Quarterly report pursuant to Section 13 or 15(d)

VEREIT Office Assets, Real Estate Investments and Related Intangibles

v3.22.2
VEREIT Office Assets, Real Estate Investments and Related Intangibles
 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Entity Information [Line Items]    
Real Estate Investments and Related Intangibles
Note 3 – Real Estate Investments and Related Intangibles
Property Acquisitions
During the three months ended June 30, 2022, the Company had no acquisitions. During the six months ended June 30, 2022, the Company acquired for no consideration the fee interest in one parcel of land in connection with the maturity of the tax advantaged bond and ground lease structure. As a result of the transaction, $4.7 million that was previously classified as a finance lease right-of-use asset with respect to such land parcel previously subject to the ground lease was reclassified from other assets, net to real estate investments in the Company’s consolidated balance sheet as of June 30, 2022. During the three and six months ended June 30, 2021, the Company had no acquisitions.
Property Dispositions and Real Estate Assets Held for Sale
During the three and six months ended June 30, 2022, the Company disposed of one property for an aggregate gross sales price of $3.7 million. The Company recorded a loss of $1.1 million related to the disposition, which is included in impairments in the accompanying consolidated and combined statements of operations. During the three and six months ended June 30, 2021, the Company had no dispositions.
During the three and six months ended June 30, 2022, there were two properties classified as held for sale with a carrying value of $9.4 million, included in real estate assets held for sale, net, primarily comprised of land of $2.0 million and building, fixtures and improvements, net of $7.4 million, in the accompanying consolidated balance sheets, and which are expected to be sold in the next 12 months as part of the Company’s portfolio management strategy. The Company recorded a loss of $5.2 million related to held for sale properties, which is included in impairments in the accompanying consolidated and combined statements of operations.
Intangible Lease Assets
Intangible lease assets consisted of the following (amounts in thousands, except weighted-average useful life):
Weighted-Average Useful Life (Years) June 30, 2022 December 31, 2021
Intangible lease assets:
In-place leases, net of accumulated amortization of $113,602 and $65,247, respectively
 5.0 $ 223,234  $ 272,743 
Leasing commissions, net of accumulated amortization of $955 and $456, respectively
 12.7 12,065  10,349 
Above-market lease assets, net of accumulated amortization of $8,831 and $6,239, respectively
 5.2 12,423  15,015 
Total intangible lease assets, net $ 247,722  $ 298,107 
Intangible lease liabilities:
Below-market leases, net of accumulated amortization of $17,687 and $14,459, respectively
 7.8 $ 17,381  $ 20,609 
The aggregate amount of amortization of above-market and below-market leases included as a net increase to rental revenue was $0.3 million and $0.6 million for the three and six months ended June 30, 2022, respectively, and $0.3 million and $0.5 million for the three and six months ended June 30, 2021, respectively. The aggregate amount of in-place leases, leasing commissions and other lease intangibles amortized and included in depreciation and amortization expense was $24.6 million and $49.8 million for the three and six months ended June 30, 2022, respectively, and $1.5 million and $3.2 million for the three and six months ended June 30, 2021, respectively.
The following table provides the projected amortization expense and adjustments to rental revenue related to the intangible lease assets and liabilities for the next five years as of June 30, 2022 (amounts in thousands):
Remainder of 2022 2023 2024 2025 2026 2027
In-place leases:
Total projected to be included in amortization expense $ 45,163  $ 73,846  $ 49,213  $ 21,652  $ 15,499  $ 7,441 
Leasing commissions:
Total projected to be included in amortization expense $ 577  $ 1,153  $ 1,110  $ 1,042  $ 1,042  $ 1,039 
Above-market lease assets and deferred lease incentives:
Total projected to be deducted from rental revenue $ 2,578  $ 4,791  $ 2,998  $ 860  $ 682  $ 237 
Below-market lease liabilities:
Total projected to be added to rental revenue $ 3,216  $ 6,091  $ 3,786  $ 1,036  $ 817  $ 655 
Investment in Unconsolidated Entity
The following is a summary of the Company’s investment in one unconsolidated entity, the Arch Street Joint Venture, as of June 30, 2022 and for the six months ended June 30, 2022 (dollar amounts in thousands):
Ownership % (1)
Number of Properties Carrying Amount of
Investment		 Equity in Income (Loss)
Six Months Ended (2)
Investment June 30, 2022 June 30, 2022 December 31, 2021 June 30, 2022 June 30, 2021
Arch Street Joint Venture (3) (4)
20% 6 $ 17,283  18,631  $ (95) — 
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(1)The Company’s ownership interest reflects its legal ownership interest. The Company’s legal ownership interest may, at times, not equal the Company’s economic interest because of various provisions in the joint venture agreement regarding capital contributions, distributions of cash flow based on capital account balances and allocations of profits and losses. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests.
(2)The interest in the Arch Street Joint Venture was acquired by Realty Income as part of the Mergers, and was transferred to the Company upon the consummation of the Distribution. Therefore, the Company’s equity in income reflects operations following the Merger Effective Time.
(3)During the six months ended June 30, 2022, the Arch Street Joint Venture did not acquire any properties.
(4)The total carrying amount of the Company’s investment in the unconsolidated joint venture was greater than the underlying equity in net assets by $1.4 million as of June 30, 2022. This difference is related to a step up in the fair value of the investment in the unconsolidated joint venture in connection with the Mergers. The step up in fair value was allocated to the Company’s investment in the unconsolidated joint venture and is being amortized in accordance with the Company’s depreciation policy.
 
VEREIT Office Assets    
Entity Information [Line Items]    
Real Estate Investments and Related Intangibles  
Note 2 – Real Estate Investments and Related Intangibles
Property Acquisitions/Dispositions
There were no property acquisitions or dispositions during the six months ended June 30, 2021.
Consolidated Joint Venture
VEREIT Office Assets had an interest in one consolidated joint venture that owned one property as of June 30, 2021. As of June 30, 2021, the consolidated joint venture had total assets of $32.5 million, of which $28.3 million were real estate investments, net of accumulated depreciation and amortization. The property was secured by a mortgage note payable, which was non-recourse to VEREIT Office Assets and had a net balance of $14.9 million as of June 30, 2021. The joint venture partner is the managing member of the joint venture. However, in accordance with the joint venture agreement, VEREIT Office Assets had the ability to control operating and financing policies of the consolidated joint venture and the joint venture partner must obtain VEREIT Office Assets’ approval for any major transactions. VEREIT Office Assets and the joint venture partner were subject to the provisions of the joint venture agreement, which included provisions for when additional contributions may be required to fund certain cash shortfalls.
Impairments
VEREIT management performed quarterly impairment review procedures for real estate investments, leasehold improvements and property and equipment and right of use assets, primarily through continuous monitoring of events and changes in circumstances that could indicate the carrying value of its real estate assets may not be recoverable.
As part of VEREIT management’s quarterly impairment review procedures, net real estate assets representing two properties of VEREIT Office Assets were deemed to be impaired resulting in impairment charges of $0.4 million and $21.6 million during the three and six months ended June 30, 2021, respectively. The impairment charges related to properties that VEREIT management identified for potential sale or were determined, based on discussions with the current tenants, would not be re-leased by the tenant and VEREIT management believed the properties would not be leased to another tenant at a rental rate that supported the book value.
VEREIT estimated fair values using Level 3 inputs and used a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment required VEREIT’s management to exercise significant judgment and make certain key assumptions, including the following: (1) capitalization rate; (2) discount rates; (3) number of years the property will be held; (4) property operating expenses; and (5) re-leasing assumptions, including number of months to re-lease, market rental revenue and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and performance and sustainability of VEREIT Office Assets’ tenants. For VEREIT’s impairment tests for the real estate assets during the six months ended June 30, 2021, VEREIT used a discount rate of 8.6% and a capitalization rate of 8.1%.