Quarterly report pursuant to Section 13 or 15(d)

Property Portfolio

v3.10.0.1
Property Portfolio
6 Months Ended
Jun. 30, 2018
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Disclosure [Text Block]
Note 3 – Property Portfolio
 
Implementation of New Business Combination Accounting Standard
 
Effective January 1, 2018, the Company adopted the provisions of ASU 2017-01 – “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 provides revised guidance to determine when an acquisition meets the definition of a business or alternatively should be accounted for as an asset acquisition. ASU 2017-01 requires that, when substantially all of the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets, the asset or group of similar identifiable assets does not meet the definition of a business and therefore is required to be accounted for as an asset acquisition. Transaction costs will continue to be capitalized for asset acquisitions and expensed as incurred for business combinations. ASU 2017-01 will result in most, if not all, of the Company’s post January 1, 2018 acquisitions being accounted for as asset acquisitions because substantially all of the fair value of the gross assets the Company acquires are concentrated in a single asset or group of similar identifiable assets. For asset acquisitions that are “owner occupied” (meaning that the seller either is the tenant or controls the tenant) the purchase price, including capitalized acquisition costs, will be allocated to land and building based on their relative fair values with no value allocated to intangible assets or liabilities. For asset acquisitions where there is a lease in place but not “owner occupied,” the Company will allocate the purchase price to tangible assets and any intangible assets acquired or liabilities assumed based on their relative fair values.
 
Summary of Properties Acquired During the Six Months Ended June 30, 2018
 
During the six months ended June 30, 2018, the Company completed six acquisitions. For all six acquisitions, substantially all of the fair value of the acquisitions was concentrated in a single identifiable asset or group of similar identifiable assets and therefore all of the acquisitions represent asset acquisitions under the guidance provided by ASU 2017-01. Accordingly, transaction costs for these acquisitions were capitalized.
 
A rollforward of the gross investment in land, building and improvements as of June 30, 2018, resulting from these acquisitions is as follows:
 
 
 
Land
 
 
Building
 
 
Site & Tenant

Improvements
 
 
Acquired Lease

Intangibles
 
 
Gross Investment in

Real Estate
 
Balances as of January 1, 2018
 
$
42,701
 
 
$
384,338
 
 
$
12,818
 
 
$
31,650
 
 
$
471,507
 
Facility Acquired – Date Acquired:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Moline / Silvis – 1/24/18
 
 
-
 
 
 
4,895
 
 
 
1,216
 
 
 
989
 
 
 
7,100
 
Freemont – 2/9/18
 
 
162
 
 
 
8,335
 
 
 
-
 
 
 
-
 
 
 
8,497
 
Gainesville – 2/23/18
 
 
625
 
 
 
9,885
 
 
 
-
 
 
 
-
 
 
 
10,510
 
Dallas – 3/1/18
 
 
6,272
 
 
 
17,012
 
 
 
-
 
 
 
-
 
 
 
23,284
 
Orlando – 3/22/18
 
 
2,543
 
 
 
11,720
 
 
 
756
 
 
 
1,395
 
 
 
16,414
 
Belpre – 4/19/18
 
 
3,027
 
 
 
50,581
 
 
 
3,961
 
 
 
7,128
 
 
 
64,697
 
Total Additions
(1)
:
 
 
12,629
 
 
 
102,428
 
 
 
5,933
 
 
 
9,512
 
 
 
130,502
 
Balances as of June 30, 2018
 
$
55,330
 
 
$
486,766
 
 
$
18,751
 
 
$
41,162
 
 
$
602,009
 
 
(1)
The Belpre acquisition included $4,742 of OP Units issued as part of the total consideration. An aggregate of $886 of intangible liabilities were acquired from the acquisitions that occurred during the six months ended June 30, 2018, resulting in total gross investments funded using cash of $124,874.
 
 
 
Depreciation expense was $3,445 and $6,351 for the three and six months ended June 30, 2018, respectively, and $1,851 and $3,197 for the three and six months ended June 30, 2017, respectively.
 
 
 
As of June 30, 2018, the Company had aggregate capital improvement commitments to improve or expand existing tenant space of $19,036.  Many of these allowances are subject to contingencies that make it difficult to predict when such allowances will be utilized, if at all.  However, the Company expects to be obligated to spend approximately $2,954 in tenant improvements during 2018 (of which $2,036 was incurred as of June 30, 2018) in connection with its Sherman, Silvis, and Gainesville facilities.
 
 
 
The following is a summary of the acquisitions completed during the six months ended June 30, 2018. Each acquisition was accounted for as an asset acquisition in accordance with the provisions of ASU 2017-01:
 
 
 
Moline / Silvis Facilities
 
 
 
Moline Facility
-
On January 24, 2018, the Company purchased a medical office building located in Moline, Illinois, which included the seller’s interest, as ground lessee, in an existing ground lease. The ground lease has approximately 10 years remaining in the initial term, with 12 consecutive five-year renewal options. Upon the closing of this acquisition, the Company assumed two subleases: one sublease with Fresenius Medical Care Quad Cities, LLC (“Fresenius”) with approximately 13 years remaining in the initial term, with three consecutive five-year renewal options; and one sublease with Quad Cities Nephrology Associates, P.L.C. with approximately 15 years remaining in the initial term, with three consecutive five-year renewal options. 
 
 
 
Silvis Facility -
On January 24, 2018, the Company purchased a medical office building located in Silvis, Illinois from the same seller as the Moline facility, which included the seller’s interest, as ground lessee, in an existing ground lease. The ground lease has approximately 67 years remaining in the initial term, with no renewal options. Upon the closing of this acquisition, the Company assumed one sublease with Fresenius with approximately 13 years remaining in the initial term, with three consecutive 5-year renewal options.
 
 
 
The aggregate purchase price for the Moline/Silvis facilities was $6.9 million. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed for this acquisition:
 
 
Site improvements
 
$
249
 
Building and tenant improvements
 
 
5,862
 
In-place leases
 
 
343
 
Above market ground lease intangibles
 
 
219
 
Leasing costs
 
 
427
 
Below market lease intangibles
 
 
(229
)
Total purchase price
 
$
6,871
 
 
 
 
Fremont Facility
-
On February 9, 2018, the Company purchased a medical office building located in Fremont, Ohio for a purchase price of approximately $8.5 million. Upon the closing of this acquisition, the Company entered into a new 12-year lease with Northern Ohio Medical Specialists, LLC (NOMS) with four consecutive five-year renewal options.
 
 
 
Gainesville Facility
-
On February 23, 2018, the Company purchased a medical office building and ambulatory surgery center located in Gainesville, Georgia for a purchase price of approximately $10.5 million. Upon the closing of this acquisition, the Company entered into a new 12-year lease with SCP Eye Care Services, LLC with four consecutive five-year renewal options.
 
 
 
Dallas Facility
-
On March 1, 2018, the Company purchased a hospital, a three-story parking garage, and land all located in Dallas, Texas for an aggregate purchase price of $23.3 million. In addition to the hospital and the parking garage, the land underlays two medical office buildings that are not owned by the Company, each of which is ground leased to the hospital. Upon the closing of this acquisition, the Company entered into two leases with Pipeline East Dallas, LLC, with one lease relating to the hospital and the other lease relating to the underlying land and parking garage.
 
 
 
Orlando Facilities
-
On March 22, 2018, the Company purchased five medical office buildings from five affiliated sellers for an aggregate purchase price of $16.4 million. Upon the closing of this acquisition, the Company assumed five existing leases with Orlando Health, Inc. One lease has approximately one year remaining in its initial term, with one 10-year renewal option; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with four consecutive five-year renewal options; one lease has approximately six years remaining in its initial term, with three consecutive five-year renewal options; and one lease was amended at closing to extend the remaining term to five years with four consecutive five-year renewal options. 
The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:
 
 
Land and site improvements
 
$
3,075
 
Building and tenant improvements
 
 
11,944
 
In-place leases
 
 
808
 
Above market lease intangibles
 
 
229
 
Leasing costs
 
 
358
 
Below market lease intangibles
 
 
(10
)
Total purchase price
 
$
16,404
 
 
 
 
Belpre Portfolio
- On April 19, 2018, the Company purchased a portfolio of four medical office buildings and a right of first refusal to purchase a fifth, yet to be built, medical office building on the same campus, for an aggregate purchase price of $64.1 million. Upon the closing of the acquisition the Company assumed the existing leases with Marietta Memorial Hospital, a subsidiary of Memorial Health System. Upon the closing of the acquisition, the leases had a weighted average remaining lease term of approximately 11.35 years, each with three consecutive five-year tenant renewal options. The following table presents the details of the tangible and intangible assets acquired and liabilities assumed:
 
 
Land and site improvements
 
$
4,000
 
Building and tenant improvements
 
 
53,569
 
In-place leases
 
 
2,666
 
Above market lease intangibles
 
 
2,494
 
Leasing costs
 
 
1,968
 
Below market lease intangibles
 
 
(646
)
Total purchase price
 
$
64,051
 
 
 
 
Intangible Assets and Liabilities
 
 
 
The following is a summary of the carrying amount of intangible assets and liabilities as of the dates presented:
 
 
 
As of June 30, 2018
 
 
 
Cost
 
 
Accumulated
Amortization
 
 
Net
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
In-place leases
 
$
20,878
 
 
$
(2,727
)
 
$
18,151
 
Above market ground lease
 
 
707
 
 
 
(16
)
 
 
691
 
Above market leases
 
 
7,348
 
 
 
(600
)
 
 
6,748
 
Leasing costs
 
 
12,229
 
 
 
(1,079
)
 
 
11,150
 
 
 
$
41,162
 
 
$
(4,422
)
 
$
36,740
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Below market leases
 
$
2,275
 
 
$
(194
)
 
$
2,081
 
 
 
 
As of December 31, 2017
 
 
 
Cost
 
 
Accumulated
Amortization
 
 
Net
 
Assets
 
 
 
 
 
 
 
 
 
 
 
 
In-place leases
 
$
17,061
 
 
$
(1,577
)
 
$
15,484
 
Above market ground lease
 
 
488
 
 
 
(6
)
 
 
482
 
Above market leases
 
 
4,625
 
 
 
(220
)
 
 
4,405
 
Leasing costs
 
 
9,476
 
 
 
(538
)
 
 
8,938
 
 
 
$
31,650
 
 
$
(2,341
)
 
$
29,309
 
Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
Below market leases
 
$
1,389
 
 
$
(98
)
 
$
1,291
 
 
 
 
The following is a summary of the acquired lease intangible amortization:
 
 
 
Three Months Ended
June 30,
 
 
Six Months Ended
June 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Amortization expense related to in-place leases
 
$
629
 
 
$
353
 
 
$
1,150
 
 
$
634
 
Amortization expense related to leasing costs
 
$
297
 
 
$
106
 
 
$
541
 
 
$
169
 
Decrease in rental revenue related to above market ground lease
 
$
6
 
 
$
2
 
 
$
10
 
 
$
2
 
Decrease in rental revenue related to above market leases
 
$
229
 
 
$
14
 
 
$
380
 
 
$
18
 
Increase in rental revenue related to below market leases
 
$
54
 
 
$
19
 
 
$
96
 
 
$
31
 
 
 
 
As of June 30, 2018, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each fiscal year ended December 31 is listed below:
 
 
 
Net Decrease

in Revenue
 
 
Net Increase

in Expenses
 
2018 (six months remaining)
 
$
(377
)
 
$
1,889
 
2019
 
 
(653
)
 
 
3,669
 
2020
 
 
(602
)
 
 
3,615
 
2021
 
 
(605
)
 
 
3,001
 
2022
 
 
(606
)
 
 
2,691
 
Thereafter
 
 
(2,515
)
 
 
14,436
 
Total
 
$
(5,358
)
 
$
29,301
 
 
 
 
As of June 30, 2018, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were 7.73 years and 9.31 years, respectively.