Real Estate and Intangibles | 3. Real Estate and Intangibles Formation transactions The contribution of the investments of the Easterly Funds to the Operating Partnership pursuant to the formation transactions is accounted for as transactions among entities under common control. As a result, the fair value of the real estate investments at the time of the formation transactions was deemed the initial cost. Such fair value was allocated to the underlying real estate properties, related intangible assets and liabilities and mortgage debt ascribed to the properties. Refer to Note 5 (Fair Value Measurements) for additional discussion on fair value. Prior to the IPO on February 11, 2015, the Easterly Funds qualified as investment companies pursuant to ASC 946 Financial Services – Investment Companies As part of the formation transactions, Western Devcon entered into a contribution agreement with us and the Operating Partnership pursuant to which it contributed its 100% equity interest in each of 14 properties to the Operating Partnership upon completion of the IPO. In exchange for its contribution, Western Devcon received 5,759,819 common units in the Operating Partnership valued at the time of the IPO at $86.4 million. This contribution has been accounted for as a business combination using purchase accounting. The total estimated purchase price, equal to the aggregate value of the Operating Partnership’s common units plus the estimated fair value of debt assumed, was allocated to the net tangible assets and intangible assets based on their estimated fair values as of the completion of the acquisition of the Western Devcon properties. As part of the formation transactions, we acquired the following properties, as set forth in the table below: Property Location Property Type Rentable Square Easterly Portfolio IRS - Fresno Fresno, CA Office 180,481 PTO- Arlington Arlington, VA Office 189,871 FBI - San Antonio San Antonio, TX Office 148,584 FBI - Omaha Omaha, NE Office 112,196 ICE - Charleston North Charleston, SC Office 86,733 DOT - Lakewood Lakewood, CO Office 122,225 USFS II - Albuquerque Albuquerque, TX Office 98,720 USFS I - Albuquerque Albuquerque, TX Office 92,455 AOC - Del Rio Del Rio, TX Courthouse/Office 89,880 DEA - Dallas Dallas, TX Office 71,827 DEA - Albany Albany, NY Office 31,976 FBI - Little Rock Little Rock, AR Office 101,977 CBP - Sunburst Sunburst, MT Office 33,000 USCG - Martinsburg Martinsburg, WV Office 59,547 MEPCOM - Jacksonville Jacksonville, FL Office 30,000 Total 1,449,472 Western Devcon CBP - Savannah Savannah, GA Laboratory 35,000 AOC - El Centro El Centro, TX Courthouse/Office 46,813 DEA - Vista Vista, CA Laboratory 54,119 DEA - Santa Ana Santa Ana, CA Office 39,905 CBP - Chula Vista Chula Vista, CA Office 59,397 DEA - North Highlands Sacramento, CA Office 37,975 DEA - Otay San Diego, CA Office 32,560 DEA - Riverside Riverside, CA Office 34,354 SSA - Mission Viejo Mission Viejo, CA Office 11,590 SSA - San Diego San Diego, CA Office 11,743 DEA - San Diego San Diego, CA Warehouse 16,100 2650 SW 145th Avenue - Parbel of Florida Miramar, FL Warehouse/Distribution 81,721 5998 Osceola Court - United Technologies Midland, GA Manufacturing Warehouse 105,641 501 East Hunter Street - Lummus Corporation Lubbock, TX Distribution 70,078 Total 636,996 The fair values of the assets acquired and liabilities assumed upon completion of the formation transactions are as follows (dollars in thousands): Easterly Western Devcon, Inc. Total Real estate Land $ 43,681 $ 35,573 $ 79,254 Building 411,472 107,424 518,896 Acquired tenant improvements 27,441 4,388 31,829 Total real estate 482,594 147,385 629,979 Intangible assets In-place leases 61,218 21,308 82,526 Acquired leasing commissions 11,257 4,350 15,607 Above-market leases 2,644 7,763 10,407 Total intangible assets 75,119 33,421 108,540 Intangible liabilities Below-market leases (34,383 ) (2,322 ) (36,705 ) Total intangible liabilities (34,383 ) (2,322 ) (36,705 ) Debt assumed (271,622 ) (92,087 ) (363,709 ) Net current assets transferred 8,979 — 8,979 Net assets acquired $ 260,687 $ 86,397 $ 347,084 Post Formation Acquisition Activities For the period from February 11, 2015 to September 30, 2015, we acquired three properties, DOE – Lakewood, AOC – Aberdeen, and ICE – Otay for an aggregate purchase price of $50.9 million. We allocated the purchase prices of these acquisitions based on the estimated fair values of the acquired assets and assumed liabilities as follows: Total Real estate Land $ 4,776 Building 43,767 Acquired tenant improvements 759 Total real estate 49,302 Intangible assets In-place leases 7,060 Acquired leasing commissions 1,736 Above-market leases 48 Total intangible assets 8,844 Intangible liabilities Below-market leases (7,221 ) Total intangible liabilities (7,221 ) Purchase price $ 50,925 We did not assume any debt upon acquisition of the three properties. The fair value of the assets acquired and liabilities assumed in 2015 are preliminary as we continue to finalize their acquisition date fair value determination. The intangible assets and liabilities have an aggregate weighted average amortization period of 7.38 years as of September 30, 2015. For the period of February 11, 2015 to September 30, 2015, we included $49.2 million of revenues and $10.4 million of net income in our consolidated statement of operations related to the properties contributed or acquired. During the nine months ended September 30, 2015, we incurred $1.9 million of acquisition-related costs associated with the contribution of Western Devcon assets and the acquisition of DOE – Lakewood, AOC – Aberdeen and ICE – Otay and $1.7 million in formation expenses, which include costs associated with the contribution of the investments of the Easterly Funds. Pro Forma Financial Information The unaudited pro forma financial information set forth below presents results for the nine months ended September 30, 2015 and 2014 as if the formation transactions and the acquisitions of DOE – Lakewood, AOC – Aberdeen and ICE – Otay had occurred on January 1, 2014. The pro forma information is not necessarily indicative of the results that actually would have occurred nor does it intend to indicate future operating results (dollars in thousands): For the nine months ended September 30, Proforma (unaudited) 2015 2014 Total rental revenue $ 60,356 $ 60,356 Net income (loss) (1) 3,760 224 (1) The net income for the nine months ended September 30, 2015 excludes $3.5 million of property acquisition and formation costs incurred in the nine months ended September 30, 2015. Additionally, the net income for the nine months ended September 30, 2014 was adjusted to include these acquisition and formation costs. Real estate and intangibles consisted of the following as of September 30, 2015 (dollars in thousands): Total Real estate Land $ 84,030 Building 562,961 Acquired tenant improvements 32,588 Accumulated amortization (11,545 ) Total Real Estate $ 668,034 Intangible assets In-place leases $ 89,586 Acquired leasing commissions 17,343 Above market leases 10,454 Accumulated amortization (12,726 ) Total Intangible assets $ 104,657 Intangible liabilities Below market leases $ (43,926 ) Accumulated amortization 4,236 Total Intangible liabilities $ (39,690 ) The net projected amortization of total intangible assets and intangible liabilities as of September 30, 2015 are as follows (dollars in thousands): Total Intangible assets 2015 5,263 2016 20,020 2017 18,603 2018 15,199 2019 10,427 Thereafter 35,145 $ 104,657 Intangible liabilities 2015 (1,733 ) 2016 (6,812 ) 2017 (6,614 ) 2018 (6,249 ) 2019 (4,504 ) Thereafter (13,778 ) $ (39,690 ) |