling interests | 1 | 1 |
Total equity | 1,110,592 | 1,180,358 |
Total liabilities and equity | 2,793,136 | 2,831,624 |
Class A | ||
Shareholders’ equity: | ||
Common stock, value | 1,060 | 1,057 |
Class T | ||
Shareholders’ equity: | ||
Common stock, value | $ 720 | $ 713 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 105,957,000 | 105,674,000 |
Common stock, shares outstanding | 105,957,000 | 105,674,000 |
Class T | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares issued | 72,043,000 | 71,280,000 |
Common stock, shares outstanding | 72,043,000 | 71,280,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Rental revenues | $ 0 | $ 0 | $ 0 |
Total revenues | 0 | 0 | 0 |
Operating expenses: | |||
Rental expenses | 0 | 0 | 0 |
Real estate-related depreciation and amortization | 0 | 0 | 0 |
General and administrative expenses | 9,492 | 9,557 | 9,191 |
Asset management fees, related party | 1,068 | 1,605 | 507 |
Total operating expenses | 10,560 | 11,162 | 9,698 |
Other (income) expense: | |||
Equity in income of unconsolidated joint venture partnerships | (4,140) | (8,736) | (1,479) |
Other expense | 108 | 74 | 30 |
Net gain on disposition of real estate properties | (6,083) | (3,550) | (44) |
Total other income | (10,115) | (12,212) | (1,493) |
(Loss) income from continuing operations | (445) | 1,050 | (8,205) |
Income (loss) from discontinued operations | 12,510 | (7,887) | (10,027) |
Net income (loss) | 12,065 | (6,837) | (18,232) |
Net income attributable to noncontrolling interests | 0 | 0 | (85) |
Net income (loss) attributable to common shareholders | $ 12,065 | $ (6,837) | $ (18,317) |
Weighted-average shares outstanding (in shares) | 177,663 | 176,283 | 169,270 |
Net income (loss) per common share - basic and diluted | |||
Continuing operations - basic and diluted (in dollars per share) | $ 0 | $ 0.01 | $ (0.05) |
Discontinued Operations - basic and diluted (in dollars per share) | 0.07 | (0.05) | (0.06) |
Net income (loss) per common share - basic and diluted (in dollars per share) | $ 0.07 | $ (0.04) | $ (0.11) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) attributable to common shareholders | $ 12,065 | $ (6,837) | $ (18,317) |
Change from cash flow hedging derivatives | (13,924) | (434) | 2,781 |
Comprehensive loss attributable to common shareholders | $ (1,859) | $ (7,271) | $ (15,536) |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance at Dec. 31, 2016 | $ 1,205,970 | $ 1,574 | $ 1,402,611 | $ (212,807) | $ 14,091 | $ 501 |
Beginning balance, shares at Dec. 31, 2016 | 157,406 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (18,232) | (18,317) | 85 | |||
Change from cash flow hedging derivatives | 2,781 | 2,781 | ||||
Issuance of common stock | 194,109 | $ 190 | 193,919 | |||
Issuance of common stock, shares | 19,014 | |||||
Share-based compensation | 1,267 | 1,267 | ||||
Upfront offering costs | (11,932) | (11,932) | ||||
Trailing distribution fees | 880 | (5,790) | 6,670 | |||
Redemptions of common stock | $ (18,845) | $ (19) | (18,326) | (500) | ||
Redemptions of common stock, shares | (1,906) | (1,906) | ||||
Distributions on common stock | $ (96,528) | (96,443) | (85) | |||
Ending balance at Dec. 31, 2017 | 1,259,470 | $ 1,745 | 1,561,749 | (320,897) | 16,872 | 1 |
Ending balance, shares at Dec. 31, 2017 | 174,514 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (6,837) | (6,837) | ||||
Change from cash flow hedging derivatives | (434) | (434) | ||||
Issuance of common stock | 48,184 | $ 45 | 48,139 | |||
Issuance of common stock, shares | 4,499 | |||||
Share-based compensation | 1,513 | 1,513 | ||||
Upfront offering costs | (568) | (568) | ||||
Trailing distribution fees | 7,579 | 90 | 7,489 | |||
Redemptions of common stock | $ (28,097) | $ (20) | (28,077) | |||
Redemptions of common stock, shares | (2,862) | (2,059) | ||||
Distributions on common stock | $ (100,452) | (100,452) | ||||
Ending balance at Dec. 31, 2018 | 1,180,358 | $ 1,770 | 1,582,846 | (420,697) | 16,438 | 1 |
Ending balance, shares at Dec. 31, 2018 | 176,954 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 12,065 | 12,065 | ||||
Change from cash flow hedging derivatives | (13,924) | (13,924) | ||||
Issuance of common stock | 35,163 | $ 30 | 35,133 | |||
Issuance of common stock, shares | 3,004 | |||||
Share-based compensation | 1,813 | 1,813 | ||||
Upfront offering costs | (557) | (557) | ||||
Trailing distribution fees | 8,305 | 79 | 8,226 | |||
Redemptions of common stock | $ (11,440) | $ (20) | (11,420) | |||
Redemptions of common stock, shares | (1,155) | (1,958) | ||||
Distributions on common stock | $ (101,191) | (101,191) | ||||
Ending balance at Dec. 31, 2019 | $ 1,110,592 | $ 1,780 | $ 1,607,894 | $ (501,597) | $ 2,514 | $ 1 |
Ending balance, shares at Dec. 31, 2019 | 178,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities: | |||
Net income (loss) | $ 12,065 | $ (6,837) | $ (18,232) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Real estate-related depreciation and amortization | 96,510 | 111,942 | 111,649 |
Equity in income of unconsolidated joint venture partnerships | (4,140) | (8,736) | (1,479) |
Straight-line rent and amortization of above- and below-market leases | (6,279) | (9,922) | (12,118) |
Net gain on disposition of real estate properties | (6,083) | (3,550) | (44) |
Other | 4,202 | 3,291 | 3,804 |
Changes in operating assets and liabilities: | |||
Tenant receivables and other assets | (1,958) | 445 | 301 |
Accounts payable, accrued expenses and other liabilities | (6,612) | 5,050 | 3,262 |
Due from / to affiliates, net | 425 | 760 | (3,494) |
Net cash provided by operating activities | 88,130 | 92,443 | 83,649 |
Investing activities: | |||
Real estate acquisitions | (3,624) | (39,918) | (293,444) |
Acquisition deposits | 0 | (100) | (834) |
Proceeds from the disposition of real estate properties | 24,978 | 20,631 | 15,340 |
Capital expenditures and development activities | (47,745) | (43,916) | (43,236) |
Investment in unconsolidated joint venture partnerships | (25,860) | (20,810) | (41,218) |
Distributions from joint venture partnerships | 11,600 | 18,000 | 5,730 |
Net proceeds from sale of joint venture partnership ownership interest | 0 | 4,235 | 0 |
Other | (2,579) | 0 | 0 |
Net cash used in investing activities | (43,230) | (61,878) | (357,662) |
Financing activities: | |||
Proceeds from line of credit | 128,000 | 138,000 | 360,000 |
Repayments of line of credit | (74,000) | (89,000) | (266,000) |
Proceeds from mortgage note | 0 | 0 | 105,000 |
Repayments of mortgage notes | (2,191) | (1,354) | 0 |
Financing costs paid | 0 | (334) | (777) |
Proceeds from issuance of common stock | 0 | 0 | 146,217 |
Offering costs paid related to issuance of common stock | (626) | (614) | (10,740) |
Distributions paid to common shareholders | (57,830) | (44,627) | (39,911) |
Dividends paid on noncontrolling interests | 0 | 0 | (116) |
Distribution fees paid | (8,883) | (7,445) | (6,525) |
Redemptions of common stock | (19,376) | (24,890) | (16,111) |
Net cash (used in) provided by financing activities | (34,906) | (30,264) | 271,037 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 9,994 | 301 | (2,976) |
Cash, cash equivalents and restricted cash, at beginning of period | 5,763 | 5,462 | 8,438 |
Cash, cash equivalents and restricted cash, at end of period | $ 15,757 | $ 5,763 | $ 5,462 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Unless the context otherwise requires, the “Company” refers to Industrial Property Trust and its consolidated subsidiaries. The Company was initially formed on August 28, 2012 as a Maryland corporation. In February 2020, following the consummation of the Asset Sale (defined below), Industrial Property Trust converted, as a legal entity, from a Maryland corporation to a Maryland real estate investment trust (“REIT”). The Company was formed to make equity and debt investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that would be leased to creditworthy corporate customers. Creditworthiness does not necessarily mean that the Company’s customers are or will be investment grade and much of the Company’s customer base is currently comprised of and is expected to continue to be comprised of non-rated and non-investment grade customers. As of December 31, 2019 , the Company owned and managed, either directly or through its minority ownership interests in its joint venture partnerships, a real estate portfolio that included 296 industrial buildings. The Company operates as one reportable segment comprised of industrial real estate. The Company currently operates and has elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013, and the Company intends to continue to operate in accordance with the requirements for qualification as a REIT. The Company utilizes an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) organizational structure to hold all or substantially all of its properties and securities through an operating partnership, Industrial Property Operating Partnership LP (the “Operating Partnership”), of which the Company is the sole general partner and a limited partner. Asset Sale Transaction On July 15, 2019, the Company announced that it had entered into an agreement and plan of merger (as amended and restated on August 20, 2019, the “Merger Agreement”) pursuant to which it or its wholly-owned real estate assets would be acquired by an affiliate or affiliates of Prologis, L.P. in an all cash transaction valued at approximately $4.0 billion , subject to certain transaction costs. On August 22, 2019, the Company announced that it had elected to structure the transaction as a sale of substantially all of the Company’s assets excluding its interests in its unconsolidated joint venture partnerships (the “Asset Sale”), and following the Asset Sale, the Company will continue to exist with its remaining assets consisting primarily of its minority ownership interests in its unconsolidated joint venture partnerships (as described in “ Note 4 ”). The Asset Sale closed on January 8, 2020. See “ Note 14 ” for further detail regarding the closing of the Asset Sale. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. Although the Company owns and may acquire additional properties indirectly through its minority interests in joint venture partnerships, the Company does not intend to directly acquire any additional properties. The Company’s remaining assets consist primarily of its minority interests in two joint venture partnerships. Accordingly, to the extent these notes to the consolidated financial statements describe the Company’s accounting policies with respect to its wholly-owned properties, the disclosure is no longer applicable for periods after the Asset Sale. Basis of Consolidation The consolidated financial statements include the accounts of Industrial Property Trust, the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests. See “Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests. All material intercompany accounts and transactions have been eliminated. Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary. Investment in Real Estate Properties The Company first determines whether an acquisition constitutes a business or asset acquisition. Upon either a business or asset acquisition, the purchase price of a property is allocated to land, building, and intangible lease assets and liabilities based on their relative fair value. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.” If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. Transaction costs associated with the acquisition of a property (including the acquisition fees paid to IPT Advisor LLC (the “Advisor”) and its affiliates) are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheet when certain criteria are met. The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date. Land, building, building and land improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of the Company’s real estate assets are capitalized as incurred. These costs include capitalized interest and development acquisition fees. Other than the transaction costs associated with the acquisition of a property described above, the Company does not capitalize any other costs, such as taxes, salaries or other general and administrative expenses. See “Capitalized Interest” below for additional detail. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: Land Not depreciated Building 20 to 40 years Building and land improvements 5 to 20 years Tenant improvements Lesser of useful life or lease term Lease commissions Over lease term Intangible lease assets Over lease term Above-market lease assets Over lease term Below-market lease liabilities Over lease term, including below-market fixed-rate renewal options Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. Investment in Unconsolidated Joint Venture Partnerships The Company owns minority interests in two joint venture partnerships, which are referred to as the BTC Partnerships. The Company analyzes its investments under GAAP guidance to determine if any joint venture partnership is a variable interest entity (“VIE”) and whether the requisite substantial participating rights described in the GAAP guidance are held by the partners not affiliated with the Company. If a joint venture partnership is not a VIE and the partners hold substantial participating rights, the Company accounts for its investment in the joint venture partnership under the equity method. Under the equity method, the investment is initially recorded at cost and subsequently adjusted to reflect the Company’s proportionate share of equity in the joint venture partnership’s income (loss) and distributions, which is included in investment in unconsolidated joint venture partnership on its consolidated balance sheets. The Company additionally recognizes its proportionate share of the ongoing income or loss of the unconsolidated joint venture partnership in equity in loss of unconsolidated joint venture partnership on the consolidated statements of operations. The Company evaluates its investments in the unconsolidated joint venture partnerships for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. When an impairment indicator is identified, the Company calculates the estimated fair value of the investment using various valuation techniques, including, but not limited to, discounted cash flow models, the Company’s intent and ability to retain its investment in the entity, the financial condition and long-term prospects of the entity, and the expected term of the investment. If the Company determined any decline in value is other-than-temporary, the Company would recognize an impairment charge to reduce the carrying value of its investment to fair value. No impairment losses were recorded related to the unconsolidated joint venture partnerships for the years ended December 31, 2019 , 2018 , and 2017 . See “ Note 4 ” for additional information regarding the BTC Partnerships. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities at the acquisition date of three months or less. Derivative Instruments The Company records its derivative instruments in the consolidated balance sheets at fair value. The Company’s derivative instruments are designated as cash flow hedges and are used to hedge exposure to variability in expected future cash flows, such as future interest payments. For cash flow hedges, the changes in fair value of the derivative instrument that represent changes in expected future cash flows, which are effectively hedged by the derivative instrument, are initially reported as other comprehensive income in the consolidated statements of equity until the derivative instrument is settled. Upon settlement, the effective portion of the hedge is recognized as other comprehensive income and amortized over the term of the designated cash flow or transaction the derivative instrument was intended to hedge. As such, the effective portion of the hedge impacts net income in the same period as the hedged item. The change in value of any derivative instrument that is deemed to be ineffective is charged directly to net income when the determination of hedge ineffectiveness is made. For purposes of determining hedge ineffectiveness, management estimates the timing and potential amount of future interest payments in order to estimate the cash flows of the designated hedged item or transaction. The Company does not use derivative instruments for trading or speculative purposes. Debt Issuance Costs Debt issuance costs include fees and costs incurred to obtain long-term financing. These fees and costs are amortized to interest expense over the terms of the related credit facilities. Unamortized debt issuance costs are written off if debt is retired before its maturity date. Accumulated amortization of debt issuance costs was approximately $10.2 million and $7.8 million as of December 31, 2019 and 2018 , respectively. The Company’s interest expense for the years ended December 31, 2019 , 2018 and 2017 included $2.4 million , $2.4 million and $2.3 million , respectively, of amortization of financing costs. Capitalized Interest The Company capitalizes interest as a cost of development. Capitalization of interest for a particular asset begins when activities necessary to get the asset ready for its intended use are in progress and when interest costs have been incurred. Capitalization of interest ceases when the project is substantially complete and ready for occupancy. For the years ended December 31, 2019 , 2018 and 2017 , approximately $0.9 million , $1.7 million and $2.5 million of interest was capitalized, respectively. Distribution Fees Distribution fees were paid monthly prior to the completion of the Asset Sale. Distribution fees were accrued upon the issuance of Class T shares. The Company accrued for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in shareholders’ equity. See “ Note 10 ” for additional information regarding when distribution fees become payable. Noncontrolling Interests Due to the Company’s control of the Operating Partnership through its sole general partner interest and its limited partner interest, the Company consolidates the Operating Partnership. The limited partner interests not owned by the Company are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from shareholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to the noncontrolling interests on the consolidated statements of operations. Noncontrolling interests also represent the portion of equity in the acquired subsidiary real estate investment trusts (“Subsidiary REITs”), that the Company does not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheets as noncontrolling interests within permanent equity. See “ Note 9 ” for additional information regarding the Subsidiary REITs. Revenue Recognition When a lease is entered into, we first determine if the collectability from the tenant is probable. If the collectability is not probable we recognize revenue when the payment has been received. If the collectability is determined to be probable, we record rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, the Company records receivables from tenants for rent that the Company expects to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. The Company evaluates collectability from its tenants on an ongoing basis. If the assessment of collectability changes during the lease term, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenues. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. As of December 31, 2019 and 2018 , the Company’s allowance for doubtful accounts was approximately $26,000 and $0.4 million , respectively. In connection with property acquisitions, the Company may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date. Upon the disposition of an asset, the Company will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses. Organization and Offering Expenses Organization and offering expenses were accrued by the Company only to the extent that the Company was successful in raising gross offering proceeds. Organization costs were expensed in the period they become reimbursable and offering expenses associated with the Company’s public offerings were recorded as a reduction of gross offering proceeds in additional paid-in capital. See “ Note 10 ” for additional information regarding when organization and offering expenses became reimbursable. Income Taxes The Company currently operates as a REIT under the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes, and elected to be treated as a REIT beginning with its taxable year ended December 31, 2013. As a REIT, the Company generally is not subject to U.S. federal income taxes on net income it distributes to its shareholders. The Company intends to make timely distributions sufficient to satisfy the annual distribution requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and U.S. federal income and excise taxes on its undistributed income. Net Income (Loss) Per Common Share The Company computes net income (loss) per common share, net income (loss) per common share from continuing operations and net income (loss) per common share from discontinuing operations by dividing net income (loss) attributable to common shareholders, income (loss) from continuing operations and income (loss) from discontinuing operations, respectively, by the weighted-average number of common shares outstanding during the period for each class. Although we only have one class of common shares following the completion of the Asset Sale, we had two classes of shares of common stock prior thereto. For the periods during which we had two share classes, there were no class specific expenses and each class of shares participated equally in the profits and losses of the Company. There were no dilutive shares for the years ended December 31, 2019 , 2018 and 2017 . Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that the Company could realize upon settlement. The fair value hierarchy is as follows: Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3—Unobservable inputs that cannot be corroborated by observable market data. Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Subtopic 842)” (“ASU 2016-02”), which provides guidance for greater transparency in financial reporting by organizations that lease assets such as real estate, airplanes and manufacturing equipment by requiring such organizations to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted the standard when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. Under the practical expedients election, the Company was not required to reassess: (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for expired or existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. The practical expedient also allowed the Company to not separate tenant reimbursement revenue from rental revenue if certain criteria were met. The Company assessed the criteria and concluded that the timing and pattern of transfer for rental revenue and the related tenant reimbursement revenue are the same and the lease component, if accounted for separately, would be classified as an operating lease. As such, the Company accounts for and presented rental revenue and tenant reimbursement revenue as a single component in the condensed consolidated statements of operations. Additionally, guidance and targeted improvements to ASU 2016-02 were made through the issuance of supplemental ASUs. In January 2018, the FASB issued ASU No. 2018-01, “Leases (Subtopic 842): Land Easement Practical Expedient for Transition to Topic 842” (“ASU 2018-01”), which updates ASU 2016-02 to include land easements under the updated guidance, including the option to elect the practical expedient discussed above. In addition, in December 2018, the FASB issued ASU No. 2018-20, “Narrow—Scope Improvements for Lessors” (“ASU 2018-20”), which updates ASU 2016-02 by providing the option to elect a practical expedient for lessors to exclude sales and other similar taxes from the transaction price of the contract, requires lessors to exclude from revenue and expense lessor costs paid directly to a third party by lessees, and clarifies lessors’ accounting for variable payments related to both lease and nonlease components. The Company adopted these ASUs using the modified retrospective transition approach when they became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standards. The adoption of ASU 2016-02 and its supplemental standards did not have a material effect on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. The Company adopted ASU 2017-12 as of the reporting period beginning on January 1, 2019. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements. In July 2019, the FASB issued ASU No. 2019-07, “Codification Updates to SEC Sections” (“ASU 2019-07”), which updates various codification topics by clarifying or improving the disclosure requirements to align with the SEC’s regulations. The Company adopted this standard immediately upon its issuance. The adoption did not have a material effect on the Company’s consolidated financial statements. |
ASSETS HELD FOR SALE AND DISCON
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | 3. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS Assets Held For Sale The Company classifies a property as held for sale when certain criteria are met, in accordance with GAAP. Assets classified as held for sale are expected to be sold to a third party. At such time the property meets the held for sale criteria, the respective assets and liabilities are presented separately in the consolidated balance sheets and depreciation is no longer recognized. Assets held for sale are reported at the lower of their carrying amount or their estimated fair value less the costs to sell the assets. As of December 31, 2019, all of our wholly-owned properties, which consisted of 236 industrial buildings, that are part of the Asset Sale met the criteria to be classified as held for sale. The following table summarizes the amounts held for sale as of December 31, 2019 and 2018. We subsequently completed the Asset Sale in January 2020. See “ Note 14 ” for additional information regarding the completion of the Asset Sale. As of (in thousands) December 31, 2019 December 31, 2018 Land $ 784,469 $ 789,840 Building and improvements 1,976,044 1,956,788 Intangible lease assets 192,957 208,234 Construction in progress 24,308 16,071 Accumulated depreciation and amortization (381,271 ) (310,135 ) Net investment in real estate properties 2,596,507 2,660,798 Straight-line and tenant receivables, net 32,350 28,838 Other assets 13,272 8,392 Assets held for sale $ 2,642,129 $ 2,698,028 Accounts payable and accrued expenses $ 16,655 $ 20,478 Mortgage notes, net 716,470 717,940 Other liabilities 38,448 39,053 Liabilities related to assets held for sale $ 771,573 777,471 Discontinued Operations The Company classifies the results of operations and the respective aggregate net gain (loss) as discontinued operations when the disposal of a property or a group of properties represents a strategic shift that has or will have a major effect on the Company’s operations and financial results. Discontinued operations are reflected on the consolidated statements of operations when such property or group of properties have been disposed of or meet the criteria to be classified as held for sale. Discontinued operations for the periods presented below include the results of operations for the properties classified as held for sale (as described above) as of December 31, 2019. The following table summarizes the amounts included in discontinued operations in the consolidated statements of operations: For the Year Ended December 31, (in thousands) 2019 2018 2017 Rental revenues $ 250,715 $ 241,299 $ 223,358 Rental expenses (66,476 ) (63,670 ) (58,053 ) Real estate-related depreciation and amortization (96,402 ) (111,868 ) (111,619 ) Asset management fees, related party (23,194 ) (23,247 ) (21,963 ) Interest expense (52,133 ) (50,401 ) (41,750 ) Income (loss) from discontinued operations $ 12,510 $ (7,887 ) $ (10,027 ) The following table summarizes the significant cash flows related to discontinued operations in the consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2019 2018 2017 Real estate-related depreciation and amortization $ 96,402 $ 111,868 $ 111,619 Straight-line rent and amortization of above- and below-market leases $ (6,279 ) $ (9,922 ) $ (12,118 ) Capital expenditures and development activities (47,745 ) (43,916 ) (43,236 ) |
INVESTMENT IN UNCONSOLIDATED JO
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES PARTNERSHIPS | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES PARTNERSHIPS | 4. INVESTMENT IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS The Company has entered into joint venture partnerships with third-party investors for purposes of investing in industrial properties located in certain major U.S. distribution markets. The Company reports its investments in the Build-To-Core Industrial Partnership I LP (the “BTC I Partnership”) and the Build-To-Core Industrial Partnership II LP (the “BTC II Partnership” and, together with the BTC I Partnership, the “BTC Partnerships”) under the equity method on its consolidated balance sheets due to the fact that the Company maintains significant influence in each partnership. The following table summarizes the Company’s investment in the unconsolidated joint venture partnerships: As of Investment in Unconsolidated December 31, 2019 December 31, 2018 ($ in thousands) Ownership Percentage Number of Buildings (1) Ownership Percentage Number of Buildings (1) December 31, December 31, BTC I Partnership 20.0% 39 20.0% 36 $ 102,965 $ 97,128 BTC II Partnership 8.0% 21 8.0% 13 29,195 16,741 Total joint venture partnerships 60 49 $ 132,160 $ 113,869 (1) Represents acquired or completed buildings. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | 5. DEBT As of December 31, 2019, the Company’s consolidated indebtedness was comprised of borrowings under its line of credit, term loans and mortgage notes. Borrowings under the non-recourse mortgage notes are secured by mortgages or deeds of trust and related assignments and security interests in collateralized and certain cross-collateralized properties, which are generally owned by single purpose entities. All of the Company’s debt was repaid in connection with the closing of the Asset Sale in January 2020. A summary of the Company’s debt is as follows: Weighted-Average Balance as of ($ in thousands) December 31, 2019 December 31, 2018 Maturity Date December 31, 2019 December 31, 2018 Line of credit (1) 2.91 % 3.38 % January 2020 $ 378,000 $ 324,000 Term loan (2) 2.50 2.65 January 2021 350,000 350,000 Term loan (3) 3.16 4.05 May 2022 150,000 150,000 Total principal amount / weighted-average 2.79 % 3.19 % 878,000 824,000 Less unamortized debt issuance costs $ (1,431 ) $ (3,116 ) Total debt, net (excluding debt related to assets held for sale) $ 876,569 $ 820,884 Fixed-rate mortgage notes related to assets held for sale, ne t of unamortized debt issuance costs (4) 3.36 % 3.36 % July 2020 - December 2025 716,470 717,940 Total debt, net / weighted-average (including debt related to assets held for sale) (5) 3.04 % 3.27 % $ 1,593,039 $ 1,538,824 Gross book value of properties encumbered by debt $ 1,154,412 $ 1,147,963 (1) The effective interest rate is calculated based on either: (i) the London Interbank Offered Rate (“LIBOR”) multiplied by a statutory reserve rate plus a margin ranging from 1.40% to 2.30% ; or (ii) an alternative base rate plus a margin ranging from 0.40% to 1.30% , each depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $150.0 million in borrowings under this line of credit. (2) The effective interest rate is calculated based on either: (i) LIBOR multiplied by a statutory reserve rate, plus a margin ranging from 1.35% to 2.20% ; or (ii) an alternative base rate plus a margin ranging from 0.35% to 1.20% , each depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements. (3) The effective interest rate is calculated based on either: (i) LIBOR multiplied by a statutory reserve rate, plus a margin ranging from 1.30% to 2.15% ; or (ii) an alternative base rate plus a margin ranging from 0.30% to 1.15% , each depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate. (4) Interest rates range from 2.94% to 3.65% , which includes the effects of an interest rate swap agreement relating to a variable-rate mortgage note with an outstanding amount of $93.7 million and $95.6 million as of December 31, 2019 and December 31, 2018 , respectively. (5) The weighted-average remaining term of the Company’s consolidated debt was approximately 2.5 years as of December 31, 2019 , excluding any extension options on the line of credit. Debt Covenants The Company’s line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate level financial covenants, including leverage ratio, fixed charge coverage ratio, and tangible net worth thresholds. The Company was in compliance with its debt covenants as of December 31, 2019 and all of the Company’s debt was repaid in connection with the closing of the Asset Sale in January 2020. Derivative Instruments To manage interest rate risk for certain of its variable-rate debt, the Company uses interest rate swaps as part of its risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by providing a fixed interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. As of December 31, 2019 , the Company had 11 outstanding interest rate swap agreements, which were associated with $593.7 million of debt, that were designated as cash flow hedges of interest rate risk. Certain of the Company’s variable-rate borrowings are not hedged, and therefore, to an extent, the Company has on-going exposure to interest rate movements. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. For the years ended December 31, 2019 , 2018 and 2017 , there was no hedge ineffectiveness. The Company expects no hedge ineffectiveness in the next 12 months. All of the Company’s debt was repaid in connection with the closing of the Asset Sale in January 2020, and as a result, the derivative instruments were settled in January 2020 as well. Assuming the debt remained outstanding during the next 12 months, the Company estimates that approximately $ 2.6 million would have been reclassified as a decrease to interest expense related to active effective hedges of existing floating-rate debt. The BTC Partnerships, which are not consolidated by the Company under GAAP, continue to have debt outstanding. The following table summarizes the location and fair value of the cash flow hedges on the Company’s consolidated balance sheets: ($ in thousands) Number of Notional Balance Sheet Fair As of December 31, 2019 Interest rate swaps 11 $ 593,749 Other assets $ 2,514 As of December 31, 2018 Interest rate swaps 11 $ 595,626 Other assets $ 16,438 The following table presents the effect of the Company’s cash flow hedges on the Company’s consolidated financial statements: For the Year Ended (in thousands) 2019 2018 2017 Derivative Instruments Designated as Cash Flow Hedges (Loss) gain recognized in AOCI $ (6,645 ) $ 5,165 $ 3,452 Gain reclassified from AOCI into interest expense (7,279 ) (5,599 ) (671 ) Total interest expense presented in the consolidated statements of operations in which the effects of the cash flow hedges are recorded (1) 52,133 50,401 41,750 (1) Interest expense is included in discontinued operations on the consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 6. FAIR VALUE The Company estimates the fair value of its financial instruments using available market information and valuation methodologies it believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that the Company would realize upon disposition of its financial instruments. Fair Value Measurements on a Recurring Basis The following table presents the Company’s financial instruments measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total Fair Value As of December 31, 2019 Assets Derivative instruments $ — $ 2,514 $ — $ 2,514 Total assets measured at fair value $ — $ 2,514 $ — $ 2,514 As of December 31, 2018 Assets Derivative instruments $ — $ 16,438 $ — $ 16,438 Total assets measured at fair value $ — $ 16,438 $ — $ 16,438 The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Derivative Instruments. The derivative instruments are interest rate swaps. The interest rate swaps are standard cash flow hedges whose fair value is estimated using market-standard valuation models. Such models involve using market-based observable inputs, including interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements, which we have concluded are not material to the valuation. Due to the interest rate swaps being unique and not actively traded, the fair value is classified as Level 2. See “ Note 5 ” above for further discussion of the Company’s derivative instruments. Nonrecurring Fair Value of Financial Measurements As of December 31, 2019 and 2018 , the fair values of cash and cash equivalents, restricted cash, tenant receivables, due from/to affiliates, accounts payable and accrued liabilities, and distributions payable approximate their carrying values due to the short-term nature of these instruments. The table below includes fair values for certain of the Company’s financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows: As of December 31, 2019 As of December 31, 2018 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities Line of credit $ 378,000 $ 378,000 $ 324,000 $ 324,000 Term loans 500,000 500,000 500,000 500,000 Mortgage notes 719,335 726,049 721,526 698,603 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 7. INCOME TAXES The Company has concluded that there was no impact related to uncertain tax positions from the results of operations of the Company for the years ended December 31, 2019 , 2018 and 2017 . The U.S. is the major tax jurisdiction for the Company and the earliest tax year subject to examination by the taxing authority is 2015 . Distributions Distributions to shareholders are characterized for U.S. federal income tax purposes as: (i) ordinary income; (ii) non-taxable return of capital; or (iii) long-term capital gain. Distributions that exceed the Company’s current and accumulated tax earnings and profits constitute a return of capital and reduce the shareholders’ basis in the common shares. To the extent that a distribution exceeds both current and accumulated earnings and profits and the shareholders’ basis in the common shares, the distributions will generally be treated as a gain from the sale or exchange of such shareholders’ common shares. For taxable years beginning before January 1, 2026, all distributions (other than distributions designated as capital gain distributions and distributions traceable to distributions from a taxable REIT subsidiary) are eligible for a 20% deduction from gross income. At the beginning of each year, the Company notifies its shareholders of the taxability of the distributions paid during the preceding year. The following table summarizes the information reported to investors regarding the taxability of distributions on common stock, as a percentage of total distributions, for the years ended December 31, 2019 , 2018 and 2017 . For the Year Ended (unaudited) 2019 2018 2017 Ordinary income 36.34 % 33.53 % 33.05 % Non-taxable return of capital 59.83 60.55 52.10 Long-term capital gain 3.83 5.92 14.85 Total distribution 100.00 % 100.00 % 100.00 % |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | 8. SHAREHOLDERS’ EQUITY Public Offering On July 24, 2013, the Company commenced an initial public offering of up to $2.0 billion in common shares at $10.00 per share, including up to $500.0 million in shares offered under the Company’s distribution reinvestment plan. On June 30, 2017, the Company terminated the primary portion of the public offering. Beginning with the third quarter of 2019, the Company suspended the offering of shares pursuant to its distribution reinvestment plan in connection with the Company’s original announcement of the Merger Agreement described in “ Note 1 .” The Company registered $311.9 million in common shares to be sold pursuant to its distribution reinvestment plan and immediately prior to suspending the distribution reinvestment plan, offered the shares at a price equal to the net asset value (“NAV”) per share most recently disclosed by the Company, which was $12.33 as of November 30, 2018. Following the closing of the Asset Sale, the Company terminated the distribution reinvestment plan. Common Stock The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below: (in thousands) Class A Class T Total Balance as of December 31, 2016 99,374 58,032 157,406 Issuance of common stock: Primary shares 3,696 10,468 14,164 DRIP 2,910 1,794 4,704 Stock grants 151 — 151 Redemptions (1,537 ) (369 ) (1,906 ) Forfeitures (5 ) — (5 ) Balance as of December 31, 2017 104,589 69,925 174,514 Issuance of common stock: DRIP 2,601 1,736 4,337 Stock grants 180 — 180 Redemptions (1,678 ) (381 ) (2,059 ) Forfeitures (18 ) — (18 ) Balance as of December 31, 2018 105,674 71,280 176,954 Issuance of common stock: DRIP 1,719 1,133 2,852 Stock grants 158 — 158 Redemptions (1,588 ) (370 ) (1,958 ) Forfeitures (6 ) — (6 ) Balance as of December 31, 2019 105,957 72,043 178,000 Distributions The following table summarizes the Company’s distribution activity (including distributions reinvested in the Company’s common shares) for the quarters ended below: Amount (in thousands, except per share data) Declared per Common Share (1) Paid in Cash Reinvested in Shares Distribution Fees (2) Gross Distributions (3) 2019 December 31 $ 0.14250 $ 23,268 $ — $ 2,071 $ 25,339 September 30 0.14250 23,266 — 2,070 25,336 June 30 0.14250 11,641 11,601 2,052 25,294 March 31 0.14250 11,490 11,699 2,033 25,222 Total $ 0.57000 $ 69,665 $ 23,300 $ 8,226 $ 101,191 2018 December 31 $ 0.14250 $ 11,433 $ 11,863 $ 1,900 $ 25,196 September 30 0.14250 11,350 11,897 1,880 25,127 June 30 0.14250 11,262 11,980 1,864 25,106 March 31 0.14250 11,092 12,086 1,845 25,023 Total $ 0.57000 $ 45,137 $ 47,826 $ 7,489 $ 100,452 2017 December 31 $ 0.14250 $ 10,923 $ 12,222 $ 1,781 $ 24,926 September 30 0.14250 10,820 12,242 1,764 24,826 June 30 0.14250 10,349 11,868 1,630 23,847 March 31 0.14250 9,902 11,447 1,495 22,844 Total $ 0.57000 $ 41,994 $ 47,779 $ 6,670 $ 96,443 (1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of trustees per Class A share and per Class T share of common stock. The quarterly distribution on Class T shares of common stock is reduced by the distribution fees that are payable monthly with respect to such Class T shares (as calculated on a daily basis). (2) Distribution fees are paid monthly to Black Creek Capital Markets, LLC (the “Dealer Manager”) with respect to Class T shares issued in the primary portion of the public offering only. Refer to “ Note 10 ” for further detail regarding distribution fees. (3) Gross distributions are total distributions before the deduction of distribution fees relating to Class T shares. Redemptions In connection with the Company’s original announcement of the Merger Agreement described in “Note 1,” the Company suspended its share redemption program, effective as of the third quarter of 2019. Prior to the suspension and subject to certain restrictions and limitations, the Company’s common shares were redeemed for cash at a price that reflected up to a 7.5% discount from the purchase price paid for the shares being redeemed. Prior to the limited reinstatement of the share redemption program, as described below, in order to be eligible for redemption, shares must have been held for a minimum of one year , subject to certain exceptions. The Company was not obligated to redeem shares under the share redemption program. The discount from the purchase price paid for the redeemed shares varied based upon the length of time that the shares had been held, as follows: Share Purchase Anniversary Redemption Price as a Percentage of Purchase Price Less than one year No redemption allowed One year 92.5% Two years 95.0% Three years 97.5% Four years and longer 100.0% The following table summarizes the Company’s redemption activity for the periods presented below: For the Year Ended December 31, (in thousands, except per share data) 2019 2018 2017 Number of eligible shares redeemed 1,155 2,862 1,906 Aggregate dollar amount of shares redeemed $ 11,440 $ 28,097 $ 18,345 Average redemption price per share $ 9.90 $ 9.82 $ 9.62 Following the closing of the Asset Sale, the Company reinstated the share redemption program solely with respect to redemptions requested in connection with the death of a shareholder. The aggregate dollar amount of redemptions that can be made under the program is capped at $1.0 million . |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | 9. NONCONTROLLING INTERESTS Special Units In September 2012, the Operating Partnership issued 100 partnership units (“Special Units”) to the parent of the Advisor for consideration of $1,000 . The holder of the Special Units does not participate in the profits and losses of the Operating Partnership. Amounts distributable to the holder of the Special Units will depend on operations and the amount of net sales proceeds received from asset dispositions or upon other events. In general, after holders of OP Units, in aggregate, have received cumulative distributions equal to their capital contributions plus a 6.5% cumulative, non-compounded annual pre-tax return on their net contributions, the holder of the Special Units and the holder of OP units will receive 15% and 85% , respectively, of the net sales proceeds received by the Operating Partnership upon the disposition of the Operating Partnership’s assets. In addition, the Special Units may be redeemed by the Operating Partnership, upon the earliest to occur of the following events: a “Liquidity Event” (as defined below); or the occurrence of certain events that result in the termination or non-renewal of the Advisory Agreement, as defined in “ Note 10 ,” between the Advisor, the Company, and the Operating Partnership. A Liquidity Event is defined as (i) a listing of the Company’s common shares on a national securities exchange (or the receipt by the Company’s shareholders of securities that are listed on a national securities exchange in exchange for the Company’s common shares); (ii) a sale, merger or other transaction in which the Company’s shareholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; or (iii) the sale of all or substantially all of the Company’s assets where the Company’s shareholders either receive, or have the option to receive, cash or other consideration. The Company has determined that the Special Units are: (i) not redeemable at a fixed or determinable amount on a fixed or determinable date, at the option of the holder, or (ii) redeemable only upon events that are solely within the Company’s control. As a result, the Company classifies the Special Units as noncontrolling interests within permanent equity. See “Note 14” for information regarding the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Third A&R Partnership Agreement”), which was entered into following the completion of the Asset Sale. Subsidiary REITs During the year ended December 31, 2016, the Company acquired controlling interests in four Subsidiary REITs that each own one building for a total aggregate purchase price of approximately $106.3 million . The Company indirectly owned and controlled the respective managing member of each of the Subsidiary REITs. Noncontrolling interests represent the portion of equity in the Subsidiary REITs that the Company does not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheet as noncontrolling interests within permanent equity. The noncontrolling interests consisted of redeemable preferred shares with a 12.5% annual preferred dividend. Collectively, the Subsidiary REITs had 500 preferred shares issued and outstanding at a par value of $1,000 per share, for an aggregate amount of $0.5 million . The preferred shares were non-voting and had no rights to income or loss. On November 20, 2017, the preferred shares were redeemed by the respective Subsidiary REITs for $1,000 per share, plus accumulated and unpaid dividends and a redemption premium, for an aggregate amount of approximately $0.6 million . The Subsidiary REITs were subsequently dissolved. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 10. RELATED PARTY TRANSACTIONS The Company relies on the Advisor, a related party, to manage the Company’s day-to-day operating and acquisition activities and to implement the Company’s investment strategy pursuant to the terms of the amended and restated advisory agreement, dated June 12, 2019 and amended October 7, 2019, by and among the Company, the Operating Partnership, and the Advisor, (the “Advisory Agreement”). The current term of the Advisory Agreement ends June 12, 2020, subject to renewals by the Company’s board for an unlimited number of successive one -year periods. The Dealer Manager provided dealer manager services in connection with the Company’s public offering. The Sponsor, which owns the Advisor, is presently directly or indirectly majority owned by the estate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker and/or their respective affiliates, and the Sponsor and the Advisor are jointly controlled by the estate of Mr. Blumberg and Messrs. Mulvihill and Zucker and/or their respective affiliates. The Dealer Manager is presently directly or indirectly majority owned, controlled and/or managed by the estate of Mr. Blumberg, Messrs Mulvihill and/or Mr. Zucker and/or their affiliates. Mr. Zucker is the Chairman of our board. The Advisor and the Dealer Manager received compensation from the Company in the form of fees and expense reimbursements for certain services relating to the Company’s public offering and for the investment and management of the Company’s assets. The following summarizes these fees and expense reimbursements as of December 31, 2019: Sales Commissions. Sales commissions were payable to the Dealer Manager, all of which were reallowed to participating unaffiliated broker dealers, and were equal to up to 7.0% and 2.0% of the gross proceeds from the sale of Class A shares and Class T shares, respectively, in the primary offering. Dealer Manager Fees. Dealer manager fees were payable to the Dealer Manager, a portion of which were reallowed to unaffiliated participating broker dealers, and were equal to up to 2.5% and 2.0% of the gross proceeds from the sale of Class A shares and Class T shares, respectively, in the primary offering. Distribution Fees. Distribution fees were payable to the Dealer Manager with respect to Class T shares issued in the primary portion of the public offering only. All or a portion of the distribution fees were typically reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers or broker dealers servicing accounts of investors who owned Class T shares, referred to as servicing broker dealers. The distribution fees accrued daily, were payable monthly in arrears and were paid on a continuous basis from year to year. The distribution fees were calculated on outstanding Class T shares issued in the primary portion of the public offering only, in an amount equal to 1.0% per annum of the estimated per share value of Class T shares. The Company made final payments of distribution fees following the Asset Sale and no further distribution fees are due and payable. Acquisition Fees. Acquisition fees are payable to the Advisor in connection with the acquisition of real property, and will vary depending on whether the Advisor provides development services or development oversight services, each as described below, in connection with the acquisition (including, but not limited to, forward commitment acquisitions) or stabilization (including, but not limited to, development and value-add transactions) of such real property, or both. The Company refers to such properties for which the Advisor provides development services or development oversight services as development real properties. For each real property acquired for which the Advisor does not provide development services or development oversight services, the acquisition fee is an amount equal to 2.0% of the total purchase price of the properties acquired (or the Company’s proportional interest therein), including in all instances real property held in joint venture partnerships or co-ownership arrangements. In connection with providing services related to the development, construction, improvement or stabilization, including tenant improvements of development real properties, which the Company refers to collectively as development services, or overseeing the provision of these services by third parties on the Company’s behalf, which the Company refers to as development oversight services, the acquisition fee, which the Company refers to as the development acquisition fee, will equal up to 4.0% of total project cost, including debt, whether borrowed or assumed (or the Company’s proportional interest therein with respect to real properties held in joint venture partnerships or co-ownership arrangements). If the Advisor engages a third party to provide development services directly to the Company, the third party will be compensated directly by the Company and the Advisor will receive the development acquisition fee if it provides the development oversight services. With respect to an acquisition of an interest in a real estate-related entity, the acquisition fee will equal: (i) 2.0% of the Company’s proportionate share of the purchase price of the property owned by any real estate-related entity in which the Company acquires a majority economic interest or that the Company consolidates for financial reporting purposes in accordance with GAAP; and (ii) 2.0% of the purchase price in connection with the acquisition of any interest in any other real estate-related entity. In addition, the Advisor is entitled to receive an acquisition fee of 1.0% of the purchase price, including any third-party expenses related to such investment, in connection with the acquisition or origination of any type of debt investment or other investment. Asset Management Fees. Asset management fees consist of: (i) a monthly fee of one-twelfth of 0.80% of the aggregate cost (including debt, whether borrowed or assumed, and before non-cash reserves, depreciation and amortization expenses and acquisition fees paid to the Advisor) of each real property asset within the Company’s portfolio (or the Company’s proportional interest therein with respect to real property held in joint venture partnerships, co-ownership arrangements or real estate-related entities in which the Company owns a majority economic interest or that the Company consolidates for financial reporting purposes in accordance with GAAP), provided, that the monthly asset management fee with respect to each real property asset located outside the U.S. that the Company owns, directly or indirectly, will be one-twelfth of 1.20% of the aggregate cost (including debt, whether borrowed or assumed, and before non-cash reserves, depreciation and amortization expenses and acquisition fees paid to the Advisor) of such real property asset; (ii) a monthly fee of one-twelfth of 0.80% of the aggregate cost or investment (before non-cash reserves, depreciation and amortization expenses and acquisition fees paid to the Advisor, as applicable) of any interest in any other real estate-related entity or any type of debt investment or other investment; and (iii) with respect to a disposition, a fee equal to 2.5% of the total consideration paid in connection with the disposition, calculated in accordance with the terms of the Advisory Agreement. In October 2019, the asset management fee owed with respect to the disposition of wholly-owned properties was reduced from 2.5% to 0.62% . The term “disposition” shall include: (i) a sale of one or more assets; (ii) a sale of one or more assets effectuated either directly or indirectly through the sale of any entity owning such assets, including, without limitation, the Company or the Operating Partnership; (iii) a sale, merger, or other transaction in which the shareholders either receive, or have the option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company; or (iv) a listing of the Company’s common shares on a national securities exchange or the receipt by the Company’s shareholders of securities that are listed on a national securities exchange in exchange for the Company’s common shares. Organization and Offering Expenses. The Company reimbursed the Advisor or its affiliates for cumulative organization expenses and for cumulative expenses of its public offerings up to 2.0% of the aggregate gross offering proceeds from the sale of shares in its public offerings. The Advisor or an affiliate of the Advisor was responsible for the payment of the Company’s cumulative organization expenses and offering expenses to the extent that such cumulative expenses exceeded the 2.0% organization and offering expense reimbursement for the Company’s public offerings, without recourse against or reimbursement by the Company. Organization and offering expenses were accrued by the Company only to the extent that the Company was successful in raising gross offering proceeds. Organization costs were expensed in the period they became reimbursable and offering costs were recorded as a reduction of gross offering proceeds in additional paid-in capital. Other Expense Reimbursements. In addition to the reimbursement of organization and offering expenses, provided that the Advisor will not be reimbursed for costs of personnel to the extent that such personnel perform services for which the Advisor receives a separate fee, the Company is obligated, subject to certain limitations, to reimburse the Advisor for all of the costs it incurs in connection with the services it provides to the Company, including, without limitation, personnel (and related employment) costs and overhead (including, but not limited to, allocated rent paid to both third parties and an affiliate of the Advisor, equipment, utilities, insurance, travel and entertainment, and other costs) incurred by the Advisor or its affiliates, including, but not limited to, total compensation, benefits and other overhead of all employees involved in the performance of such services. The Advisor may utilize its employees to provide such services and in certain instances those employees may include the Company’s executive officers. Property Management and Leasing Fees. Property management fees may be paid to the Property Manager in an amount equal to a market-based percentage of the annual gross revenues of the applicable property. For each property managed by the Property Manager and owned by the Company, the fee is expected to range from 2.0% to 5.0% of the annual gross revenues. The Company may also pay the Property Manager a separate fee for initially leasing-up its properties, for leasing vacant space in the Company’s real properties and for renewing or extending current leases on the Company’s real properties. Such initial leasing fee will be in an amount that is usual and customary for comparable services rendered to similar assets in the geographic market of the asset (generally expected to range from 2.0% to 8.0% of the projected first year’s annual gross revenues under the lease). The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services described above, and any related amounts payable: For the Year Ended Receivable (Payable) as of December 31, December 31, (in thousands) 2019 2018 2017 Expensed: Asset management fees (1) $ 23,938 $ 23,964 $ 22,470 $ (3 ) $ (69 ) Asset management fees related to dispositions (2) 982 1,435 496 — — Other expense reimbursements (3) 5,096 5,055 4,301 — (510 ) Total $ 30,016 $ 30,454 $ 27,267 $ (3 ) $ (579 ) Capitalized: Acquisition fees $ 309 845 6,148 $ — (62 ) Development acquisition fees (4) 2,555 1,281 778 11 (61 ) Total $ 2,864 $ 2,126 $ 6,926 $ 11 $ (123 ) Additional Paid-In Capital: Sales commissions $ — $ — $ 4,491 $ — $ — Dealer manager fees — — 3,026 — — Offering costs 557 568 4,415 — (70 ) Distribution fees—current (5) 8,226 7,489 5,790 — (657 ) Distribution fees—trailing (5) — — — (10,188 ) (18,492 ) Total $ 8,783 $ 8,057 $ 17,722 $ (10,188 ) $ (19,219 ) (1) Includes asset management fees other than asset management fees related to dispositions. (2) Asset management fees that relate to the Company’s proportionate share of the disposition fee associated with the dispositions of joint venture partnership properties are included in asset management fees on the Company’s consolidated statement of operations. Asset management fees that relate to the disposition fee associated with dispositions of wholly-owned properties are netted against the respective gain from dispositions and are included in the related net gain amount on the Company’s consolidated statements of operations. (3) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the Advisory Agreement, and are included in general and administrative expenses on the Company’s consolidated statements of operations. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to activities for which the Advisor does not otherwise receive a separate fee. A portion of compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its consolidated statements of operations. The Company reimbursed the Advisor approximately $4.4 million , $4.0 million and $4.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, related to these compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment. (4) Development acquisition fees are included in the total development project costs of the respective properties and are capitalized in construction in progress, which is included in net investment in real estate properties on the Company’s consolidated balance sheets. Amounts also include the Company’s proportionate share of development acquisition fees relating to the joint venture partnerships, which is included in investment in unconsolidated joint venture partnerships on the Company’s consolidated balance sheets. (5) The distribution fees accrued daily and were payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the consolidated balance sheets. Additionally, the Company accrued for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the consolidated balance sheets. All or a portion of the distribution fees were reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers or broker dealers servicing accounts of investors who own Class T shares. Joint Venture Partnerships. Each of the BTC I Partnership and the BTC II Partnership (described in “ Note 4 ”) pay fees to a wholly-owned subsidiary of the Advisor that is a special limited partner in the respective joint venture partnership for providing advisory services to the respective joint venture partnership. These advisory services include acquisition and asset management services and, to the extent applicable, development management and development oversight services. In addition, the partnership agreements for the joint venture partnerships contain procedures for making distributions to the parties, including incentive distributions to the special limited partner (which is a subsidiary of the Advisor), which are subject to certain return thresholds being achieved. The obligations of the subsidiaries of the Advisor to provide advisory services to the respective joint venture partnerships will terminate upon termination of the Advisory Agreement with the exception that if the Advisory Agreement is terminated other than for “cause,” the respective subsidiaries of the Advisor will have the option, in their sole discretion, to seek to become the administrative general partner of the respective joint venture partnership; subject to certain conditions. If the subsidiary of the Advisor is made the administrative general partner, then the subsidiary will continue to provide the advisory services and receive the same fees as those to which it was entitled prior to becoming the administrative general partner, but the subsidiary will not control or manage the respective joint venture partnership. As a result of the payment of the fees to the respective subsidiaries of the Advisor by the respective joint venture partnerships, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the subsidiaries, and (ii) the percentage interest of the respective joint venture partnership owned by the Company or any entity in which the Company owns an interest. Accordingly, with respect to each joint venture partnership, the aggregate of all fees paid to the respective subsidiary of the Advisor will not, with respect to the interests in the joint venture partnership held by the Company or any entity in which the Company owns an interest, exceed the aggregate amounts otherwise payable to the Advisor pursuant to the Advisory Agreement. For the years ended December 31, 2019 , 2018 , and 2017 , the joint venture partnerships incurred in aggregate approximately $11.1 million , $7.5 million , and $5.8 million , respectively, in acquisition and asset management fees which were paid to the Advisor and its wholly-owned subsidiary pursuant to the respective service agreements. As of December 31, 2019 , the Company had amounts due to the joint venture partnerships in aggregate of approximately $10,150 , which were recorded in due to affiliates on the consolidated balance sheets, and as of December 31, 2018 , the Company had amounts due from the joint venture partnerships in aggregate of approximately $0.2 million , which were recorded in due from affiliates on the consolidated balance sheets. Transactions with Affiliates In September 2012, the Company sold 20,000 shares of common stock to the Advisor at a price of $10.00 per share. The Company subsequently contributed $2,000 to IPT-GP Inc. (“IPT-GP”), which was a wholly-owned subsidiary of the Company and was the sole general partner of the Operating Partnership until March 2013, when IPT-GP was dissolved as described below. In September 2012, the Operating Partnership issued 19,800 Operating Partnership Units (“OP Units”) to the Company in exchange for $198,000 , representing an approximate 99% limited partner interest. In addition, IPT-GP contributed $2,000 to the Operating Partnership in exchange for 200 OP Units, representing an approximate 1% general partner interest. In March 2013, IPT-GP was dissolved and its 200 OP Units, representing the sole general partner interest in the Operating Partnership, were distributed to the Company as the sole shareholder of IPT-GP. As a result, the Company owns 20,000 OP Units and is the general partner and a limited partner of the Operating Partnership. The rights of the holders of OP Units are limited and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the Operating Partnership’s assets. Additionally, the Operating Partnership issued 100 Special Units to Industrial Property Advisors Group LLC, the parent of the Advisor, in exchange for $1,000 . These units are classified as noncontrolling interests. See “ Note 9 ” for additional information regarding the issuance of Special Units and “ Note 14 ” for information regarding the Third A&R Partnership Agreement that was entered into following the completion of the Asset Sale. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 11. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows: For the Year Ended December 31, (in thousands) 2019 2018 2017 Interest paid, net of capitalized interest $ 49,492 $ 48,160 $ 39,354 Distributions payable 23,268 23,953 23,757 Distribution fees payable to affiliates 10,188 18,492 26,071 Distributions reinvested in common stock 35,163 48,185 45,828 Restricted Cash Restricted cash consists of cash held in escrow in connection with certain financing requirements and tenant improvements. The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the totals shown in the consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2019 2018 2017 Beginning of period: Cash and cash equivalents $ 5,698 $ 5,397 $ 8,358 Restricted cash 65 65 80 Cash, cash equivalents and restricted cash $ 5,763 $ 5,462 $ 8,438 End of period: Cash and cash equivalents $ 15,757 $ 5,698 $ 5,397 Restricted cash — 65 65 Cash, cash equivalents and restricted cash $ 15,757 $ 5,763 $ 5,462 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES The Company and the Operating Partnership are not presently involved in any material litigation nor, to the Company’s knowledge, is any material litigation threatened against the Company or its investments. Environmental Matters A majority of the properties the Company acquires are subject to environmental reviews either by the Company or the previous owners. In addition, the Company may incur environmental remediation costs associated with certain land parcels it may acquire in connection with the development of land. The Company has acquired certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous material. The Company may purchase various environmental insurance policies to mitigate its exposure to environmental liabilities. The Company is not aware of any environmental liabilities that it believes would have a material adverse effect on its business, financial condition, or results of operations as of December 31, 2019 . |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 13. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Selected quarterly financial data is as follows: For the Quarter Ended (in thousands, except per share data) March 31 June 30 September 30 December 31 2019 Total revenues $ — $ — $ — $ — Total operating expenses $ (2,412 ) $ (3,506 ) $ (2,271 ) $ (2,371 ) Total other income $ 360 $ 7,287 $ 142 $ 2,326 (Loss) income from continuing operations $ (2,052 ) $ 3,781 $ (2,129 ) $ (45 ) (Loss) income from discontinued operations (1) $ (414 ) $ 304 $ 1,984 $ 10,636 Net (loss) income $ (2,466 ) $ 4,085 $ (145 ) $ 10,591 Net (loss) income attributable to common shareholders $ (2,466 ) $ 4,085 $ (145 ) $ 10,591 Net (loss) income per common share - basic and diluted (2) $ (0.01 ) $ 0.02 $ 0.00 $ 0.06 Weighted-average shares outstanding 177,076 177,591 177,979 177,997 2018 Total revenues $ — $ — $ — $ — Total operating expenses $ (3,214 ) $ (2,596 ) $ (2,521 ) $ (2,831 ) Total other income $ 1,037 $ 209 $ 2,850 $ 8,116 (Loss) income from continuing operations $ (2,177 ) $ (2,387 ) $ 329 $ 5,285 Loss from discontinued operations (1) $ (2,253 ) $ (2,064 ) $ (1,898 ) $ (1,672 ) Net loss $ (4,430 ) $ (4,451 ) $ (1,569 ) $ 3,613 Net loss attributable to common shareholders $ (4,430 ) $ (4,451 ) $ (1,569 ) $ 3,613 Net loss per common share - basic and diluted (2) $ (0.03 ) $ (0.03 ) $ (0.01 ) $ 0.02 Weighted-average shares outstanding 175,565 176,183 176,456 176,912 (1) As described in “ Note 14 ,” all of the Company’s wholly-owned properties were sold as part of the Asset Sale. As of December 2019, these properties met the criteria to be classified as held for sale. As such, the results related to those properties were reclassified as discontinued operations for all periods presented. (2) Quarterly net (loss) income per common share amounts do not total the annual net loss per common share amount due to changes in the number of weighted-average shares outstanding calculated on a quarterly and annual basis and included in the net (loss) income per share calculation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. SUBSEQUENT EVENTS Asset Sale Transaction On January 8, 2020, the Company completed the previously announced sale of substantially all of the Company’s assets to affiliates of Prologis, L.P., a Delaware limited partnership (“Parent”), in exchange for total aggregate consideration of approximately $4.0 billion (including approximately $744.9 million , of mortgage notes and related accrued interest and prepayment penalties paid off by the Parent) (the “Merger Consideration”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019 (the “Merger Agreement”), by and among the Company, Parent and Rockies Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Rockies Acquisition”). Pursuant to the terms of the Merger Agreement, the sale of all of the Company’s property-owning assets, other than the entities that hold the Company’s limited partnership and general partnership interests in the Company’s two unconsolidated joint venture partnerships—Build-To-Core Industrial Partnership I LP (the “BTC I Partnership”) and Build-To-Core Industrial Partnership II LP (the “BTC II Partnership” and, together with the BTC I Partnership, the “BTC Partnerships”)—to Parent was effected through (i) two mergers (each, a “Merger” and collectively the “Mergers”) of newly formed Delaware limited liability companies that were wholly owned subsidiaries of affiliates of Parent (the “Merger Subs”) with and into newly formed, wholly owned subsidiaries of IPT Real Estate Holdco LLC, a Delaware limited liability company and indirect subsidiary of the Company (“IPT Holdco”) (and such wholly owned subsidiaries, the “New Holdcos”), with each applicable New Holdco surviving each Merger as a wholly owned subsidiary of an affiliate of Parent upon the terms and subject to the conditions set forth in the Merger Agreement, and (ii) the sale (each, an “Asset Transfer” and together with the Mergers, the “Asset Sale”) by IPT Holdco of nine limited liability companies that were wholly owned subsidiaries of IPT Holdco to affiliates of Parent. As a result of the Asset Sale, the Company’s remaining assets primarily consist of its interests in the BTC Partnerships. In connection with the closing of the Asset Sale (the “Closing”), in accordance with the terms of the Merger Agreement, Parent paid IPT Holdco the Merger Consideration, and IPT Holdco distributed the Merger Consideration to the Operating Partnership. The Operating Partnership used $957.3 million of the Merger Consideration to repay debt and related accrued interest under the outstanding credit facilities, and $33.4 million of the Merger Consideration to pay costs and transaction expenses incurred in connection with the Asset Sale. The Operating Partnership then distributed $57.9 million of the Merger Consideration to the sole holder of special partnership units in the Operating Partnership and the remaining $2.26 billion of the Merger Consideration to the Company, as the sole holder of Class A partnership units in the Operating Partnership, in accordance with the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended. The Company paid $24.75 million of the portion of the Merger Consideration it received to the Company’s external advisor as an asset management fee in accordance with the advisory agreement between the Company and its external advisor, distributed $2.23 billion of the Merger Consideration it received pro rata to the Company’s shareholders within five business days of the Closing, with each holder of common stock entitled to receive a special distribution in an amount equal to $12.54 per share of common stock, without interest and less applicable withholdings and taxes (the “Special Distribution”). Consistent with distributions historically made by the Company, the cash distribution actually paid to holders of shares of Class T common stock was net of up to the aggregate amount of the distribution fees that would have been reallowed by the dealer manager to broker dealers if the Class T shares had remained outstanding, which remaining distribution fees were paid by the Company at a discounted rate following the Closing. The amount of remaining distribution fees deducted from the Special Distribution payable to each share of Class T common stock were generally up to $0.17 per share, depending on how long a shareholder had held its shares of Class T common stock. Following payment of such remaining distribution fees, each share of Class T common stock was converted to a share of Class A common stock on a one -for-one basis. Shareholders of the Company will continue to hold the same number of common shares in the Company following the Closing as they held prior to the Closing. Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership On February 3, 2020, the Company entered into the Third A&R Partnership Agreement, between the Company, in the Company’s capacity as general partner and limited partner of the Operating Partnership, and the Advisor, in its capacity as special limited partner of the Operating Partnership. The Third A&R Partnership Agreement amended and restated the Operating Partnership’s limited partnership agreement to provide for the issuance of a preferred equity capital interest to the Advisor in connection with certain restructuring transactions entered into between the Company and the Sponsor and to revise the priority of distributions by the Operating Partnership to reflect the terms of such preferred equity capital interest, as described in additional detail below, as well as to reflect certain changes to the tax law. The Third A&R Partnership Agreement also incorporates previously adopted amendments to the Operating Partnership’s Second Amended and Restated Limited Partnership Agreement pursuant to (i) that certain Side Agreement Concerning Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of August 20, 2019, by and between the Company and the Sponsor, as described in a Current Report on Form 8-K filed with the SEC on August 23, 2019, and (ii) that certain Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of October 7, 2019, by and among the Company, the Operating Partnership and the Sponsor, as described in a Current Report on Form 8-K filed with the SEC on October 8, 2019, in each case, other than those changes that are no longer applicable as a result of the closing of the Asset Sale. As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 8, 2019, in connection with the Asset Sale, on October 7, 2019, the Company, the Operating Partnership, the Sponsor, Industrial Property Advisors LLC, the Company’s prior external advisor (the “Prior Advisor”), and Academy Partners Ltd. Liability Company, an affiliate of the Sponsor (“Academy Partners”), entered into a Master Reorganization and Transaction Agreement (the “Master Reorganization Agreement”) to restructure the Sponsor’s interests in the Company. In accordance with the Master Reorganization Agreement, prior to the closing of the Asset Sale, the Sponsor accepted an assignment of all rights to the trademark and all related rights and goodwill, world-wide, to the mark “Industrial Property Trust” (collectively, the “IPT Intellectual Property”) from the current holder thereof, an affiliate of the Sponsor, and an assignment from the Prior Advisor of all of its rights under the Advisory Agreement, and the Sponsor assumed the obligations of the Prior Advisor under the Advisory Agreement. Following such assignment and assumption and prior to the closing of the Asset Sale, the Sponsor capitalized the Advisor by contributing to it (i) the IPT Intellectual Property, (ii) the Advisory Agreement, and (iii) the Sponsor’s special partnership units in the Operating Partnership. As a result of such contributions, the Advisor became the Company’s new external advisor and the new special limited partner in the Operating Partnership. As contemplated by the Master Reorganization Agreement, on February 3, 2020, the Advisor made an in-kind contribution to the Operating Partnership in the form of an assignment of the IPT Intellectual Property, which IPT Intellectual Property the Company previously licensed from an affiliate of the Sponsor under a terminable non-exclusive license. In exchange for such in-kind contribution of the IPT Intellectual Property, pursuant to the Third A&R Partnership Agreement, the Operating Partnership issued to the Advisor a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership (the “Preference”). The amount of the Preference was determined by reference to the appraised fair market value of the IPT Intellectual Property. The Third A&R Partnership Agreement also amended the Operating Partnership’s limited partnership agreement to provide that distributions by the Operating Partnership made from proceeds received by the Operating Partnership from dispositions of the interests in the BTC Partnerships and any other assets the Company owns in the future will be made, after any distribution necessary to maintain its REIT status, (i) first, 100% to pay the Preference, and (ii) then, 65% to the Company, and 35% to the Advisor. Maryland REIT Conversion and the Fourth Amended and Restated Bylaws At the Company’s 2019 annual meeting of stockholders held on December 11, 2019, the Company received stockholder approval to convert the Company, as a legal entity, from a Maryland corporation to a Maryland REIT (the “Conversion”), as contemplated by the Plan of Conversion of Industrial Property Trust Inc., which was filed as Annex C-2 to the Company’s definitive proxy statement filed with the SEC on October 21, 2019 (the “Definitive Proxy Statement”). The Plan of Conversion further provides that the Company implement the plan of liquidation for U.S. federal income tax purposes adopted by the board of directors and then dissolve without further vote by the Company’s shareholders (the “Plan of Liquidation”). On February 3, 2020, the Company implemented the Conversion by filing Articles of Conversion with the Maryland State Department of Assessments and Taxation, a copy of which was filed as Annex C-3 to the Company’s Definitive Proxy Statement. Upon the Conversion, the Company changed its name from Industrial Property Trust Inc. to Industrial Property Trust. Also on February 3, 2020, pursuant to the Plan of Conversion, the declaration of trust was executed by the Company’s board of trustees and filed with the Maryland State Department of Assessments and Taxation. The declaration of trust is substantively identical to the Company’s charter prior to the Conversion, other than revisions necessary to reflect its new entity form as a Maryland real estate investment trust and to delete references to the Company’s Class T common stock and other immaterial drafting changes. The principal substantive differences between the declaration of trust and the Company’s charter prior to the Conversion are (i) that the declaration of trust permits sales of all or substantially all of the Company’s assets following adoption of the Plan of Liquidation by the board, which was adopted on January 7, 2020; and (ii) the declaration of trust does not require separate shareholder approval for dissolution because the Plan of Conversion includes a provision for voluntary dissolution following disposition of the Company’s assets. In addition, the declaration of trust only provides for common shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company) because each share of the Company’s Class T common stock converted to one share of the Company’s Class A common stock on January 31, 2020 as a result of the payment of the remaining distribution fees owed to broker-dealers for each share of the Company’s Class T common stock. The declaration of trust also provides that holders of the Company’s shares of beneficial interest are only entitled to vote on the election and removal of trustees, amendments to the declaration of trust, mergers, consolidations and such other matters as the Board determines to submit for shareholder approval. An additional summary of the changes made by the declaration of trust can be found in the Definitive Proxy Statement. Also effective on February 3, 2020, in connection with the Conversion, the Company adopted the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws contain substantially the same terms as the Company’s prior bylaws, except for changes to reflect the Company’s new form of organization as a Maryland REIT. As a result of the Conversion, the Company is a successor registrant to Industrial Property Trust Inc. pursuant to Rule 12g-3(a) of the Exchange Act, and the Company is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. Although the Company owns and may acquire additional properties indirectly through its minority interests in joint venture partnerships, the Company does not intend to directly acquire any additional properties. The Company’s remaining assets consist primarily of its minority interests in two joint venture partnerships. Accordingly, to the extent these notes to the consolidated financial statements describe the Company’s accounting policies with respect to its wholly-owned properties, the disclosure is no longer applicable for periods after the Asset Sale. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Industrial Property Trust, the Operating Partnership, and its wholly-owned subsidiaries, as well as amounts related to noncontrolling interests. See “Noncontrolling Interests” below for further detail concerning the accounting policies regarding noncontrolling interests. All material intercompany accounts and transactions have been eliminated. |
Use of Estimates | Use of Estimates GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they are determined to be necessary. |
Investment in Real Estate Properties | Investment in Real Estate Properties The Company first determines whether an acquisition constitutes a business or asset acquisition. Upon either a business or asset acquisition, the purchase price of a property is allocated to land, building, and intangible lease assets and liabilities based on their relative fair value. The allocation of the purchase price to building is based on management’s estimate of the property’s “as-if” vacant fair value. The “as-if” vacant fair value is determined by using all available information such as the replacement cost of such asset, appraisals, property condition reports, market data and other related information. The allocation of the purchase price to intangible lease assets represents the value associated with the in-place leases, which may include lost rent, leasing commissions, tenant improvements, legal and other related costs. The allocation of the purchase price to above-market lease assets and below market lease liabilities results from in-place leases being above or below management’s estimate of fair market rental rates at the acquisition date and are measured over a period equal to the remaining term of the lease for above-market leases and the remaining term of the lease, plus the term of any below-market fixed-rate renewal option periods, if applicable, for below market leases. Intangible lease assets, above-market lease assets, and below-market lease liabilities are collectively referred to as “intangible lease assets and liabilities.” If any debt is assumed in an acquisition, the difference between the fair value and the face value of debt is recorded as a premium or discount and amortized to interest expense over the life of the debt assumed. Transaction costs associated with the acquisition of a property (including the acquisition fees paid to IPT Advisor LLC (the “Advisor”) and its affiliates) are capitalized as incurred in an asset acquisition and are allocated to land, building, and intangible lease assets on a relative fair value basis. Properties that are probable to be sold are to be designated as “held for sale” on the balance sheet when certain criteria are met. The results of operations for acquired properties are included in the consolidated statements of operations from their respective acquisition dates. Intangible lease assets are amortized to real estate-related depreciation and amortization over the remaining lease term. Above-market lease assets are amortized as a reduction in rental revenues over the remaining lease term and below-market lease liabilities are amortized as an increase in rental revenues over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability when a customer terminates a lease before the stated lease expiration date. Land, building, building and land improvements, tenant improvements, lease commissions, and intangible lease assets and liabilities, which are collectively referred to as “real estate assets,” are stated at historical cost less accumulated depreciation and amortization. Costs associated with the development and improvement of the Company’s real estate assets are capitalized as incurred. These costs include capitalized interest and development acquisition fees. Other than the transaction costs associated with the acquisition of a property described above, the Company does not capitalize any other costs, such as taxes, salaries or other general and administrative expenses. See “Capitalized Interest” below for additional detail. Costs incurred in making repairs and maintaining real estate assets are expensed as incurred. Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: Land Not depreciated Building 20 to 40 years Building and land improvements 5 to 20 years Tenant improvements Lesser of useful life or lease term Lease commissions Over lease term Intangible lease assets Over lease term Above-market lease assets Over lease term Below-market lease liabilities Over lease term, including below-market fixed-rate renewal options Real estate assets that are determined to be held and used will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and the Company will evaluate the recoverability of such real estate assets based on estimated future cash flows and the estimated liquidation value of such real estate assets, and provide for impairment if such undiscounted cash flows are insufficient to recover the carrying amount of the real estate asset. If impaired, the real estate asset will be written down to its estimated fair value. |
Investment in Unconsolidated Joint Venture Partnerships | Investment in Unconsolidated Joint Venture Partnerships The Company owns minority interests in two joint venture partnerships, which are referred to as the BTC Partnerships. The Company analyzes its investments under GAAP guidance to determine if any joint venture partnership is a variable interest entity (“VIE”) and whether the requisite substantial participating rights described in the GAAP guidance are held by the partners not affiliated with the Company. If a joint venture partnership is not a VIE and the partners hold substantial participating rights, the Company accounts for its investment in the joint venture partnership under the equity method. Under the equity method, the investment is initially recorded at cost and subsequently adjusted to reflect the Company’s proportionate share of equity in the joint venture partnership’s income (loss) and distributions, which is included in investment in unconsolidated joint venture partnership on its consolidated balance sheets. The Company additionally recognizes its proportionate share of the ongoing income or loss of the unconsolidated joint venture partnership in equity in loss of unconsolidated joint venture partnership on the consolidated statements of operations. The Company evaluates its investments in the unconsolidated joint venture partnerships for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. When an impairment indicator is identified, the Company calculates the estimated fair value of the investment using various valuation techniques, including, but not limited to, discounted cash flow models, the Company’s intent and ability to retain its investment in the entity, the financial condition and long-term prospects of the entity, and the expected term of the investment. If the Company determined any decline in value is other-than-temporary, the Company would recognize an impairment charge to reduce the carrying value of its investment to fair value |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities at the acquisition date of three months or less. |
Derivative Instruments | Derivative Instruments The Company records its derivative instruments in the consolidated balance sheets at fair value. The Company’s derivative instruments are designated as cash flow hedges and are used to hedge exposure to variability in expected future cash flows, such as future interest payments. For cash flow hedges, the changes in fair value of the derivative instrument that represent changes in expected future cash flows, which are effectively hedged by the derivative instrument, are initially reported as other comprehensive income in the consolidated statements of equity until the derivative instrument is settled. Upon settlement, the effective portion of the hedge is recognized as other comprehensive income and amortized over the term of the designated cash flow or transaction the derivative instrument was intended to hedge. As such, the effective portion of the hedge impacts net income in the same period as the hedged item. The change in value of any derivative instrument that is deemed to be ineffective is charged directly to net income when the determination of hedge ineffectiveness is made. For purposes of determining hedge ineffectiveness, management estimates the timing and potential amount of future interest payments in order to estimate the cash flows of the designated hedged item or transaction. The Company does not use derivative instruments for trading or speculative purposes. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs include fees and costs incurred to obtain long-term financing. These fees and costs are amortized to interest expense over the terms of the related credit facilities. Unamortized debt issuance costs are written off if debt is retired before its maturity date. |
Capitalized Interest | Capitalized Interest The Company capitalizes interest as a cost of development. Capitalization of interest for a particular asset begins when activities necessary to get the asset ready for its intended use are in progress and when interest costs have been incurred. Capitalization of interest ceases when the project is substantially complete and ready for occupancy. |
Distribution Fees | Distribution Fees Distribution fees were paid monthly prior to the completion of the Asset Sale. Distribution fees were accrued upon the issuance of Class T shares. The Company accrued for: (i) the monthly amount payable as of the balance sheet date, and (ii) the estimated amount of distribution fees to be paid in future periods based on the Class T shares outstanding as of the balance sheet date. The accrued distribution fees are reflected in additional paid-in capital in shareholders’ equity. |
Noncontrolling Interests | Noncontrolling Interests Due to the Company’s control of the Operating Partnership through its sole general partner interest and its limited partner interest, the Company consolidates the Operating Partnership. The limited partner interests not owned by the Company are presented as noncontrolling interests in the consolidated financial statements. The noncontrolling interests are reported on the consolidated balance sheets within permanent equity, separate from shareholders’ equity. As the limited partner interests do not participate in the profits and losses of the Operating Partnership, there is no net income or loss attributable to the noncontrolling interests on the consolidated statements of operations. Noncontrolling interests also represent the portion of equity in the acquired subsidiary real estate investment trusts (“Subsidiary REITs”), that the Company does not own. Such noncontrolling interests are equity instruments presented in the consolidated balance sheets as noncontrolling interests within permanent equity. |
Revenue Recognition | Revenue Recognition When a lease is entered into, we first determine if the collectability from the tenant is probable. If the collectability is not probable we recognize revenue when the payment has been received. If the collectability is determined to be probable, we record rental revenue on a straight-line basis over the full lease term. Certain properties have leases that offer the tenant a period of time where no rent is due or where rent payments change during the term of the lease. Accordingly, the Company records receivables from tenants for rent that the Company expects to collect over the remaining lease term rather than currently, which are recorded as a straight-line rent receivable. The Company evaluates collectability from its tenants on an ongoing basis. If the assessment of collectability changes during the lease term, any difference between the revenue that would have been recognized under the straight-line method and the lease payments that have been collected will be recognized as a current period adjustment to rental revenues. When the Company acquires a property, the term of each existing lease is considered to commence as of the acquisition date for purposes of this calculation. As of December 31, 2019 and 2018 , the Company’s allowance for doubtful accounts was approximately $26,000 and $0.4 million , respectively. In connection with property acquisitions, the Company may acquire leases with rental rates above or below estimated market rental rates. Above-market lease assets are amortized as a reduction to rental revenue over the remaining lease term, and below-market lease liabilities are amortized as an increase to rental revenue over the remaining lease term, plus any applicable fixed-rate renewal option periods. The Company expenses any unamortized intangible lease asset or records an adjustment to rental revenue for any unamortized above-market lease asset or below-market lease liability by reassessing the estimated remaining useful life of such intangible lease asset or liability when it becomes probable a customer will terminate a lease before the stated lease expiration date. Upon the disposition of an asset, the Company will evaluate the transaction to determine if control of the asset, as well as other specified criteria, has been transferred to the buyer to determine proper timing of recognizing gains or losses. |
Organization and Offering Expenses | Organization and Offering Expenses Organization and offering expenses were accrued by the Company only to the extent that the Company was successful in raising gross offering proceeds. Organization costs were expensed in the period they become reimbursable and offering expenses associated with the Company’s public offerings were recorded as a reduction of gross offering proceeds in additional paid-in capital. |
Income Taxes | Income Taxes The Company currently operates as a REIT under the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes, and elected to be treated as a REIT beginning with its taxable year ended December 31, 2013. As a REIT, the Company generally is not subject to U.S. federal income taxes on net income it distributes to its shareholders. The Company intends to make timely distributions sufficient to satisfy the annual distribution requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and U.S. federal income and excise taxes on its undistributed income. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share The Company computes net income (loss) per common share, net income (loss) per common share from continuing operations and net income (loss) per common share from discontinuing operations by dividing net income (loss) attributable to common shareholders, income (loss) from continuing operations and income (loss) from discontinuing operations, respectively, by the weighted-average number of common shares outstanding during the period for each class. |
Fair Value Measurements | Fair Value Measurements Fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. Fair value measurements are categorized into one of three levels of the fair value hierarchy based on the lowest level of significant input used. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Considerable judgment and a high degree of subjectivity are involved in developing these estimates. These estimates may differ from the actual amounts that the Company could realize upon settlement. The fair value hierarchy is as follows: Level 1—Quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2—Other observable inputs, either directly or indirectly, other than quoted prices included in Level 1, including: • Quoted prices for similar assets/liabilities in active markets; • Quoted prices for identical or similar assets/liabilities in non-active markets (e.g., few transactions, limited information, non-current prices, high variability over time); • Inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves, volatilities, default rates); and • Inputs that are derived principally from or corroborated by other observable market data. Level 3—Unobservable inputs that cannot be corroborated by observable market data. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Subtopic 842)” (“ASU 2016-02”), which provides guidance for greater transparency in financial reporting by organizations that lease assets such as real estate, airplanes and manufacturing equipment by requiring such organizations to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted the standard when it became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standard. Under the practical expedients election, the Company was not required to reassess: (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for expired or existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. The practical expedient also allowed the Company to not separate tenant reimbursement revenue from rental revenue if certain criteria were met. The Company assessed the criteria and concluded that the timing and pattern of transfer for rental revenue and the related tenant reimbursement revenue are the same and the lease component, if accounted for separately, would be classified as an operating lease. As such, the Company accounts for and presented rental revenue and tenant reimbursement revenue as a single component in the condensed consolidated statements of operations. Additionally, guidance and targeted improvements to ASU 2016-02 were made through the issuance of supplemental ASUs. In January 2018, the FASB issued ASU No. 2018-01, “Leases (Subtopic 842): Land Easement Practical Expedient for Transition to Topic 842” (“ASU 2018-01”), which updates ASU 2016-02 to include land easements under the updated guidance, including the option to elect the practical expedient discussed above. In addition, in December 2018, the FASB issued ASU No. 2018-20, “Narrow—Scope Improvements for Lessors” (“ASU 2018-20”), which updates ASU 2016-02 by providing the option to elect a practical expedient for lessors to exclude sales and other similar taxes from the transaction price of the contract, requires lessors to exclude from revenue and expense lessor costs paid directly to a third party by lessees, and clarifies lessors’ accounting for variable payments related to both lease and nonlease components. The Company adopted these ASUs using the modified retrospective transition approach when they became effective for the Company, as of the reporting period beginning January 1, 2019, and the Company elected the practical expedients available for implementation under the standards. The adoption of ASU 2016-02 and its supplemental standards did not have a material effect on the Company’s consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition guidance provides companies with the option of early adopting the new standard using a modified retrospective transition method in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. The Company adopted ASU 2017-12 as of the reporting period beginning on January 1, 2019. The adoption of this standard did not have a material effect on the Company’s consolidated financial statements. In July 2019, the FASB issued ASU No. 2019-07, “Codification Updates to SEC Sections” (“ASU 2019-07”), which updates various codification topics by clarifying or improving the disclosure requirements to align with the SEC’s regulations. The Company adopted this standard immediately upon its issuance. The adoption did not have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Real Estate Asset, Useful Life | Real estate-related depreciation and amortization are computed on a straight-line basis over the estimated useful lives as described in the following table: Land Not depreciated Building 20 to 40 years Building and land improvements 5 to 20 years Tenant improvements Lesser of useful life or lease term Lease commissions Over lease term Intangible lease assets Over lease term Above-market lease assets Over lease term Below-market lease liabilities Over lease term, including below-market fixed-rate renewal options |
ASSETS HELD FOR SALE AND DISC_2
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table summarizes the amounts included in discontinued operations in the consolidated statements of operations: For the Year Ended December 31, (in thousands) 2019 2018 2017 Rental revenues $ 250,715 $ 241,299 $ 223,358 Rental expenses (66,476 ) (63,670 ) (58,053 ) Real estate-related depreciation and amortization (96,402 ) (111,868 ) (111,619 ) Asset management fees, related party (23,194 ) (23,247 ) (21,963 ) Interest expense (52,133 ) (50,401 ) (41,750 ) Income (loss) from discontinued operations $ 12,510 $ (7,887 ) $ (10,027 ) The following table summarizes the significant cash flows related to discontinued operations in the consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2019 2018 2017 Real estate-related depreciation and amortization $ 96,402 $ 111,868 $ 111,619 Straight-line rent and amortization of above- and below-market leases $ (6,279 ) $ (9,922 ) $ (12,118 ) Capital expenditures and development activities (47,745 ) (43,916 ) (43,236 ) The following table summarizes the amounts held for sale as of December 31, 2019 and 2018. We subsequently completed the Asset Sale in January 2020. See “ Note 14 ” for additional information regarding the completion of the Asset Sale. As of (in thousands) December 31, 2019 December 31, 2018 Land $ 784,469 $ 789,840 Building and improvements 1,976,044 1,956,788 Intangible lease assets 192,957 208,234 Construction in progress 24,308 16,071 Accumulated depreciation and amortization (381,271 ) (310,135 ) Net investment in real estate properties 2,596,507 2,660,798 Straight-line and tenant receivables, net 32,350 28,838 Other assets 13,272 8,392 Assets held for sale $ 2,642,129 $ 2,698,028 Accounts payable and accrued expenses $ 16,655 $ 20,478 Mortgage notes, net 716,470 717,940 Other liabilities 38,448 39,053 Liabilities related to assets held for sale $ 771,573 777,471 |
INVESTMENT IN UNCONSOLIDATED _2
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES PARTNERSHIPS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Joint Ventures | The following table summarizes the Company’s investment in the unconsolidated joint venture partnerships: As of Investment in Unconsolidated December 31, 2019 December 31, 2018 ($ in thousands) Ownership Percentage Number of Buildings (1) Ownership Percentage Number of Buildings (1) December 31, December 31, BTC I Partnership 20.0% 39 20.0% 36 $ 102,965 $ 97,128 BTC II Partnership 8.0% 21 8.0% 13 29,195 16,741 Total joint venture partnerships 60 49 $ 132,160 $ 113,869 (1) Represents acquired or completed buildings. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Summary of Debt | A summary of the Company’s debt is as follows: Weighted-Average Balance as of ($ in thousands) December 31, 2019 December 31, 2018 Maturity Date December 31, 2019 December 31, 2018 Line of credit (1) 2.91 % 3.38 % January 2020 $ 378,000 $ 324,000 Term loan (2) 2.50 2.65 January 2021 350,000 350,000 Term loan (3) 3.16 4.05 May 2022 150,000 150,000 Total principal amount / weighted-average 2.79 % 3.19 % 878,000 824,000 Less unamortized debt issuance costs $ (1,431 ) $ (3,116 ) Total debt, net (excluding debt related to assets held for sale) $ 876,569 $ 820,884 Fixed-rate mortgage notes related to assets held for sale, ne t of unamortized debt issuance costs (4) 3.36 % 3.36 % July 2020 - December 2025 716,470 717,940 Total debt, net / weighted-average (including debt related to assets held for sale) (5) 3.04 % 3.27 % $ 1,593,039 $ 1,538,824 Gross book value of properties encumbered by debt $ 1,154,412 $ 1,147,963 (1) The effective interest rate is calculated based on either: (i) the London Interbank Offered Rate (“LIBOR”) multiplied by a statutory reserve rate plus a margin ranging from 1.40% to 2.30% ; or (ii) an alternative base rate plus a margin ranging from 0.40% to 1.30% , each depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $150.0 million in borrowings under this line of credit. (2) The effective interest rate is calculated based on either: (i) LIBOR multiplied by a statutory reserve rate, plus a margin ranging from 1.35% to 2.20% ; or (ii) an alternative base rate plus a margin ranging from 0.35% to 1.20% , each depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate, including the effects of interest rate swap agreements. (3) The effective interest rate is calculated based on either: (i) LIBOR multiplied by a statutory reserve rate, plus a margin ranging from 1.30% to 2.15% ; or (ii) an alternative base rate plus a margin ranging from 0.30% to 1.15% , each depending on the Company’s consolidated leverage ratio. The weighted-average effective interest rate is the all-in interest rate. (4) Interest rates range from 2.94% to 3.65% , which includes the effects of an interest rate swap agreement relating to a variable-rate mortgage note with an outstanding amount of $93.7 million and $95.6 million as of December 31, 2019 and December 31, 2018 , respectively. (5) The weighted-average remaining term of the Company’s consolidated debt was approximately 2.5 years as of December 31, 2019 , excluding any extension options on the line of credit. |
Summary of Location and Fair Value of Cash Flow Hedges | The following table summarizes the location and fair value of the cash flow hedges on the Company’s consolidated balance sheets: ($ in thousands) Number of Notional Balance Sheet Fair As of December 31, 2019 Interest rate swaps 11 $ 593,749 Other assets $ 2,514 As of December 31, 2018 Interest rate swaps 11 $ 595,626 Other assets $ 16,438 |
Effect of Derivative Instruments | The following table presents the effect of the Company’s cash flow hedges on the Company’s consolidated financial statements: For the Year Ended (in thousands) 2019 2018 2017 Derivative Instruments Designated as Cash Flow Hedges (Loss) gain recognized in AOCI $ (6,645 ) $ 5,165 $ 3,452 Gain reclassified from AOCI into interest expense (7,279 ) (5,599 ) (671 ) Total interest expense presented in the consolidated statements of operations in which the effects of the cash flow hedges are recorded (1) 52,133 50,401 41,750 (1) Interest expense is included in discontinued operations on the consolidated statements of operations for the years ended December 31, 2019, 2018 and 2017. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured at Fair Value on Recurring Basis | The following table presents the Company’s financial instruments measured at fair value on a recurring basis: (in thousands) Level 1 Level 2 Level 3 Total Fair Value As of December 31, 2019 Assets Derivative instruments $ — $ 2,514 $ — $ 2,514 Total assets measured at fair value $ — $ 2,514 $ — $ 2,514 As of December 31, 2018 Assets Derivative instruments $ — $ 16,438 $ — $ 16,438 Total assets measured at fair value $ — $ 16,438 $ — $ 16,438 |
Carrying Value and Fair Value of Certain Financial Instruments | The table below includes fair values for certain of the Company’s financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows: As of December 31, 2019 As of December 31, 2018 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Liabilities Line of credit $ 378,000 $ 378,000 $ 324,000 $ 324,000 Term loans 500,000 500,000 500,000 500,000 Mortgage notes 719,335 726,049 721,526 698,603 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Preliminary Taxability of Distributions on Common Shares | The following table summarizes the information reported to investors regarding the taxability of distributions on common stock, as a percentage of total distributions, for the years ended December 31, 2019 , 2018 and 2017 . For the Year Ended (unaudited) 2019 2018 2017 Ordinary income 36.34 % 33.53 % 33.05 % Non-taxable return of capital 59.83 60.55 52.10 Long-term capital gain 3.83 5.92 14.85 Total distribution 100.00 % 100.00 % 100.00 % |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Changes in Shares Outstanding and Aggregate Par Value of Outstanding Shares for Each Class of Common Stock | The following table summarizes the changes in the shares outstanding for each class of common stock for the periods presented below: (in thousands) Class A Class T Total Balance as of December 31, 2016 99,374 58,032 157,406 Issuance of common stock: Primary shares 3,696 10,468 14,164 DRIP 2,910 1,794 4,704 Stock grants 151 — 151 Redemptions (1,537 ) (369 ) (1,906 ) Forfeitures (5 ) — (5 ) Balance as of December 31, 2017 104,589 69,925 174,514 Issuance of common stock: DRIP 2,601 1,736 4,337 Stock grants 180 — 180 Redemptions (1,678 ) (381 ) (2,059 ) Forfeitures (18 ) — (18 ) Balance as of December 31, 2018 105,674 71,280 176,954 Issuance of common stock: DRIP 1,719 1,133 2,852 Stock grants 158 — 158 Redemptions (1,588 ) (370 ) (1,958 ) Forfeitures (6 ) — (6 ) Balance as of December 31, 2019 105,957 72,043 178,000 |
Dividends Table | The following table summarizes the Company’s distribution activity (including distributions reinvested in the Company’s common shares) for the quarters ended below: Amount (in thousands, except per share data) Declared per Common Share (1) Paid in Cash Reinvested in Shares Distribution Fees (2) Gross Distributions (3) 2019 December 31 $ 0.14250 $ 23,268 $ — $ 2,071 $ 25,339 September 30 0.14250 23,266 — 2,070 25,336 June 30 0.14250 11,641 11,601 2,052 25,294 March 31 0.14250 11,490 11,699 2,033 25,222 Total $ 0.57000 $ 69,665 $ 23,300 $ 8,226 $ 101,191 2018 December 31 $ 0.14250 $ 11,433 $ 11,863 $ 1,900 $ 25,196 September 30 0.14250 11,350 11,897 1,880 25,127 June 30 0.14250 11,262 11,980 1,864 25,106 March 31 0.14250 11,092 12,086 1,845 25,023 Total $ 0.57000 $ 45,137 $ 47,826 $ 7,489 $ 100,452 2017 December 31 $ 0.14250 $ 10,923 $ 12,222 $ 1,781 $ 24,926 September 30 0.14250 10,820 12,242 1,764 24,826 June 30 0.14250 10,349 11,868 1,630 23,847 March 31 0.14250 9,902 11,447 1,495 22,844 Total $ 0.57000 $ 41,994 $ 47,779 $ 6,670 $ 96,443 (1) Amounts reflect the quarterly distribution rate authorized by the Company’s board of trustees per Class A share and per Class T share of common stock. The quarterly distribution on Class T shares of common stock is reduced by the distribution fees that are payable monthly with respect to such Class T shares (as calculated on a daily basis). (2) Distribution fees are paid monthly to Black Creek Capital Markets, LLC (the “Dealer Manager”) with respect to Class T shares issued in the primary portion of the public offering only. Refer to “ Note 10 ” for further detail regarding distribution fees. (3) Gross distributions are total distributions before the deduction of distribution fees relating to Class T shares. |
Redemption Discount Table | The discount from the purchase price paid for the redeemed shares varied based upon the length of time that the shares had been held, as follows: Share Purchase Anniversary Redemption Price as a Percentage of Purchase Price Less than one year No redemption allowed One year 92.5% Two years 95.0% Three years 97.5% Four years and longer 100.0% |
Redemption Table | The following table summarizes the Company’s redemption activity for the periods presented below: For the Year Ended December 31, (in thousands, except per share data) 2019 2018 2017 Number of eligible shares redeemed 1,155 2,862 1,906 Aggregate dollar amount of shares redeemed $ 11,440 $ 28,097 $ 18,345 Average redemption price per share $ 9.90 $ 9.82 $ 9.62 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Summary of Fees and Expenses Incurred by Company | The table below summarizes the fees and expenses incurred by the Company for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services described above, and any related amounts payable: For the Year Ended Receivable (Payable) as of December 31, December 31, (in thousands) 2019 2018 2017 Expensed: Asset management fees (1) $ 23,938 $ 23,964 $ 22,470 $ (3 ) $ (69 ) Asset management fees related to dispositions (2) 982 1,435 496 — — Other expense reimbursements (3) 5,096 5,055 4,301 — (510 ) Total $ 30,016 $ 30,454 $ 27,267 $ (3 ) $ (579 ) Capitalized: Acquisition fees $ 309 845 6,148 $ — (62 ) Development acquisition fees (4) 2,555 1,281 778 11 (61 ) Total $ 2,864 $ 2,126 $ 6,926 $ 11 $ (123 ) Additional Paid-In Capital: Sales commissions $ — $ — $ 4,491 $ — $ — Dealer manager fees — — 3,026 — — Offering costs 557 568 4,415 — (70 ) Distribution fees—current (5) 8,226 7,489 5,790 — (657 ) Distribution fees—trailing (5) — — — (10,188 ) (18,492 ) Total $ 8,783 $ 8,057 $ 17,722 $ (10,188 ) $ (19,219 ) (1) Includes asset management fees other than asset management fees related to dispositions. (2) Asset management fees that relate to the Company’s proportionate share of the disposition fee associated with the dispositions of joint venture partnership properties are included in asset management fees on the Company’s consolidated statement of operations. Asset management fees that relate to the disposition fee associated with dispositions of wholly-owned properties are netted against the respective gain from dispositions and are included in the related net gain amount on the Company’s consolidated statements of operations. (3) Other expense reimbursements include certain expenses incurred in connection with the services provided to the Company under the Advisory Agreement, and are included in general and administrative expenses on the Company’s consolidated statements of operations. These reimbursements include a portion of compensation expenses of individual employees of the Advisor, including certain of the Company’s named executive officers, related to activities for which the Advisor does not otherwise receive a separate fee. A portion of compensation received by certain employees of the Advisor and its affiliates may be in the form of a restricted stock grant awarded by the Company. The Company shows these as reimbursements to the Advisor to the same extent that the Company recognizes the related share-based compensation on its consolidated statements of operations. The Company reimbursed the Advisor approximately $4.4 million , $4.0 million and $4.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, related to these compensation expenses. The remaining amount of other expense reimbursements relate to other general overhead and administrative expenses including, but not limited to, allocated rent paid to both third parties and affiliates of the Advisor, equipment, utilities, insurance, travel and entertainment. (4) Development acquisition fees are included in the total development project costs of the respective properties and are capitalized in construction in progress, which is included in net investment in real estate properties on the Company’s consolidated balance sheets. Amounts also include the Company’s proportionate share of development acquisition fees relating to the joint venture partnerships, which is included in investment in unconsolidated joint venture partnerships on the Company’s consolidated balance sheets. (5) The distribution fees accrued daily and were payable monthly in arrears. The monthly amount of distribution fees payable is included in distributions payable on the consolidated balance sheets. Additionally, the Company accrued for estimated trailing amounts payable based on the shares outstanding as of the balance sheet date, which are included in distribution fees payable to affiliates on the consolidated balance sheets. All or a portion of the distribution fees were reallowed or advanced by the Dealer Manager to unaffiliated participating broker dealers or broker dealers servicing accounts of investors who own Class T shares. |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow information | The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the totals shown in the consolidated statements of cash flows: For the Year Ended December 31, (in thousands) 2019 2018 2017 Beginning of period: Cash and cash equivalents $ 5,698 $ 5,397 $ 8,358 Restricted cash 65 65 80 Cash, cash equivalents and restricted cash $ 5,763 $ 5,462 $ 8,438 End of period: Cash and cash equivalents $ 15,757 $ 5,698 $ 5,397 Restricted cash — 65 65 Cash, cash equivalents and restricted cash $ 15,757 $ 5,763 $ 5,462 Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows: For the Year Ended December 31, (in thousands) 2019 2018 2017 Interest paid, net of capitalized interest $ 49,492 $ 48,160 $ 39,354 Distributions payable 23,268 23,953 23,757 Distribution fees payable to affiliates 10,188 18,492 26,071 Distributions reinvested in common stock 35,163 48,185 45,828 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data | Selected quarterly financial data is as follows: For the Quarter Ended (in thousands, except per share data) March 31 June 30 September 30 December 31 2019 Total revenues $ — $ — $ — $ — Total operating expenses $ (2,412 ) $ (3,506 ) $ (2,271 ) $ (2,371 ) Total other income $ 360 $ 7,287 $ 142 $ 2,326 (Loss) income from continuing operations $ (2,052 ) $ 3,781 $ (2,129 ) $ (45 ) (Loss) income from discontinued operations (1) $ (414 ) $ 304 $ 1,984 $ 10,636 Net (loss) income $ (2,466 ) $ 4,085 $ (145 ) $ 10,591 Net (loss) income attributable to common shareholders $ (2,466 ) $ 4,085 $ (145 ) $ 10,591 Net (loss) income per common share - basic and diluted (2) $ (0.01 ) $ 0.02 $ 0.00 $ 0.06 Weighted-average shares outstanding 177,076 177,591 177,979 177,997 2018 Total revenues $ — $ — $ — $ — Total operating expenses $ (3,214 ) $ (2,596 ) $ (2,521 ) $ (2,831 ) Total other income $ 1,037 $ 209 $ 2,850 $ 8,116 (Loss) income from continuing operations $ (2,177 ) $ (2,387 ) $ 329 $ 5,285 Loss from discontinued operations (1) $ (2,253 ) $ (2,064 ) $ (1,898 ) $ (1,672 ) Net loss $ (4,430 ) $ (4,451 ) $ (1,569 ) $ 3,613 Net loss attributable to common shareholders $ (4,430 ) $ (4,451 ) $ (1,569 ) $ 3,613 Net loss per common share - basic and diluted (2) $ (0.03 ) $ (0.03 ) $ (0.01 ) $ 0.02 Weighted-average shares outstanding 175,565 176,183 176,456 176,912 (1) As described in “ Note 14 ,” all of the Company’s wholly-owned properties were sold as part of the Asset Sale. As of December 2019, these properties met the criteria to be classified as held for sale. As such, the results related to those properties were reclassified as discontinued operations for all periods presented. (2) Quarterly net (loss) income per common share amounts do not total the annual net loss per common share amount due to changes in the number of weighted-average shares outstanding calculated on a quarterly and annual basis and included in the net (loss) income per share calculation. |
DESCRIPTION OF BUSINESS - Addit
DESCRIPTION OF BUSINESS - Additional Information (Detail) $ in Billions | 12 Months Ended | |
Dec. 31, 2019SegmentBuilding | Aug. 20, 2019USD ($) | |
Organization and Nature of Operations [Line Items] | ||
Number of reportable segment | Segment | 1 | |
Asset sale transaction value | $ | $ 4 | |
Consolidated and Unconsolidated Properties | ||
Organization and Nature of Operations [Line Items] | ||
Real estate properties owned, buildings | Building | 296 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Real Estate Asset, Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Building | Minimum | |
Real Estate Properties [Line Items] | |
Standard depreciable life | 20 years |
Building | Maximum | |
Real Estate Properties [Line Items] | |
Standard depreciable life | 40 years |
Building and land improvements | Minimum | |
Real Estate Properties [Line Items] | |
Standard depreciable life | 5 years |
Building and land improvements | Maximum | |
Real Estate Properties [Line Items] | |
Standard depreciable life | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2019USD ($)joint_ventureshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of joint ventures | joint_venture | 2 | ||
Allowance for doubtful accounts | $ 26,000 | $ 400,000 | |
Accumulated amortization of deferred financing costs | 10,200,000 | 7,800,000 | |
Amortization of financing costs | 2,400,000 | 2,400,000 | $ 2,300,000 |
Capitalized interest cost | 900,000 | 1,700,000 | 2,500,000 |
Net income (loss) attributable to noncontrolling interests | 0 | $ 0 | $ 85,000 |
Common stock class specific expenses | $ 0 | ||
Dilutive shares | shares | 0 | 0 | 0 |
Special Units Holder | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net income (loss) attributable to noncontrolling interests | $ 0 | ||
BTC Partnership | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment charges related to property assets | $ 0 | $ 0 | $ 0 |
ASSETS HELD FOR SALE AND DISC_3
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Assets Held For Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 2,642,129 | $ 2,698,028 |
Liabilities related to assets held for sale | 771,573 | 777,471 |
Held-for-sale | Asset Sale Transaction | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Land | 784,469 | 789,840 |
Building and improvements | 1,976,044 | 1,956,788 |
Intangible lease assets | 192,957 | 208,234 |
Construction in progress | 24,308 | 16,071 |
Accumulated depreciation and amortization | (381,271) | (310,135) |
Net investment in real estate properties | 2,596,507 | 2,660,798 |
Straight-line and tenant receivables, net | 32,350 | 28,838 |
Other assets | 13,272 | 8,392 |
Assets held for sale | 2,642,129 | 2,698,028 |
Accounts payable and accrued expenses | 16,655 | 20,478 |
Mortgage notes, net | 716,470 | 717,940 |
Other liabilities | 38,448 | 39,053 |
Liabilities related to assets held for sale | $ 771,573 | $ 777,471 |
ASSETS HELD FOR SALE AND DISC_4
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Income Statement Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Income (loss) from discontinued operations | $ 10,636 | $ 1,984 | $ 304 | $ (414) | $ (1,672) | $ (1,898) | $ (2,064) | $ (2,253) | $ 12,510 | $ (7,887) | $ (10,027) |
Asset Sale Transaction | Held-for-sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Rental revenues | 250,715 | 241,299 | 223,358 | ||||||||
Rental expenses | (66,476) | (63,670) | (58,053) | ||||||||
Real estate-related depreciation and amortization | (96,402) | (111,868) | (111,619) | ||||||||
Asset management fees, related party | (23,194) | (23,247) | (21,963) | ||||||||
Interest expense | (52,133) | (50,401) | (41,750) | ||||||||
Income (loss) from discontinued operations | 12,510 | (7,887) | (10,027) | ||||||||
Straight-line rent and amortization of above- and below-market leases | (6,279) | (9,922) | (12,118) | ||||||||
Capital expenditures and development activities | $ (47,745) | $ (43,916) | $ (43,236) |
ASSETS HELD FOR SALE AND DISC_5
ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS - Narrative (Details) | Dec. 31, 2019Property |
Asset Sale Transaction | Held-for-sale | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Real estate properties owned, buildings | 236 |
INVESTMENT IN UNCONSOLIDATED _3
INVESTMENT IN UNCONSOLIDATED JOINT VENTURES PARTNERSHIPS - Investment in Unconsolidated Joint Venture (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)Building | Dec. 31, 2018USD ($)Building | |
Schedule of Equity Method Investments [Line Items] | ||
Number of Buildings | Building | 60 | 49 |
Investment in unconsolidated joint venture partnerships | $ | $ 132,160 | $ 113,869 |
BTC I Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership Percentage | 20.00% | 20.00% |
Number of Buildings | Building | 39 | 36 |
Investment in unconsolidated joint venture partnerships | $ | $ 102,965 | $ 97,128 |
BTC II Partnership | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership Percentage | 8.00% | 8.00% |
Number of Buildings | Building | 21 | 13 |
Investment in unconsolidated joint venture partnerships | $ | $ 29,195 | $ 16,741 |
DEBT - Summary of Debt (Detail)
DEBT - Summary of Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Weighted-average effective interest rate | 2.79% | 3.19% |
Total principal amount | $ 878,000 | $ 824,000 |
Less unamortized debt issuance costs | (1,431) | (3,116) |
Total debt, net | 876,569 | 820,884 |
Gross book value of properties encumbered by debt | $ 1,154,412 | 1,147,963 |
Weighted-average remaining term | 2 years 6 months | |
Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Notional Amount | $ 593,749 | $ 595,626 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Weighted-average effective interest rate | 2.91% | 3.38% |
Debt instrument, principal amount outstanding | $ 378,000 | $ 324,000 |
Line of Credit | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 2.30% | |
Line of Credit | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.40% | |
Line of Credit | Based On Alternative Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.30% | |
Line of Credit | Based On Alternative Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 0.40% | |
Line of Credit | Fixed Interest Rate | Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Notional Amount | $ 150,000 | |
Term Loan Due January 2021 | ||
Debt Instrument [Line Items] | ||
Weighted-average effective interest rate | 2.50% | 2.65% |
Debt instrument, principal amount outstanding | $ 350,000 | $ 350,000 |
Term Loan Due January 2021 | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 2.20% | |
Term Loan Due January 2021 | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.35% | |
Term Loan Due January 2021 | Based On Alternative Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.20% | |
Term Loan Due January 2021 | Based On Alternative Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 0.35% | |
Term Loan Due May 2022 | ||
Debt Instrument [Line Items] | ||
Weighted-average effective interest rate | 3.16% | 4.05% |
Debt instrument, principal amount outstanding | $ 150,000 | $ 150,000 |
Term Loan Due May 2022 | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 2.15% | |
Term Loan Due May 2022 | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.30% | |
Term Loan Due May 2022 | Based On Alternative Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 1.15% | |
Term Loan Due May 2022 | Based On Alternative Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate margin | 0.30% | |
Fixed-Rate Mortgage Notes | ||
Debt Instrument [Line Items] | ||
Weighted-average effective interest rate | 3.36% | 3.36% |
Debt instrument, principal amount outstanding | $ 716,470 | $ 717,940 |
Fixed-Rate Mortgage Notes | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.65% | |
Fixed-Rate Mortgage Notes | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.94% | |
Variable-Rate Mortgage Note | Fixed Interest Rate | Interest Rate Swap | ||
Debt Instrument [Line Items] | ||
Notional Amount | $ 93,700 | $ 95,600 |
Long-Term Debt Including Assets Held-For-Sale [Member] | ||
Debt Instrument [Line Items] | ||
Weighted-average effective interest rate | 3.04% | 3.27% |
Debt instrument, principal amount outstanding | $ 1,593,039 | $ 1,538,824 |
DEBT - Additional Information (
DEBT - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2019USD ($)contract | Dec. 31, 2018USD ($)contract | Dec. 31, 2017USD ($) | Jan. 31, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Number of interest rate swap agreements outstanding | contract | 11 | 11 | ||
Hedge ineffectiveness | $ 0 | $ 0 | $ 0 | |
Estimated hedge ineffectiveness in the next 12 months | 0 | |||
Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Notional amount | 593,749,000 | 595,626,000 | ||
Hedge ineffectiveness | $ (6,645,000) | $ 5,165,000 | $ 3,452,000 | |
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Estimated hedge ineffectiveness in the next 12 months | $ 2,600,000 |
DEBT - Summary of Location and
DEBT - Summary of Location and Fair Value of Cash Flow Hedges (Detail) $ in Thousands | Dec. 31, 2019USD ($)contract | Dec. 31, 2018USD ($)contract |
Derivatives, Fair Value [Line Items] | ||
Number of Contracts | contract | 11 | 11 |
Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value of Derivative | $ 2,514 | $ 16,438 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount | $ 593,749 | $ 595,626 |
DEBT - Effect of Derivative Ins
DEBT - Effect of Derivative Instruments (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain recognized in AOCI | $ 0 | $ 0 | $ 0 |
Change from cash flow hedging derivatives | (13,924,000) | (434,000) | 2,781,000 |
Interest Rate Swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain recognized in AOCI | (6,645,000) | 5,165,000 | 3,452,000 |
Gain reclassified from AOCI into interest expense | (7,279,000) | (5,599,000) | (671,000) |
Change from cash flow hedging derivatives | $ 52,133,000 | $ 50,401,000 | $ 41,750,000 |
FAIR VALUE - Financial Instrume
FAIR VALUE - Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Derivative instruments | $ 2,514 | $ 16,438 |
Total assets measured at fair value | 2,514 | 16,438 |
Level 1 | ||
Assets | ||
Derivative instruments | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Level 2 | ||
Assets | ||
Derivative instruments | 2,514 | 16,438 |
Total assets measured at fair value | 2,514 | 16,438 |
Level 3 | ||
Assets | ||
Derivative instruments | 0 | 0 |
Total assets measured at fair value | $ 0 | $ 0 |
FAIR VALUE - Carrying Value and
FAIR VALUE - Carrying Value and Fair Value of Certain Financial Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying Value | ||
Liabilities | ||
Line of credit | $ 378,000 | $ 324,000 |
Term loans | 500,000 | 500,000 |
Mortgage notes | 719,335 | 721,526 |
Fair Value | ||
Liabilities | ||
Line of credit | 378,000 | 324,000 |
Term loans | 500,000 | 500,000 |
Mortgage notes | $ 726,049 | $ 698,603 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | |||
Impact related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
INCOME TAXES - Preliminary Taxa
INCOME TAXES - Preliminary Taxability of Distributions on Common Shares (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Ordinary income | 36.34% | 33.53% | 33.05% |
Non-taxable return of capital | 59.83% | 60.55% | 52.10% |
Long-term capital gain | 3.83% | 5.92% | 14.85% |
Total distribution (in dollars per share) | 100.00% | 100.00% | 100.00% |
SHAREHOLDERS' EQUITY - Addition
SHAREHOLDERS' EQUITY - Additional information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Nov. 30, 2018 | Jul. 24, 2013 | |
Stockholders' Equity Detail [Line Items] | |||
Redemption discount on common stock | 7.50% | ||
Minimum holding period requirement for shares of common stock | 1 year | ||
Aggregate dollar amount of redemptions | $ 1 | ||
Common Stock | |||
Stockholders' Equity Detail [Line Items] | |||
Dollar value of common stock in offering, DRIP shares | $ 311.9 | ||
Offering price of common stock per share, DRIP shares | $ 12.33 | ||
Initial Public Offering | |||
Stockholders' Equity Detail [Line Items] | |||
Dollar value of common stock in offering, primary shares | $ 2,000 | ||
Offering price of common stock per share, primary shares (in dollars per share) | $ 10 | ||
Dollar value of common stock in offering, DRIP shares | $ 500 |
SHAREHOLDERS' EQUITY - Summary
SHAREHOLDERS' EQUITY - Summary of Changes in Shares Outstanding and Aggregate Par Value of Outstanding Shares for Each Class of Common Stock (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Redemptions of common stock, shares | (1,155) | (2,862) | (1,906) |
Class A | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, shares | 105,674 | 104,589 | 99,374 |
Issuance of common stock, Primary shares, shares | 3,696 | ||
Issuance of common stock, DRIP shares, shares | 1,719 | 2,601 | 2,910 |
Issuance of common stock, Stock grants, shares | 158 | 180 | 151 |
Redemptions of common stock, shares | (1,588) | (1,678) | (1,537) |
Forfeitures of common stock, shares | (6) | (18) | (5) |
Ending balance, shares | 105,957 | 105,674 | 104,589 |
Class T | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, shares | 71,280 | 69,925 | 58,032 |
Issuance of common stock, Primary shares, shares | 10,468 | ||
Issuance of common stock, DRIP shares, shares | 1,133 | 1,736 | 1,794 |
Issuance of common stock, Stock grants, shares | 0 | 0 | 0 |
Redemptions of common stock, shares | (370) | (381) | (369) |
Forfeitures of common stock, shares | 0 | 0 | 0 |
Ending balance, shares | 72,043 | 71,280 | 69,925 |
Common Stock | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning balance, shares | 176,954 | 174,514 | 157,406 |
Issuance of common stock, Primary shares, shares | 14,164 | ||
Issuance of common stock, DRIP shares, shares | 2,852 | 4,337 | 4,704 |
Issuance of common stock, Stock grants, shares | 158 | 180 | 151 |
Redemptions of common stock, shares | (1,958) | (2,059) | (1,906) |
Forfeitures of common stock, shares | (6) | (18) | (5) |
Ending balance, shares | 178,000 | 176,954 | 174,514 |
SHAREHOLDERS' EQUITY - Distribu
SHAREHOLDERS' EQUITY - Distributions Table (Detail) - Cash Distributions - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Stockholders' Equity [Line Items] | |||||||||||||||
Declared per Common Share (in dollars per share) | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.1425 | $ 0.57 | $ 0.57 | $ 0.57 |
Paid in Cash | $ 23,268 | $ 23,266 | $ 11,641 | $ 11,490 | $ 11,433 | $ 11,350 | $ 11,262 | $ 11,092 | $ 10,923 | $ 10,820 | $ 10,349 | $ 9,902 | $ 69,665 | $ 45,137 | $ 41,994 |
Reinvested in Shares | 0 | 0 | 11,601 | 11,699 | 11,863 | 11,897 | 11,980 | 12,086 | 12,222 | 12,242 | 11,868 | 11,447 | 23,300 | 47,826 | 47,779 |
Distributions Fees | 2,071 | 2,070 | 2,052 | 2,033 | 1,900 | 1,880 | 1,864 | 1,845 | 1,781 | 1,764 | 1,630 | 1,495 | 8,226 | 7,489 | 6,670 |
Gross Distributions | $ 25,339 | $ 25,336 | $ 25,294 | $ 25,222 | $ 25,196 | $ 25,127 | $ 25,106 | $ 25,023 | $ 24,926 | $ 24,826 | $ 23,847 | $ 22,844 | $ 101,191 | $ 100,452 | $ 96,443 |
SHAREHOLDERS' EQUITY - Redempti
SHAREHOLDERS' EQUITY - Redemption Discount Table (Detail) | Dec. 31, 2019 |
Equity [Abstract] | |
Redemption Price As Percentage Of Original Purchase Price Based Upon Share Purchase Anniversary Less Than One Year | |
One year | 92.50% |
Two years | 95.00% |
Three years | 97.50% |
Four years and longer | 100.00% |
SHAREHOLDERS' EQUITY - Redemp_2
SHAREHOLDERS' EQUITY - Redemption Table (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||
Number of eligible shares redeemed | 1,155 | 2,862 | 1,906 |
Aggregate dollar amount of shares redeemed | $ 11,440 | $ 28,097 | $ 18,345 |
Average redemption price per share (in dollars per share) | $ 9.90 | $ 9.82 | $ 9.62 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Detail) | Nov. 20, 2017USD ($)$ / shares | Sep. 30, 2012USD ($)shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2016USD ($)SubsidiaryBuilding$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Noncontrolling Interest [Line Items] | |||||
Special units issued (shares) | 100 | ||||
Value of special units issued | $ | $ 1,000 | ||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||
OP Units Holder | |||||
Noncontrolling Interest [Line Items] | |||||
Cumulative non-compounded annual pre-tax return percentage - in addition to capital invested received | 6.50% | ||||
Percentage return of net sales proceeds received upon disposition of Operating Partnership's assets | 85.00% | ||||
Special Units Holder | |||||
Noncontrolling Interest [Line Items] | |||||
Percentage return of net sales proceeds received upon disposition of Operating Partnership's assets | 15.00% | ||||
Redeemable Preferred Stock | Subsidiary REITs | |||||
Noncontrolling Interest [Line Items] | |||||
Number of subsidiary real estate investment trusts acquired | Subsidiary | 4 | ||||
Number of buildings owned by each subsidiary real estate investment trust | Building | 1 | ||||
Aggregate purchase price of subsidiary REITs | $ | $ 106,300,000 | ||||
Annual preferred dividend rate | 12.50% | ||||
Preferred stock, shares issued | 500 | ||||
Preferred stock, shares outstanding | 500 | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 1,000 | ||||
Preferred stock, aggregate amount | $ | $ 500,000 | ||||
Preferred stock, redemption value (in dollars per share) | $ / shares | $ 1,000 | ||||
Payments for repurchase of preferred stock | $ | $ 600,000 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Detail) | Oct. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 |
Advisor | |||
Related Party Transaction [Line Items] | |||
Advisory agreement period | 1 year | ||
Acquisition fees - percent of total purchase price of real estate properties acquired in the operational stage | 2.00% | ||
Acquisition fees - percent of total project costs for real estate properties acquired in the development stage | 4.00% | ||
Asset management fees - percentage of aggregate cost or investment of any interest in any other real estate related entity or any type of debt investment or other investment | 0.80% | ||
Asset management fees - monthly one-twelfth of percentage of aggregate cost or investment of any interest in any other real estate related entity or any type of debt investment or other investment | 0.067% | ||
Asset management fees - percentage of aggregate cost of each real estate property asset located outside U.S. | 1.20% | ||
Asset management fees - monthly one-twelfth of percentage of aggregate cost of each real estate property asset located outside U.S. | 0.10% | ||
Asset management fees - percentage of aggregate cost of each real estate property asset located in the U.S. | 0.80% | ||
Asset management fees - monthly one-twelfth of percentage of aggregate cost of each real estate property asset located in the U.S. | 0.067% | ||
Asset management fees - disposition percentage | 0.62% | 2.50% | |
Organization and offering expense reimbursement to advisor or affiliates as a percentage of gross offering proceeds | 2.00% | ||
Advisor | Interest in Other Real Estate-Related Entity | |||
Related Party Transaction [Line Items] | |||
Acquisition fees - percent of total purchase price of real estate properties acquired in the operational stage | 2.00% | ||
Advisor | Proportionate Share of Property Owned By Real Estate Related Entity | Property Owned By Real Estate-Related Entity | |||
Related Party Transaction [Line Items] | |||
Acquisition fees - percent of total purchase price of real estate properties acquired in the operational stage | 2.00% | ||
Advisor | Debt Investment or Other Investment | |||
Related Party Transaction [Line Items] | |||
Acquisition fees - percent of total purchase price of real estate properties acquired in the operational stage | 1.00% | ||
Advisor | Maximum | |||
Related Party Transaction [Line Items] | |||
Property management fee | 5.00% | ||
Property leasing fee of first years annual gross revenues | 8.00% | ||
Advisor | Minimum | |||
Related Party Transaction [Line Items] | |||
Property management fee | 2.00% | ||
Property leasing fee of first years annual gross revenues | 2.00% | ||
Dealer Manager | Class A | |||
Related Party Transaction [Line Items] | |||
Sales commission fees - percent of gross proceeds | 7.00% | ||
Dealer manager fees - percent of gross proceeds | 2.50% | ||
Dealer Manager | Class T | |||
Related Party Transaction [Line Items] | |||
Sales commission fees - percent of gross proceeds | 2.00% | ||
Dealer manager fees - percent of gross proceeds | 2.00% | ||
Annual distribution fee percentage | 1.00% |
RELATED PARTY TRANSACTIONS - Su
RELATED PARTY TRANSACTIONS - Summary of Fees and Expenses Incurred by Company (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Expensed: | |||
Asset management fees | $ 23,938 | $ 23,964 | $ 22,470 |
Asset management fees related to dispositions | 982 | 1,435 | 496 |
Other expense reimbursements | 5,096 | 5,055 | 4,301 |
Total | 30,016 | 30,454 | 27,267 |
Asset management fees, payable | (3) | (69) | |
Asset management fees related to dispositions, payable | 0 | 0 | |
Other expense reimbursements, payable | 0 | (510) | |
Total | (3) | (579) | |
Capitalized: | |||
Acquisition fees | 309 | 845 | 6,148 |
Development acquisition fees | 2,555 | 1,281 | 778 |
Total | 2,864 | 2,126 | 6,926 |
Acquisition fees, payable | 0 | (62) | |
Development acquisition fees, payable | 11 | (61) | |
Total | 11 | (123) | |
Additional Paid-In Capital: | |||
Sales commissions | 0 | 0 | 4,491 |
Dealer manager fees | 0 | 0 | 3,026 |
Offering costs | 557 | 568 | 4,415 |
Distribution fees - current | 8,226 | 7,489 | 5,790 |
Distribution fees - trailing | 0 | 0 | 0 |
Total | 8,783 | 8,057 | 17,722 |
Sales commissions, payable | 0 | 0 | |
Dealer manager fees, payable | 0 | 0 | |
Offering costs, payable | 0 | (70) | |
Distribution fees - current, payable | 0 | (657) | |
Distribution fees payable to affiliates | (10,188) | (18,492) | (26,071) |
Total | (10,188) | (19,219) | |
Advisor | |||
Additional Paid-In Capital: | |||
Expenses reimbursements for services | $ 4,400 | $ 4,000 | $ 4,000 |
RELATED PARTY TRANSACTIONS - Jo
RELATED PARTY TRANSACTIONS - Joint Venture Agreement (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 246 | $ 217 | |
Limited Liability Company | Joint Venture Agreement | BTC Partnership | |||
Related Party Transaction [Line Items] | |||
Acquisition and asset management fee incurred | 11,100 | 7,500 | $ 5,800 |
Due to affiliates | $ 10,150 | $ 200 |
RELATED PARTY TRANSACTIONS - Tr
RELATED PARTY TRANSACTIONS - Transactions with Affiliates (Details) - USD ($) | 1 Months Ended | |
Mar. 31, 2013 | Sep. 30, 2012 | |
Related Party Transaction [Line Items] | ||
Operating partnership units owned | 20,000 | |
Special units issued (shares) | 100 | |
Value of special units issued | $ 1,000 | |
Advisor | ||
Related Party Transaction [Line Items] | ||
Common stock, shares sold | 20,000 | |
Limited Partner | ||
Related Party Transaction [Line Items] | ||
Operating Partnership Units, issued | 19,800 | |
Operating Partnership Units, value | $ 198,000 | |
Ownership percentage | 99.00% | |
General Partner | ||
Related Party Transaction [Line Items] | ||
Operating Partnership Units, issued | 200 | |
Operating Partnership Units, value | $ 2,000 | |
Ownership percentage | 1.00% | |
Industrial Property Advisors Group LLC | ||
Related Party Transaction [Line Items] | ||
Special units issued (shares) | 100 | |
Value of special units issued | $ 1,000 | |
Common Stock | Advisor | ||
Related Party Transaction [Line Items] | ||
Offering price of common stock per share, primary shares (in dollars per share) | $ 10 | |
IPT-GP | ||
Related Party Transaction [Line Items] | ||
Amount contributed to a wholly-owned subsidiary | $ 2,000 | |
IPT-GP | General Partner | ||
Related Party Transaction [Line Items] | ||
Operating Partnership Units, distributions | 200 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Disclosure of Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest paid, net of capitalized interest | $ 49,492 | $ 48,160 | $ 39,354 |
Distributions payable | 23,268 | 23,953 | 23,757 |
Distribution fees payable to affiliates | 10,188 | 18,492 | 26,071 |
Distributions reinvested in common stock | $ 35,163 | $ 48,185 | $ 45,828 |
SUPPLEMENTAL CASH FLOW INFORM_4
SUPPLEMENTAL CASH FLOW INFORMATION - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 15,757 | $ 5,698 | $ 5,397 | $ 8,358 |
Restricted cash | 0 | 65 | 65 | 80 |
Cash, cash equivalents and restricted cash | $ 15,757 | $ 5,763 | $ 5,462 | $ 8,438 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) - Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Total operating expenses | (2,371) | (2,271) | (3,506) | (2,412) | (2,831) | (2,521) | (2,596) | (3,214) | (10,560) | (11,162) | (9,698) |
Total other income | (2,326) | (142) | (7,287) | (360) | (8,116) | (2,850) | (209) | (1,037) | (10,115) | (12,212) | (1,493) |
(Loss) income from continuing operations | (45) | (2,129) | 3,781 | (2,052) | 5,285 | 329 | (2,387) | (2,177) | (445) | 1,050 | (8,205) |
(Loss) income from discontinued operations | 10,636 | 1,984 | 304 | (414) | (1,672) | (1,898) | (2,064) | (2,253) | 12,510 | (7,887) | (10,027) |
Net income (loss) | 10,591 | (145) | 4,085 | (2,466) | 3,613 | (1,569) | (4,451) | (4,430) | 12,065 | (6,837) | (18,232) |
Net income (loss) attributable to common shareholders | $ 10,591 | $ (145) | $ 4,085 | $ (2,466) | $ 3,613 | $ (1,569) | $ (4,451) | $ (4,430) | $ 12,065 | $ (6,837) | $ (18,317) |
Net (loss) income per common share - basic and diluted (in dollars per share) | $ 0.06 | $ 0 | $ 0.02 | $ (0.01) | $ 0.02 | $ (0.01) | $ (0.03) | $ (0.03) | $ 0.07 | $ (0.04) | $ (0.11) |
Weighted-average shares outstanding (in shares) | 177,997 | 177,979 | 177,591 | 177,076 | 176,912 | 176,456 | 176,183 | 175,565 | 177,663 | 176,283 | 169,270 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event $ / shares in Units, $ in Thousands | Feb. 03, 2020shares | Jan. 08, 2020USD ($)joint_venturemergerlimited_liability_companybusiness_day$ / shares |
Subsequent Event [Line Items] | ||
Disbursement agreement percent | 65.00% | |
Discontinued Operations | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Consideration received | $ 4,000,000 | |
Mortgage notes, net | $ 744,900 | |
Number of joint ventures excluded from sale | joint_venture | 2 | |
Number of mergers | merger | 2 | |
Number of limited liability companies | limited_liability_company | 9 | |
Operating Partnership | ||
Subsequent Event [Line Items] | ||
Disbursement agreement percent | 100.00% | |
Operating Partnership | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Repayments of debt | $ 957,300 | |
Payments for costs and transaction expenses | 33,400 | |
Special Partnership Units | Operating Partnership | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Distributions | 57,900 | |
Class A | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Remaining distribution amount | $ 2,230,000 | |
Distribution period (in business days) | business_day | 5 | |
Special distribution (in dollars per share) | $ / shares | $ 12.54 | |
Class A | Operating Partnership | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Distributions | $ 2,260,000 | |
Class T | ||
Subsequent Event [Line Items] | ||
Conversion basis of Class T stock | shares | 1 | |
External advisor | ||
Subsequent Event [Line Items] | ||
Disbursement agreement percent | 35.00% | |
External advisor | Asset Management Fee | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Management fee | $ 24,750 | |
Maximum | Class T | Asset Sale Transaction | ||
Subsequent Event [Line Items] | ||
Amount deducted from the distribution per share (in dollars per share) | $ / shares | $ 0.17 |