Investments | 3. Investments As of March 31, 2020, the Company had investments in 1,050 properties, including eight developments in progress and one undeveloped land parcel. Of these 1,050 properties, 949 represented owned properties (of which nine were subject to leases accounted for as direct financing leases or loans), 9 represented ground lease interests (of which one building was subject to a lease accounted for as a direct financing lease) and 92 represented properties which secure the Company’s investments in eight mortgage loans receivable. The Company’s gross investment portfolio totaled $2.1 billion as of March 31, 2020 and consisted of gross acquisition cost of real estate investments (including transaction costs) totaling $2.0 billion, and loans and direct financing lease receivables, net, with an aggregate carrying amount of $99.5 million. As of March 31, 2020, 248 of these investments, comprising $342.7 million of net investments, were assets of consolidated special purpose entity subsidiaries and were pledged as collateral under the non-recourse obligations of the Company’s Master Trust Funding Program. (See Note 6—Secured Borrowings.) As of December 31, 2019, the Company had investments in 1,000 property locations, including eight developments in progress and one undeveloped land parcel. Of these 1,000 property locations, 897 represented owned properties (of which eight were subject to leases accounted for as direct financing leases or loans), and 12 represented ground lease interests (of which one building was subject to a lease accounted for as a direct financing lease) and 91 represented properties which secure the Company’s investments in six mortgage loans receivable. The Company’s gross investment portfolio totaled $2.0 billion as of December 31, 2019 and consisted of gross acquisition cost of real estate investments (including transaction costs) totaling $1.9 billion and loans and direct financing lease receivables, net, with an aggregate carrying amount of $92.2 million. As of December 31, 2019, 355 of these investments, comprising $601.3 million of net investments, were assets of consolidated special purpose entity subsidiaries and were pledged as collateral under the non-recourse obligations of these special purpose entities. Acquisitions in 2020 During the three months ended March 31, 2020, the Company did not have any acquisitions that individually represented more than 5% of the Company’s total investment activity as of March 31, 2020. The following table presents information about the Company’s acquisition activity during the three months ended March 31, 2020: (Dollar amounts in thousands) Total Investments Ownership type Fee Interest Number of properties acquired 61 Allocation of Purchase Price: Land and improvements $ 48,626 Building and improvements 97,311 Construction in progress (1) 3,656 Intangible lease assets 3,094 Assets acquired 152,687 Intangible lease liabilities — Liabilities assumed — Purchase price (including acquisition costs) $ 152,687 (1) Represents amounts incurred at and subsequent to acquisition and includes $0.1 million of capitalized interest expense. Acquisitions in 2019 During the three months ended March 31, 2019, the Company did not complete any acquisitions that individually represented more than 5% of the Company’s total investment activity as of March 31, 2019. The following table presents information about the Company’s acquisition activity during the three months ended March 31, 2019: (Dollar amounts in thousands) Total Investments Ownership type Fee Interest Number of properties acquired 51 Allocation of Purchase Price: Land and improvements $ 36,375 Building and improvements 79,291 Construction in progress (2) 1,135 Intangible lease assets 3,818 Assets acquired 120,620 Intangible lease liabilities (117 ) Liabilities assumed (117 ) Purchase price (including acquisition costs) $ 120,503 (1) Represents amounts incurred at and subsequent to acquisition and includes approximately $25,000 of capitalized interest. Gross Investment Activity During the three months ended March 31, 2020 and 2019, the Company had the following gross investment activity: (Dollar amounts in thousands) Number of Investment Locations Dollar Amount of Investments Gross investments, January 1, 2019 677 $ 1,394,549 Acquisitions of and additions to real estate investments (1) 51 123,896 Sales of investments in real estate (7) (10,651 ) Relinquishment of properties at end of ground lease term (1) (241 ) Provisions for impairment of real estate (2) (1,440 ) Investments in loans receivable (3) 207 Principal collections on direct financing lease receivables (9) (5,769 ) Other (501 ) Gross investments, March 31, 2019 1,500,050 Less: Accumulated depreciation and amortization (4) (60,230 ) Net investments, March 31, 2019 711 $ 1,439,820 Gross investments, January 1, 2020 1,000 $ 2,002,314 Acquisitions of and additions to real estate investments 61 160,433 Sales of investments in real estate (10) (19,207 ) Relinquishment of properties at end of ground lease term (3) (1,931 ) Provisions for impairment of real estate (5) (373 ) Investments in loans receivable 2 8,024 Principal collections on loans and direct financing lease receivables (66 ) Other (637 ) Gross investments, March 31, 2020 2,148,557 Less: Accumulated depreciation and amortization (4) (100,473 ) Net investments, March 31, 2020 1,050 $ 2,048,084 (1) During the three months ended March 31, 2019, the Company acquired nine properties that had secured one of its loans receivables for an aggregate purchase price of $8.2 million. These loans receivable had a carrying value of $5.7 million prior to their settlement. (2) During the three months ended March 31, 2019, the Company identified and recorded provisions for impairment at 1 vacant and 3 tenanted properties. (3) Relates to financing at one property securing a $3.4 million development construction loan as the land at this location is included in gross investments on January 1, 2019. (4) Includes $81.3 million and $45.3 million of accumulated depreciation as of March 31, 2020 and 2019, respectively. (5) During the three months ended March 31, 2020, the Company identified and recorded provisions for impairment at 2 vacant properties. Real Estate Investments The Company’s investment properties are leased to tenants under long-term operating leases that typically include one or more renewal options. See Note 10—Leases for more information about the Company’s leases. Loans and Direct Financing Lease Receivables As of March 31, 2020 and December 31, 2019, the Company had nine and seven loans receivable with an aggregate carrying amount of $97.6 million and $89.6 million, respectively. During the three months ended March 31, 2020, the borrowers did not settle or repay any loans partially or in full. The Company entered into two arrangements accounted for as loans receivable during the three months ended March 31, 2020 with an aggregate carrying value of $7.0 million as of March 31, 2020. The maximum amount of loss due to credit risk is our current principal balance of $97.6 million. During the three months ended March 31, 2019, the Company did not enter into any loan receivable arrangements. The Company’s loans receivable as of March 31, 2020 and December 31, 2019 are summarized as follows (dollar amounts in thousands): Principal Balance Outstanding Loan Type Monthly Payment Number of Secured Properties Interest Rate Maturity Date March 31, 2020 December 31, 2019 Mortgage (1)(2) Interest only 2 8.80% 2039 $ 12,000 $ 12,000 Mortgage (2) Principal + Interest 2 8.10% 2059 6,125 5,125 Mortgage (1) Interest only 2 8.53% 2039 7,300 7,300 Mortgage (1) Interest only 69 8.16% 2034 28,000 28,000 Mortgage (1) Interest only 18 8.05% 2034 34,604 34,604 Mortgage (1) Interest only 1 8.42% 2040 5,300 — Leasehold interest (4) Principal + Interest (4) 10.69% 2039 1,432 1,435 Leasehold interest (5) Principal + Interest 1 2.25% 2034 1,150 1,164 Leasehold interest (5) Principal + Interest 1 2.41% 2034 1,705 — Net investment $ 97,616 $ 89,628 (1 ) Loan requires monthly payments of interest only with a balloon payment due at maturity. (2) Loan allows for prepayments in whole or in part without penalty. (3) Loan was secured by a mortgage on the building and improvements at the development property. The Company provided periodic funding to the borrower under this arrangement as construction progressed. (4) This leasehold interest transaction is accounted for as a loan receivable, as the lease for two land parcels contains an option for the lessee to repurchase the leased assets in 2024 or 2025. (5) These leasehold interest transactions are accounted for as loans receivable, as the leases for each property contain options for the lessee to repurchase the leased asset in the future. Scheduled principal payments due under the Company’s loans receivable as of March 31, 2020 were as follows: (in thousands) Loans Receivable April 1 - December 31, 2020 $ 112 2021 165 2022 174 2023 184 2024 195 Thereafter 96,786 Total $ 97,616 As of March 31, 2020 and December 31, 2019, the Company had $2.5 million and $2.6 million, respectively, of net investments accounted for as direct financing lease receivables. The components of the investments accounted for as direct financing lease receivables were as follows: (in thousands) March 31, 2020 December 31, 2019 Minimum lease payments receivable $ 3,782 $ 3,866 Estimated unguaranteed residual value of leased assets 270 270 Unearned income from leased assets (1,523 ) (1,581 ) Net investment $ 2,529 $ 2,555 Scheduled future minimum non-cancelable base rental payments due to be received under the direct financing lease receivables as of March 31, 2020 were as follows: (in thousands) Future Minimum Base Rental Payments April 1 - December 31, 2020 $ 253 2021 340 2022 345 2023 347 2024 289 Thereafter 2,208 Total $ 3,782 Allowance for Loan Losses As discussed in Note 2, the Company utilizes the RELEM model which estimates losses on loans and direct financing lease receivables for purposes of calculating an allowance for loan losses. As of March 31, 2020, the Company recorded an allowance for loan losses of $0.7 million. Changes in the Company’s allowance for loan losses are presented within provision for loan losses in the Company’s consolidated statements of operations. For the three months ended March 31, 2020, the changes to allowance for loan losses were as follows: (in thousands) Loans and Direct Financing Lease Receivables Balance at December 31, 2019 $ — Cumulative-effect adjustment upon adoption of ASC 326 188 Current period provision for expected credit losses (1) 468 Write-offs charged — Recoveries — Balance at March 31, 2020 $ 656 (1 ) The increase in expected credit losses is related to the change in assumptions related to current macroeconomic factors related to COVID-19. The significant credit quality indicators for the Company’s loans and direct financing lease receivables measured at amortized cost, were as follows as of March 31, 2020: Amortized Cost Basis by Origination Year (in thousands) 2020 2019 2018 2017 2016 Total Amortized Costs Basis Credit Quality Indicator: LTV <60% $ — $ 28,000 $ — $ — $ 832 $ 28,832 LTV 60%-70% — 34,605 — — 1,100 35,704 LTV >70% 7,024 28,027 — — 883 35,935 $ 7,024 $ 90,631 $ — $ — $ 2,815 $ 100,471 Real Estate Investments Held for Sale The Company continually evaluates its portfolio of real estate investments and may elect to dispose of investments considering criteria including, but not limited to, tenant concentration, tenant credit quality, tenant operation type (e.g., industry, sector or concept), unit-level financial performance, local market conditions and lease rates, associated indebtedness and asset location. Real estate investments held for sale are expected to be sold within twelve months. The following table shows the activity in real estate investments held for sale and intangible lease liabilities held for sale during the three months ended March 31, 2020 and 2019 (Dollar amounts in thousands) Number of Properties Real Estate Investments Intangible Lease Liabilities Net Carrying Value Held for sale balance, December 31, 2018 — $ — $ — $ — Transfers to held for sale classification 2 3,765 — 3,765 Sales — — — — Transfers to held and used classification — — — — Held for sale balance, March 31, 2019 2 $ 3,765 $ — $ 3,765 Held for sale balance, December 31, 2019 1 $ 1,211 $ — $ 1,211 Transfers to held for sale classification 3 1,528 — 1,528 Sales (1 ) $ (1,211 ) $ — $ (1,211 ) Transfers to held and used classification — — — — Held for sale balance, March 31, 2020 3 $ 1,528 $ — $ 1,528 Significant Concentrations The Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose rental revenue for the three months ended March 31, 2020 or 2019 represented 10% or more of total rental revenue in the Company’s consolidated statements of operations. The following table lists the states where the rental revenue from the properties in that state during the periods presented represented 10% or more of total rental revenue in the Company’s consolidated statements of operations: Three months ended March 31, State 2020 2019 Texas 11.6% 12.6% Georgia 10.2% 11.1% Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of the dates presented: March 31, 2020 December 31, 2019 (in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Intangible assets: In-place leases $ 67,029 $ 15,259 $ 51,770 $ 64,828 $ 14,195 $ 50,633 Intangible market lease assets 13,563 4,088 9,475 14,094 4,228 9,866 Total intangible assets $ 80,592 $ 19,347 $ 61,245 $ 78,922 $ 18,423 $ 60,499 Intangible market lease liabilities $ 11,930 $ 2,624 $ 9,306 $ 12,054 $ 2,490 $ 9,564 The remaining weighted average amortization periods for the Company’s intangible assets and liabilities as of March 31, 2020, by category and in total, were as follows: Years Remaining In-place leases 10.5 Intangible market lease assets 14.5 Total intangible assets 11.1 Intangible market lease liabilities 15.7 The following table discloses amounts recognized within the consolidated statements of operations related to amortization of in-place leases, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization and accretion of above- and below-market ground leases for the periods presented: Three months ended March 31, (in thousands) 2020 2019 Amortization of in-place leases (1) $ 1,679 $ 1,332 Amortization (accretion) of market lease intangibles, net (2) 80 244 Amortization (accretion) of above- and below-market ground lease intangibles, net (3) 122 — (1) Reflected within depreciation and amortization expense. (2) Reflected within rental revenue. (3) Reflected within property expenses. The following table provides the projected amortization of in-place lease assets to depreciation and amortization expense and net amortization of above- and below-market lease intangibles to rental revenue for the next five years: (in thousands) April 1- December 31, 2020 2021 2022 2023 2024 In-place lease assets $ 4,960 $ 6,435 $ 6,276 $ 5,825 $ 5,044 Adjustment to amortization expense $ 4,960 $ 6,435 $ 6,276 $ 5,825 $ 5,044 Above-market lease assets $ (616 ) $ (814 ) $ (813 ) $ (781 ) $ (746 ) Below-market lease liabilities 412 552 553 506 505 Net adjustment to rental revenue $ (204 ) $ (262 ) $ (260 ) $ (275 ) $ (241 ) |