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Equity Investment in Select Income REIT
3 Months Ended
Mar. 31, 2016
Equity Investment in Select Income REIT  
Equity Investment in Select Income REIT

Note 11.   Equity Investment in Select Income REIT

 

As of March 31, 2016, we owned 24,918,421, or approximately 27.9%, of the then outstanding SIR common shares.  SIR is a REIT that is primarily focused on owning and investing in net leased, single tenant properties. 

 

We account for our investment in SIR under the equity method.  Under the equity method, we record our proportionate share of SIR’s net income as equity in earnings of an investee in our condensed consolidated statements of comprehensive income (loss).  For the three months ended March 31, 2016 and 2015, we recorded $9,857 and $2,176 of equity in the earnings of SIR, respectively. Our other comprehensive income (loss) includes unrealized gains attributable to our investment in SIR of $4,492 and $13 for the three months ended March 31, 2016 and 2015, respectively.

 

As of March 31, 2016, our investment in SIR had a carrying value of $493,259 and a market value, based on the closing price of SIR common shares on the New York Stock Exchange on March 31, 2016, of $574,370. We periodically evaluate our equity investment in SIR for possible indicators of other than temporary impairment whenever events or changes in circumstances indicate the carrying amount of the investment might not be recoverable.  These indicators may include the length of time the market value of our investment is below our cost basis, the financial condition of SIR, our intent and ability to be a long term holder of the investment and other considerations.  If the decline in fair value is judged to be other than temporary, we may record an impairment charge to adjust the basis of the investment to its fair value.

 

During the three months ended March 31, 2015, SIR issued 28,453,447 common shares, which included 28,439,111 common shares issued in connection with SIR’s acquisition of Cole Corporate Income Trust, Inc. on January 29, 2015.  We recognized a loss on issuance of shares by SIR of $40,771 during the three months ended March 31, 2015 as a result of the per share issuance price of these SIR common shares being below the then average per share carrying value of our SIR common shares.

 

The cost of our investments in SIR exceeded our proportionate share of SIR’s total shareholders’ equity book value on their dates of acquisition by an aggregate of $166,272. As required under GAAP, we were amortizing this difference to equity in earnings of investees over the average remaining useful lives of the real estate assets and intangible assets and liabilities owned by SIR as of the respective dates of our acquisitions.  This amortization decreased our equity in the earnings of SIR by $2,564 for the three months ended March 31, 2015.  We recorded a loss on impairment of our SIR investment during the three months ended June 30, 2015 resulting in the carrying value of our SIR investment to be less than our proportionate share of SIR’s total shareholders’ book equity as of June 30, 2015.  As a result, the previous basis difference was eliminated and we are currently amortizing a basis difference of ($95,035) to earnings over the estimated remaining useful lives of the real estate assets and intangible assets and liabilities owned by SIR as of June 30, 2015.  This amortization increased our equity in the earnings of SIR by $740 for the three months ended March 31, 2016.

 

During the three months ended March 31, 2016 and 2015, we received cash distributions from SIR totaling $12,459 and $13,530, respectively.

 

The following summarized financial data of SIR as reported in SIR’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016, or the SIR Quarterly Report. References in our financial statements to the SIR Quarterly Report are included as references to the source of the data only, and the information in the SIR Quarterly Report is not incorporated by reference into our financial statements.

 

Condensed Consolidated Balance Sheets:

 

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 31,

 

 

2016

 

2015

Real estate properties, net

 

$

3,936,299

 

$

3,954,889

Acquired real estate leases, net

 

 

550,664

 

 

566,195

Cash and cash equivalents

 

 

31,294

 

 

17,876

Rents receivable, net

 

 

106,741

 

 

99,307

Other assets, net

 

 

67,812

 

 

46,078

Total assets

 

$

4,692,810

 

$

4,684,345

 

 

 

 

 

 

 

Unsecured revolving credit facility

 

$

328,000

 

$

303,000

Unsecured term loan, net

 

 

348,000

 

 

347,876

Senior unsecured notes, net

 

 

1,427,169

 

 

1,426,025

Mortgage notes payable, net

 

 

286,516

 

 

286,706

Assumed real estate lease obligations, net

 

 

84,255

 

 

86,495

Other liabilities

 

 

117,793

 

 

137,283

Shareholders' equity

 

 

2,101,077

 

 

2,096,960

Total liabilities and shareholders' equity

 

$

4,692,810

 

$

4,684,345

 

Condensed Consolidated Statements of Income:

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31,

 

 

2016

 

2015

Rental income

 

$

97,860

 

$

80,478

Tenant reimbursements and other income

 

 

19,372

 

 

13,937

  Total revenues

 

 

117,232

 

 

94,415

 

 

 

 

 

 

 

Real estate taxes

 

 

10,288

 

 

8,357

Other operating expenses

 

 

12,958

 

 

9,007

Depreciation and amortization

 

 

33,469

 

 

24,719

Acquisition related costs

 

 

58

 

 

20,539

General and administrative

 

 

6,976

 

 

6,792

  Total expenses

 

 

63,749

 

 

69,414

Operating income

 

 

53,483

 

 

25,001

 

 

 

 

 

 

 

Interest expense

 

 

(20,609)

 

 

(14,179)

Loss on early extinguishment of debt

 

 

 —

 

 

(6,845)

Income before income tax expense and equity in earnings of an investee

 

 

32,874

 

 

3,977

Income tax expense

 

 

(139)

 

 

(31)

Equity in earnings of an investee

 

 

77

 

 

72

Net income

 

 

32,812

 

 

4,018

Net income allocated to noncontrolling interest

 

 

(33)

 

 

(41)

Net income attributed to SIR

 

$

32,779

 

$

3,977

 

 

 

 

 

 

 

Weighted average common shares outstanding (basic)

 

 

89,286

 

 

79,489

Weighted average common shares outstanding (diluted)

 

 

89,295

 

 

79,498

Net income attributed to SIR per common share (basic and diluted)

 

$

0.37

 

$

0.05