Investments | Investments As of June 30, 2020, the Company had investments in 1,060 properties, including six developments in progress and one undeveloped land parcel. Of these 1,060 properties, 960 represented owned properties (of which 11 were subject to leases accounted for as direct financing leases or loans), 8 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 nine mortgage loans receivable. The Company’s gross investment portfolio totaled $2.2 billion as of June 30, 2020 and consisted of gross acquisition cost of real estate investments (including transaction costs) totaling $2.1 billion, and loans and direct financing lease receivables, net, with an aggregate carrying amount of $101.0 million. As of June 30, 2020, 255 of these investments, comprising $364.8 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), 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 six months ended June 30, 2020, the Company did not have any acquisitions that individually represented more than 5% of the Company’s total investment activity as of June 30, 2020. The following table presents information about the Company’s acquisition activity during the six months ended June 30, 2020: (Dollar amounts in thousands) Total Ownership type Fee Interest Number of properties acquired 73 Allocation of Purchase Price: Land and improvements $ 63,100 Building and improvements 114,469 Construction in progress (1) 9,641 Intangible lease assets 3,094 Assets acquired 190,304 Intangible lease liabilities — Liabilities assumed — Purchase price (including acquisition costs) $ 190,304 _____________________________________ (1) Represents amounts incurred at and subsequent to acquisition and includes $0.2 million of capitalized interest expense. Acquisitions in 2019 During the six months ended June 30, 2019, the Company did not complete any acquisitions that individually represented more than 5% of the Company’s total investment activity as of June 30, 2019. The following table presents information about the Company’s acquisition activity during the six months ended June 30, 2019: (Dollar amounts in thousands) Total Ownership type Fee Interest Number of properties acquired 137 Allocation of Purchase Price: Land and improvements $ 96,418 Building and improvements 175,074 Construction in progress (1) 5,754 Intangible lease assets 10,338 Assets acquired 287,584 Intangible lease liabilities (117) Liabilities assumed (117) Purchase price (including acquisition costs) $ 287,467 _____________________________________ (1) Represents amounts incurred at and subsequent to acquisition and includes $0.1 million of capitalized interest. Gross Investment Activity During the six months ended June 30, 2020 and 2019, the Company had the following gross investment activity: (Dollar amounts in thousands) Number of Dollar Gross investments, January 1, 2019 677 $ 1,394,549 Acquisitions of and additions to real estate investments (1) 137 290,943 Sales of investments in real estate (18) (35,383) Relinquishment of properties at end of ground lease term (1) (241) Provisions for impairment of real estate (2) (1,921) Investments in loans receivable 5 23,566 Principal collections on direct financing lease receivables (11) (10,412) Other (866) Gross investments, June 30, 2019 1,660,235 Less: Accumulated depreciation and amortization (3) (69,010) Net investments, June 30, 2019 789 $ 1,591,225 Gross investments, January 1, 2020 1,000 $ 2,002,314 Acquisitions of and additions to real estate investments 73 207,774 Sales of investments in real estate (13) (21,882) Relinquishment of properties at end of ground lease term (3) (1,931) Provisions for impairment of real estate (4) (1,859) Investments in loans receivable 3 9,656 Principal collections on loans and direct financing lease receivables (130) Other (1,328) Gross investments, June 30, 2020 2,192,614 Less: Accumulated depreciation and amortization (3) (113,235) Net investments, June 30, 2020 1,060 $ 2,079,379 _____________________________________ (1) During the six months ended June 30, 2019, the Company acquired nine properties that had secured one of its loans receivable for an aggregate purchase price of $8.2 million. This loan receivable had a carrying value of $5.7 million prior to our acquisition of the mortgaged properties. (2) During the six months ended June 30, 2019, the Company identified and recorded provisions for impairment at 1 vacant and 5 tenanted properties. (3) Includes $92.9 million and $53.0 million of accumulated depreciation as of June 30, 2020 and 2019, respectively. (4) During the six months ended June 30, 2020, the Company identified and recorded provisions for impairment at 4 vacant properties and 1 tenanted property. 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 June 30, 2020 and December 31, 2019, the Company had ten and seven loans receivable with an aggregate carrying amount of $99.2 million and $89.6 million, respectively. During the three and six months ended June 30, 2020, the borrowers partially repaid $0.1 million in principal on loans receivable. The Company entered into three arrangements accounted for as loans receivable during the six months ended June 30, 2020 with an aggregate carrying value of $8.6 million as of June 30, 2020. The maximum amount of loss due to credit risk is our current principal balance of $99.2 million. During the six months ended June 30, 2019, the Company entered into three loan receivable arrangements. The Company’s loans receivable as of June 30, 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 June 30, December 31, 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 (3) Principal + Interest 2 10.69% 2039 1,435 1,435 Leasehold interest (4) Principal + Interest 1 2.25% 2034 1,137 1,164 Leasehold interest (4) Principal + Interest 1 2.41% 2034 1,685 — Leasehold interest (4) Principal + Interest 1 4.97% 2038 $ 1,625 — Net investment $ 99,211 $ 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) This leasehold interest is accounted for as a loan receivable, as the lease for two land parcels contains an option for the lessee to repurchase the leased parcels in 2024 or 2025. (4) These leasehold interests are accounted for as loans receivable, as the leases for each property contain an option for the relevant lessee to repurchase the leased property in the future. Scheduled principal payments due under the Company’s loans receivable as of June 30, 2020 were as follows: (in thousands) Loans Receivable July 1 - December 31, 2020 $ 98 2021 207 2022 220 2023 236 2024 252 Thereafter 98,198 Total $ 99,211 As of June 30, 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) June 30, December 31, Minimum lease payments receivable $ 3,698 $ 3,866 Estimated unguaranteed residual value of leased assets 270 270 Unearned income from leased assets (1,467) (1,581) Net investment $ 2,501 $ 2,555 Scheduled future minimum non-cancelable base rental payments due to be received under the direct financing lease receivables as of June 30, 2020 were as follows: (in thousands) Future Minimum July 1 - December 31, 2020 $ 169 2021 340 2022 345 2023 347 2024 289 Thereafter 2,208 Total $ 3,698 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 June 30, 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 six months ended June 30, 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) 516 Write-offs charged — Recoveries — Balance at June 30, 2020 $ 704 _____________________________________ (1) The increase in expected credit losses is due to the changes in assumptions regarding 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 June 30, 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% — 34,604 — — 1,100 35,704 LTV >70% 8,611 27,997 — — 883 37,491 $ 8,611 $ 90,601 $ — $ — $ 2,815 $ 102,027 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 six months ended June 30, 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, June 30, 2019 2 $ 3,765 $ — $ 3,765 Held for sale balance, December 31, 2019 1 $ 1,211 $ — $ 1,211 Transfers to held for sale classification 2 1,792 — 1,792 Sales (1) $ (1,211) $ — $ (1,211) Transfers to held and used classification — — — — Held for sale balance, June 30, 2020 2 $ 1,792 $ — $ 1,792 Significant Concentrations The Company did not have any tenants (including for this purpose, all affiliates of such tenants) whose rental revenue for the three and six months ended June 30, 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 June 30, Six months ended June 30, State 2020 2019 2020 2019 Texas 12.9% 12.2% 12.6% 12.4% Georgia 10.5% 11.3% 10.7% 11.2% Intangible Assets and Liabilities Intangible assets and liabilities consisted of the following as of the dates presented: June 30, 2020 December 31, 2019 (in thousands) Gross Accumulated Net Gross Accumulated Net Intangible assets: In-place leases $ 66,533 $ 16,659 $ 49,874 $ 64,828 $ 14,195 $ 50,633 Intangible market lease assets 12,644 3,944 8,700 14,094 4,228 9,866 Total intangible assets $ 79,177 $ 20,603 $ 58,574 $ 78,922 $ 18,423 $ 60,499 Intangible market lease liabilities $ 11,866 $ 2,737 $ 9,129 $ 12,054 $ 2,490 $ 9,564 The remaining weighted average amortization periods for the Company’s intangible assets and liabilities as of June 30, 2020, by category and in total, were as follows: Years Remaining In-place leases 10.1 Intangible market lease assets 15.4 Total intangible assets 10.8 Intangible market lease liabilities 15.4 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 June 30, Six months ended June 30, (in thousands) 2020 2019 2020 2019 Amortization of in-place leases (1) $ 1,846 $ 1,551 $ 3,525 $ 2,883 Amortization (accretion) of market lease intangibles, net (2) 517 200 597 444 Amortization (accretion) of above- and below-market ground lease intangibles, net (3) 91 — 213 — _____________________________________ (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) July 1 - December 31, 2020 2021 2022 2023 2024 In-place lease assets $ 1,661 $ 3,197 $ 3,095 $ 2,987 $ 2,736 Adjustment to amortization expense $ 1,661 $ 3,197 $ 3,095 $ 2,987 $ 2,736 Above-market lease assets $ (402) $ (796) $ (795) $ (764) $ (731) Below-market lease liabilities 264 530 531 485 483 Net adjustment to rental revenue $ (138) $ (266) $ (264) $ (279) $ (248) |