| Acquisitions |
4. Acquisitions
The Company closed on the following acquisitions during the year ended December 31, 2017:
|
(in thousands, except number of properties) |
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Tenant Type |
|
Number of
Properties |
|
|
Real Estate
Acquisition
Price |
|
|
|
January 18, 2017 |
|
Retail |
|
|
1 |
|
|
$ |
2,520 |
|
|
|
March 1, 2017 |
|
Retail |
|
|
9 |
|
|
|
87,196 |
|
|
|
April 28, 2017 |
|
Retail |
|
|
25 |
|
|
|
48,898 |
|
|
|
June 2, 2017 |
|
Healthcare |
|
|
2 |
|
|
|
13,300 |
|
|
|
June 15, 2017 |
|
Retail |
|
|
2 |
|
|
|
2,700 |
|
|
|
June 30, 2017 |
|
Industrial |
|
|
2 |
|
|
|
12,250 |
|
|
|
June 30, 2017 |
|
Healthcare |
|
|
7 |
|
|
|
25,989 |
|
|
|
July 7, 2017 |
|
Office |
|
|
1 |
|
|
|
32,210 |
|
|
|
August 4, 2017 |
|
Healthcare |
|
|
3 |
|
|
|
11,732 |
|
|
|
August 31, 2017 |
|
Healthcare |
|
|
3 |
|
|
|
16,700 |
|
|
|
August 31, 2017 |
|
Industrial |
|
|
2 |
|
|
|
6,148 |
|
|
|
September 13, 2017 |
|
Retail |
|
|
5 |
|
|
|
4,994 |
|
|
|
September 29, 2017 |
|
Industrial, Retail |
|
|
7 |
|
|
|
30,012 |
|
|
|
September 29, 2017 |
|
Industrial |
|
|
1 |
|
|
|
57,372 |
|
|
|
October 13, 2017 |
|
Healthcare |
|
|
1 |
|
|
|
10,000 |
|
(a) |
|
November 1, 2017 |
|
Other |
|
|
4 |
|
|
|
15,693 |
|
(b) (c) |
|
December 7, 2017 |
|
Office |
|
|
2 |
|
|
|
19,295 |
|
|
|
December 7, 2017 |
|
Healthcare |
|
|
1 |
|
|
|
5,095 |
|
|
|
December 7, 2017 |
|
Healthcare |
|
|
1 |
|
|
|
2,678 |
|
|
|
December 8, 2017 |
|
Industrial, Office |
|
|
3 |
|
|
|
74,200 |
|
|
|
December 14, 2017 |
|
Office |
|
|
1 |
|
|
|
24,500 |
|
|
|
December 18, 2017 |
|
Other |
|
|
1 |
|
|
|
22,585 |
|
|
|
December 22, 2017 |
|
Industrial |
|
|
2 |
|
|
|
19,000 |
|
|
|
December 22, 2017 |
|
Industrial |
|
|
1 |
|
|
|
21,037 |
|
|
|
December 27, 2017 |
|
Retail |
|
|
1 |
|
|
|
1,446 |
|
|
|
December 28, 2017 |
|
Industrial |
|
|
1 |
|
|
|
28,450 |
|
|
|
December 29, 2017 |
|
Retail |
|
|
9 |
|
|
|
28,224 |
|
|
|
December 29, 2017 |
|
Retail |
|
|
20 |
|
|
|
39,552 |
|
|
|
December 29, 2017 |
|
Healthcare |
|
|
6 |
|
|
|
19,868 |
|
|
|
|
|
|
|
|
124 |
|
|
$ |
683,644 |
|
(d) |
|
(a) |
In conjunction with this acquisition, the Company assumed a mortgage with a principal balance of $5,205 with a variable interest rate at 1-month LIBOR plus 3.0% and a maturity date of August 2021 (see Note 10). The Company also assumed an interest rate swap with a fixed rate of 1.02% and a maturity date of August 2021 (see Note 11). |
|
(b) |
The acquisition was conducted with a related party and approved by the IDC. The fees required under the Asset Management Agreement (see Note 3) were waived by the Asset Manager. |
|
(c) |
In conjunction with this acquisition, the Company assumed a mortgage with a principal balance of $6,721 with an interest rate of 3.65% and a maturity date of October 2026 (see Note 10). |
|
(d) |
Acquisition price does not include acquisition costs of $12,349 capitalized in accordance with the adoption of ASU 2017-01 (see Note 2). |
The Company closed on the following acquisitions during the year ended December 31, 2016:
|
(in thousands, except number of properties) |
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Tenant Type |
|
Number of
Properties |
|
|
Real Estate
Acquisition
Price |
|
|
January 25, 2016 |
|
Retail |
|
|
3 |
|
|
$ |
13,376 |
|
|
February 1, 2016 |
|
Retail |
|
|
1 |
|
|
|
27,000 |
|
|
March 24, 2016 |
|
Industrial |
|
|
1 |
|
|
|
15,650 |
|
|
April 7, 2016 |
|
Healthcare |
|
|
2 |
|
|
|
17,115 |
|
|
April 25, 2016 |
|
Office |
|
|
2 |
|
|
|
54,600 |
|
|
May 9, 2016 |
|
Retail |
|
|
5 |
|
|
|
42,390 |
|
|
May 12, 2016 |
|
Office |
|
|
1 |
|
|
|
4,500 |
|
|
May 20, 2016 |
|
Retail |
|
|
19 |
|
|
|
36,843 |
|
|
May 25, 2016 |
|
Healthcare |
|
(e) |
|
|
|
5,624 |
|
|
June 30, 2016 |
|
Retail |
|
|
7 |
|
|
|
28,477 |
|
|
July 15, 2016 |
|
Healthcare |
|
|
2 |
|
|
|
26,700 |
|
|
August 12, 2016 |
|
Other |
|
|
3 |
|
|
|
12,399 |
|
|
September 14, 2016 |
|
Office |
|
|
1 |
|
|
|
14,000 |
|
|
September 29, 2016 |
|
Retail |
|
|
24 |
|
|
|
82,338 |
|
|
October 3, 2016 |
|
Retail |
|
|
6 |
|
|
|
6,872 |
|
|
November 10, 2016 |
|
Office |
|
|
1 |
|
|
|
10,550 |
|
|
November 21, 2016 |
|
Retail |
|
|
2 |
|
|
|
7,597 |
|
|
November 29, 2016 |
|
Office |
|
|
4 |
|
|
|
15,177 |
|
|
December 19, 2016 |
|
Industrial |
|
|
1 |
|
|
|
23,050 |
|
|
December 23, 2016 |
|
Office |
|
|
1 |
|
|
|
43,517 |
|
|
December 30, 2016 |
|
Office |
|
|
1 |
|
|
|
15,550 |
|
|
December 30, 2016 |
|
Industrial |
|
|
1 |
|
|
|
15,487 |
|
|
|
|
|
|
|
88 |
|
|
$ |
518,812 |
|
|
(e) |
Acquisition of capital expansion on existing property. |
The Company closed on the following acquisitions during the year ended December 31, 2015:
|
(in thousands, except number of properties) |
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Tenant Type |
|
Number of
Properties |
|
|
Real Estate
Acquisition
Price |
|
|
January 6, 2015 |
|
Healthcare |
|
|
1 |
|
|
$ |
4,400 |
|
|
January 9, 2015 |
|
Industrial |
|
|
1 |
|
|
|
4,300 |
|
|
February 12, 2015 |
|
Office |
|
|
2 |
|
|
|
8,796 |
|
|
March 9, 2015 |
|
Retail |
|
|
1 |
|
|
|
3,563 |
|
|
March 12, 2015 |
|
Retail |
|
|
5 |
|
|
|
14,542 |
|
|
March 24, 2015 |
|
Industrial |
|
|
1 |
|
|
|
11,354 |
|
|
March 26, 2015 |
|
Industrial |
|
|
1 |
|
|
|
21,750 |
|
|
March 31, 2015 |
|
Industrial |
|
|
2 |
|
|
|
9,751 |
|
|
April 2, 2015 |
|
Industrial |
|
|
1 |
|
|
|
10,764 |
|
|
April 2, 2015 |
|
Retail, Industrial |
|
|
3 |
|
|
|
6,090 |
|
|
May 15, 2015 |
|
Healthcare |
|
|
5 |
|
|
|
17,125 |
|
|
June 19, 2015 |
|
Retail |
|
|
10 |
|
|
|
19,663 |
|
|
June 19, 2015 |
|
Retail |
|
|
1 |
|
|
|
2,259 |
|
|
June 24, 2015 |
|
Office |
|
|
2 |
|
|
|
33,300 |
|
|
June 26, 2015 |
|
Retail |
|
|
1 |
|
|
|
1,558 |
|
|
June 26, 2015 |
|
Industrial |
|
|
5 |
|
|
|
41,169 |
|
|
June 29, 2015 |
|
Office |
|
|
1 |
|
|
|
15,600 |
|
|
July 17, 2015 |
|
Land |
|
(f) |
|
|
|
702 |
|
|
September 15, 2015 |
|
Industrial |
|
|
1 |
|
|
|
12,720 |
|
|
September 25, 2015 |
|
Retail |
|
|
3 |
|
|
|
11,195 |
|
|
September 28, 2015 |
|
Industrial |
|
|
2 |
|
|
|
10,193 |
|
|
September 30, 2015 |
|
Retail |
|
|
1 |
|
|
|
4,030 |
|
|
October 5, 2015 |
|
Retail |
|
|
36 |
|
|
|
83,032 |
|
|
October 23, 2015 |
|
Industrial |
|
|
2 |
|
|
|
51,600 |
|
|
November 23, 2015 |
|
Healthcare |
|
|
1 |
|
|
|
56,600 |
|
|
December 8, 2015 |
|
Retail |
|
|
8 |
|
|
|
18,191 |
|
|
December 15, 2015 |
|
Industrial |
|
|
1 |
|
|
|
1,500 |
|
|
December 17, 2015 |
|
Retail |
|
|
15 |
|
|
|
62,468 |
|
|
December 30, 2015 |
|
Retail |
|
|
3 |
|
|
|
11,913 |
|
|
|
|
|
|
|
116 |
|
|
$ |
550,128 |
|
|
(f) |
Acquisition of land adjacent to existing property. |
The Company allocated the purchase price of these properties to the fair value of the assets acquired and liabilities assumed. The following table summarizes the purchase price allocation for acquisitions completed during the years ended December 31, 2017, 2016, and 2015.
|
|
|
December 31, |
|
|
(in thousands) |
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
Land |
|
$ |
67,945 |
|
|
$ |
70,938 |
|
|
$ |
48,060 |
|
|
Land improvements |
|
|
54,804 |
|
|
|
38,526 |
|
|
|
40,715 |
|
|
Buildings and other improvements |
|
|
508,541 |
|
|
|
358,058 |
|
|
|
391,528 |
|
|
Equipment |
|
|
7,671 |
|
|
|
— |
|
|
|
— |
|
|
Acquired in-place leases (g) |
|
|
77,073 |
|
|
|
52,867 |
|
|
|
58,874 |
|
|
Acquired above-market leases (h) |
|
|
14,905 |
|
|
|
19,420 |
|
|
|
15,108 |
|
|
Acquired below-market leases (i) |
|
|
(38,493 |
) |
|
|
(21,541 |
) |
|
|
(13,752 |
) |
|
Direct financing investments |
|
|
3,546 |
|
|
|
544 |
|
|
|
9,595 |
|
|
Mortgages payable, net |
|
|
(11,926 |
) |
|
|
— |
|
|
|
— |
|
|
Non-real estate liabilities |
|
|
(2,777 |
) |
|
|
(8,649 |
) |
|
|
(13,408 |
) |
|
|
|
$ |
681,289 |
|
|
$ |
510,163 |
|
|
$ |
536,720 |
|
|
(g) |
The weighted average amortization period for acquired in-place leases is 15 years, 17 years, and 18 years for acquisitions completed during the years ended December 31, 2017, 2016, and 2015, respectively. |
|
(h) |
The weighted average amortization period for acquired above-market leases is 17 years, 17 years, and 18 years for acquisitions completed during the years ended December 31, 2017, 2016, and 2015, respectively. |
|
(i) |
The weighted average amortization period for acquired below-market leases is 19 years, 17 years, and 18 years for acquisitions completed during the years ended December 31, 2017, 2016, and 2015, respectively. |
The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit and unsecured term notes. All of the acquisitions closed during the year ended December 31, 2017 qualified as asset acquisitions and, as such, acquisition costs were capitalized in accordance with ASU 2017-01. In conjunction with the acquisitions closed during the years ended December 31, 2016 and 2015, expenses of $10,880 and $9,947, respectively, were incurred and included in Acquisition expenses in the accompanying Consolidated Statements of Income and Comprehensive Income.
The Company recorded the following revenues and net income, excluding the impact of one-time acquisition expenses, in the Consolidated Statements of Income and Comprehensive Income related to properties acquired and accounted for as business combinations from the date of acquisition through December 31, 2016 and 2015:
|
|
|
December 31, |
|
|
(in thousands) |
|
2016 |
|
|
2015 |
|
|
Revenues |
|
$ |
17,088 |
|
|
$ |
15,752 |
|
|
Net income |
|
|
9,462 |
|
|
|
8,569 |
|
Condensed Pro Forma Financial Information (Unaudited)
The results of operations, excluding the impact of one-time acquisition costs of $10,880 and $9,947 for the years ended December 31, 2016 and 2015, respectively, of the acquisitions accounted for as business combinations, for which financial information was available, are included in the following unaudited pro forma financial information as if these acquisitions had been completed as of the beginning of the comparable prior annual period prior to the acquisition date. The following unaudited pro forma financial information is presented as if the 2016 acquisitions were completed as of January 1, 2015, and the 2015 acquisitions were completed as of January 1, 2014. Pro forma financial information is not presented for the 2017 acquisitions based on their qualification as asset acquisitions in accordance with ASU 2017-01. These pro forma results are for comparative purposes only and are not necessarily indicative of what the Company’s actual results of operations would have been had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results.
The unaudited condensed pro forma financial information are as follows for the years ended December 31:
|
|
|
December 31, |
|
|
(in thousands) |
|
2016 |
|
|
2015 |
|
|
Revenues |
|
$ |
174,727 |
|
|
$ |
166,647 |
|
|
Net income |
|
|
69,504 |
|
|
|
69,780 |
|
|