CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2020
(unaudited)
1.Organization
Columbia Property Trust, Inc. ("Columbia Property Trust") (NYSE: CXP) is a Maryland corporation that operates as a real estate investment trust ("REIT") for federal income tax purposes, and owns and operates commercial real estate properties. Columbia Property Trust conducts business primarily through Columbia Property Trust Operating Partnership, L.P. ("Columbia OP"), a Delaware limited partnership in which Columbia Property Trust is the general partner and majority owner (97.2%). Columbia Property Trust acquires, develops, redevelops, owns, leases, and operates real properties directly, through wholly owned subsidiaries, or through joint ventures. Unless otherwise noted herein, references to Columbia Property Trust, the "Company," "we," "us," or "our" herein shall include Columbia Property Trust and all subsidiaries of Columbia Property Trust, direct and indirect.
As of March 31, 2020, Columbia Property Trust owned 15 operating properties and four properties under development or redevelopment, of which 11 were wholly owned and eight were owned through joint ventures, located primarily in New York, San Francisco, Washington, D.C., and Boston. As of March 31, 2020, these operating properties contained 6.3 million rentable square feet and were approximately 97.6% leased. Columbia Property Trust also provides asset and property management services for 8.0 million square feet of office space located primarily in New York, Washington, D.C., and Boston.
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements of Columbia Property Trust have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"), including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of management, the statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Results for these interim periods are not necessarily indicative of a full year's results. For additional information on Columbia Property Trust's unconsolidated joint ventures, which are accounted for using the equity method of accounting, see Note 4, Unconsolidated Joint Ventures. Columbia Property Trust's consolidated financial statements include the accounts of Columbia Property Trust, Columbia OP, and any variable-interest entity in which Columbia Property Trust or Columbia OP is deemed the primary beneficiary. With respect to entities that are not variable interest entities, Columbia Property Trust's consolidated financial statements also include the accounts of any entity in which Columbia Property Trust, Columbia OP, or their subsidiaries own a controlling financial interest and any limited partnership in which Columbia Property Trust, Columbia OP, or their subsidiaries own a controlling general partnership interest. All intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the financial statements and footnotes included in Columbia Property Trust's Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Form 10-K").
Fair Value Measurements
Columbia Property Trust estimates the fair value of its assets and liabilities (where currently required under GAAP) consistent with the provisions of Accounting Standard Codification 820, Fair Value Measurements ("ASC 820"). Under this standard, fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date, under current market conditions. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending upon availability:
Level 1 – Assets or liabilities for which the identical term is traded on an active exchange, such as publicly traded instruments or futures contracts.
Level 2 – Assets or liabilities valued based on observable market data for similar instruments.
Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may be internally developed. Significant assumptions may include risk premiums that a market participant would consider.
Real Estate Assets
Columbia Property Trust is required to make subjective assessments as to the useful lives of its depreciable assets. To determine the appropriate useful life of an asset, Columbia Property Trust considers the period of future benefit of the asset. These assessments have a direct impact on net income. The estimated useful lives of its assets by class are as follows:
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Buildings
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40 years
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Building and site improvements
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5-25 years
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Tenant improvements
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Shorter of economic life or lease term
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Intangible lease assets
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Lease term
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As further described in Note 5, Line of Credit and Notes Payable, Columbia Property Trust capitalizes interest incurred on outstanding debt balances as well as joint venture investments, as appropriate, during development or redevelopment of real estate held directly or in unconsolidated joint ventures. During the three months ended March 31, 2020 and 2019, $2.6 million and $0.9 million, respectively, of interest was capitalized to construction in progress; and during the three months ended March 31, 2020 and 2019, $0.4 million and $0.3 million, respectively, of interest was capitalized to investments in unconsolidated joint ventures.
Assets Held for Sale
Columbia Property Trust classifies properties as held for sale according to Accounting Standard Codification 360, Accounting for the Impairment or Disposal of Long-Lived Assets ("ASC 360"). According to ASC 360, properties having separately identifiable operations and cash flows are considered held for sale when all of the following criteria are met:
•Management, having the authority to approve the action, commits to a plan to sell the property.
•The property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such property.
•An active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated.
•The property is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
•Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
•The sale of the property is probable (i.e., typically subject to a binding sale contract with a non-refundable deposit), and transfer of the property is expected to qualify for recognition as a completed sale within one year.
As of March 31, 2020, none of Columbia Property Trust's properties met the criteria to be classified as held for sale in the accompanying balance sheets. As of December 31, 2019, Cranberry Woods Drive and Pasadena Corporate Park met the aforementioned criteria; thus, these properties are classified as held for sale in the accompanying consolidated balance sheets. The sale of Cranberry Woods closed on January 16, 2020; and the sale of Pasadena Corporate Park closed on March 31, 2020.
The major classes of assets and liabilities classified as held for sale as of December 31, 2019, are provided below (in thousands):
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December 31, 2019
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Real Estate Assets Held for Sale:
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Real estate assets, at cost:
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Land
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$
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57,117
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Buildings and improvements, less accumulated depreciation of $80,543
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157,701
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Construction in progress
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138
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Total real estate assets held for sale, net
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$
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214,956
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Other Assets Held for Sale:
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Tenant receivables
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$
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156
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Straight-line rent receivable
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12,591
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Prepaid expenses and other assets
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334
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Deferred lease costs, less accumulated amortization of $10,222
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10,836
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Total other assets held for sale, net
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$
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23,917
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Liabilities Held for Sale:
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Accounts payable, accrued expenses, and accrued capital expenditures
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$
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1,151
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Deferred income
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1,903
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Total liabilities held for sale
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$
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3,054
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Evaluating the Recoverability of Real Estate Assets
Columbia Property Trust continually monitors events and changes in circumstances that could indicate that the net carrying amounts of its real estate and related intangible assets and liabilities, of both operating properties and properties under development or redevelopment, may not be recoverable. When indicators of potential impairment are present that suggest that the net carrying amounts of real estate assets and related intangible assets and liabilities may not be recoverable, Columbia Property Trust assesses the recoverability of these net assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the net assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying values, Columbia Property Trust adjusts the carrying values of the real estate assets and related intangible assets and liabilities to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. At such time that a property is required to be classified as held for sale, its net carrying amount is adjusted to the lower of its depreciated book value or its estimated fair value, less costs to sell, and depreciation is no longer recognized.
Estimated fair values are calculated based on the following hierarchy of information: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated residual value. Projections of expected future operating cash flows require that Columbia Property Trust estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. Due to the inherent subjectivity of the assumptions used to project future cash flows, estimated fair values may differ from the values that would be realized in market transactions. Certain of Columbia Property Trust's assets may be carried at an amount that exceeds that which could be realized in a current disposition transaction. Columbia Property Trust has determined that the carrying values of its real estate assets and related intangible assets are recoverable as of March 31, 2020.
Intangible Assets and Liabilities Arising From In-Place Leases Where Columbia Property Trust Is the Lessor
Upon the acquisition of real properties, Columbia Property Trust allocates the purchase price of the properties to tangible assets, consisting of land, building, site improvements, and identified intangible assets and liabilities, including the value of in-place leases, based in each case on Columbia Property Trust's estimate of their fair values in accordance with ASC 820 (see "Fair Value Measurements" section above for additional detail). As of March 31, 2020 and December 31, 2019, Columbia Property Trust had the following intangible assets and liabilities, arising from in-place leases, excluding amounts held for sale, if applicable (in thousands):
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Intangible Lease Assets
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Intangible
Lease
Origination
Costs
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Intangible
Below-Market
In-Place Lease
Liabilities
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Above-Market
In-Place
Lease Assets
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Absorption
Period Costs
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March 31, 2020
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Gross
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$
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2,480
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$
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115,596
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$
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60,338
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$
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36,287
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Accumulated Amortization
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(1,245)
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(59,549)
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(33,952)
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(16,043)
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Net
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$
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1,235
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$
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56,047
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$
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26,386
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$
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20,244
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December 31, 2019
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Gross
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$
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2,481
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$
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117,203
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$
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61,702
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$
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36,966
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Accumulated Amortization
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(1,202)
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(57,457)
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(33,731)
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(15,127)
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Net
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$
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1,279
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$
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59,746
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$
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27,971
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$
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21,839
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Amortization of Intangible Assets and Liabilities Arising From In-Place Leases
For the three months ended March 31, 2020 and 2019, Columbia Property Trust recognized the following amortization of intangible lease assets and liabilities (in thousands):
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Intangible Lease Assets
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Intangible
Lease
Origination
Costs
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Intangible
Below-Market
In-Place Lease
Liabilities
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Above-Market
In-Place
Lease Assets
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Absorption
Period Costs
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For the Three Months Ended March 31, 2020
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$
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43
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$
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3,700
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$
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1,586
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$
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1,596
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For the Three Months Ended March 31, 2019
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$
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82
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$
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3,656
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$
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2,100
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$
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1,426
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The net intangible assets and liabilities remaining as of March 31, 2020 will be amortized as follows, excluding amounts held for sale, if applicable (in thousands):
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Intangible Lease Assets
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Intangible
Lease
Origination
Costs
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Intangible
Below-Market
In-Place Lease
Liabilities
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Above-Market
In-Place
Lease Assets
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Absorption
Period Costs
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For the remainder of 2020
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$
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129
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$
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9,219
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$
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4,296
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$
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3,888
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For the years ending December 31:
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2021
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172
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9,328
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4,516
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3,191
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2022
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172
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7,959
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3,429
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2,910
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2023
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172
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6,455
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2,903
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2,336
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2024
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172
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5,594
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2,586
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1,990
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2025
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172
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4,083
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1,921
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|
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1,364
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Thereafter
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246
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13,409
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6,735
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4,565
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$
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1,235
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$
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56,047
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$
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26,386
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$
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20,244
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Investments in Unconsolidated Joint Ventures
Columbia Property Trust uses the equity method to account for investments that are not wholly owned and: (i) are considered variable interest entities where the Company is not the primary beneficiary, or (ii) in which the Company, along with its co-owners, possesses substantive participation rights, including management selection and termination, and the approval of significant capital and operating decisions. Under the equity method, investments in unconsolidated joint ventures are recorded at cost and adjusted for cash contributions and distributions, and allocations of income or loss.
Investments in Real Estate Funds
In connection with the Normandy Acquisition described in Note 3, Transactions, Columbia Property Trust acquired general partnership interests and limited partnership interests in three real estate funds: Normandy Real Estate Fund III, LP; Normandy Real Estate Fund IV, LP; and Normandy Opportunity Zone Fund, LP (collectively, the "Real Estate Funds"). The Company owns minimal economic interests in the Real Estate Funds (ranging from 2.0% to 2.5%). Significant decision rights are shared between the general partners and limited partners; and the general partner can be removed with a majority vote from the limited partners. As a result, Columbia Property Trust accounts for its investments in the Real Estate Funds using the equity method. The Real Estate Funds are subject to the rules of the AICPA Investment Company Guide; as a result, GAAP requires the Company to record its investments in the Real Estate Funds at their respective estimated fair market values. The Company determines the Real Estate Funds' estimated net asset values per share using a discounted cash flow model, which is considered a Level 3 valuation technique (see Fair Value Measurements section above). As of March 31, 2020, investments in the Real Estate Funds of approximately $3.8 million are included in prepaid expenses and other assets on the accompanying consolidated balance sheet. From January 24, 2020 (date of acquisition) through March 31, 2020, Columbia Property Trust recognized an unrealized loss on its investments in Real Estate Funds of approximately $160,000, which is recorded as other income (loss) in the accompanying consolidated statements of operations.
Columbia Property Trust has entered into agreements to provide acquisition, disposition, investment management, property management, leasing, and other services to the properties in which the Real Estate Funds own interests. See Note 12, Non-Lease Revenues, for more details. From time to time, Columbia Property Trust may be required to make additional capital contributions to the Real Estate Funds. See Note 7, Commitments and Contingencies, for more details.
Goodwill
Goodwill represents purchase price not specifically assigned to assets acquired and liabilities assumed in a business combination. On January 24, 2020, Columbia Property Trust recorded goodwill of $63.8 million in connection with the Normandy Acquisition (see Note 3, Transactions for details). Columbia Property Trust assesses the recoverability of goodwill on an annual basis, and on an interim basis if an event occurs or circumstances change that would indicate that the carrying value of goodwill may be impaired. When indicators of potential impairment exist, Columbia evaluates whether the carrying value of the reporting unit to which the goodwill relates exceeds the reporting unit's estimated fair value. If the reporting unit's carrying value exceeds its estimated fair value, Columbia Property Trust would then perform the same assessment at the enterprise level. If the carrying value of Columbia Property Trust's equity exceeds the estimated fair value of the Company, then goodwill would be reduced, and an impairment loss would be recognized, for the amount of this excess (not to exceed total goodwill). Columbia Property Trust has determined that the carrying value of goodwill is recoverable as of March 31, 2020.
Interest Rate Swap Agreements
Columbia Property Trust enters into interest rate swap contracts to mitigate its interest rate risk on the related financial instruments. Columbia Property Trust does not enter into derivative or interest rate swap transactions for speculative purposes and currently does not have any derivatives that are not designated as hedges; however, certain of its derivatives may, at times, not qualify for hedge accounting treatment. Columbia Property Trust records the fair value of its interest rate swaps on its consolidated balance sheet either as prepaid expenses and other assets or as accounts payable, accrued expenses, and accrued capital expenditures. Changes in the fair value of interest rate swaps that are designated as cash flow hedges are recorded as other comprehensive income (loss). Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment are recorded as gain or loss on interest rate swaps. Amounts received or paid under interest rate swap agreements are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain or loss on interest rate swaps for contracts that do not qualify for hedge accounting treatment. As of March 31, 2020, Columbia Property Trust has two interest rate swaps with an aggregate notional value of $450.0 million. The following tables provide additional information related to Columbia Property Trust's interest rate swaps (in thousands):
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Estimated Fair Value as of
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Instrument Type
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Balance Sheet Classification
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March 31,
2020
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December 31,
2019
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Derivatives Designated as Hedging Instruments:
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Interest rate contracts
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Prepaid expenses and other assets
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$
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—
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$
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551
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Interest rate contracts
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Accounts payable
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$
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21,094
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$
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1,652
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Columbia Property Trust applied the provisions of ASC 820 in recording its interest rate swaps at fair value. The fair values of the interest rate swaps, classified under Level 2, were determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated London Interbank Offered Rate ("LIBOR") information, and reasonable estimates about relevant future market conditions. Columbia Property Trust has determined that the fair value, as determined by the third party, is reasonable.
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Three Months Ended
March 31,
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2020
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2019
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Market value adjustment to interest rate swaps designated as hedging instruments and included in other comprehensive income (loss)
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$
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(19,993)
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$
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(1,431)
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During the periods presented, no hedge ineffectiveness was required to be recognized into earnings on the interest rate swaps that qualified for hedge accounting treatment.
Noncontrolling Interests
Noncontrolling interests represent the portion of equity in consolidated entities that is owned by third-parties. Noncontrolling interests are adjusted for cash contributions and distributions, and for earnings. Earnings are allocated between the Company and noncontrolling interests using the hypothetical liquidation at book value method pursuant to the terms of the respective ownership agreements, and are reflected as net income (loss) attributable to noncontrolling interests in the accompanying consolidated statements of operations.
Income Taxes
Columbia Property Trust has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code") and has operated as such beginning with its taxable year ended December 31, 2003. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, as defined by the Code, to its stockholders. To the extent that Columbia Property Trust satisfies the distribution requirement but distributes less than 100% of its REIT taxable income, the Company would be subject to federal and state corporate income tax on the undistributed income. Generally, the Company does not incur federal income taxes, other than as described in the following paragraph, because its stockholder distributions typically exceed its taxable income due to noncash expenses such as depreciation. Columbia Property Trust is, however, subject
to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in the accompanying consolidated financial statements.
Columbia Property Trust TRS, LLC; Columbia KCP TRS, LLC; Columbia Development TRS 13, LLC; and Columbia Development TRS 87, LLC (collectively, the "TRS Entities") are subsidiaries of the Company and are organized as Delaware limited liability companies. The TRS Entities, among other things, provide services related to asset and property management, construction and development, and other tenant services that Columbia Property Trust, as a REIT, cannot otherwise provide. The Company has elected to treat the TRS Entities as taxable REIT subsidiaries. Columbia Property Trust may perform certain additional, noncustomary services for tenants of its buildings through the TRS Entities; however, any earnings related to such services are subject to federal and state income taxes. In addition, for the Company to continue to qualify as a REIT, Columbia Property Trust must limit its investments in taxable REIT subsidiaries to 20% of the value of the total assets. The TRS Entities' deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences reverse. If applicable, the Company records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.
Reclassification
Certain prior-period amounts on our consolidated statement of operations have been reclassified to conform with current-period's presentation: property operating costs includes amounts previously reported as asset and property management fees.
Recent Accounting Pronouncements
Accounting Standard Update 2020-04, Reference Rate Reform ("ASC 2020-04"), which was issued on and effective as of March 12, 2020, addresses the accounting and disclosure impacts of reference rate reform and the anticipated discontinuance of London Interbank Offering Rate ("LIBOR"). ASU 2020-04 provides optional guidance that may be elected over time, and includes practical expedients for activities that impact debt, leases, derivatives, and other contracts. Columbia Property Trust has matched LIBOR-based debt with LIBOR-based interest rate swaps, and has elected to apply the ASU 2020-04's practical expedients related to (i) probability and (ii) the assessment of the effectiveness for future LIBOR-indexed cash flows, which assume that the debt instrument will use the same index rate as its corresponding interest rate swap once a new reference rate is established to replace LIBOR. Application of these expedients preserves the effectiveness of our interest rate swaps as cash flow hedges in the event that our debt and interest rate swaps are not amended concurrently to reflect a new reference rate. Columbia Property Trust continues to evaluate the impact of the guidance and may apply other elections as additional reference rate changes occur. ASU 2020-04 did not have a material impact on Columbia Property Trust's consolidated financial statements or disclosures.
Accounting Standard Update 2018-13, Fair Value Measurement: Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"), which became effective for Columbia Property Trust on January 1, 2020, is intended to improve the effectiveness of disclosures required by entities regarding recurring and nonrecurring fair value measurements by removing, modifying, or adding certain disclosures. ASU 2018-13 did not have a material impact on Columbia Property Trust's consolidated financial statements or disclosures.
Recent Disclosure Pronouncement
The SEC's Final Rule Release No. 33-10762, Financial Disclosures About Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant's Securities (the "SEC Release No. 33-10762") was issued on March 2, 2020 and adopted by Columbia Property Trust in the first quarter of 2020. With respect to the disclosure requirements for subsidiary issuers and guarantors of registered debt securities, SEC Release No. 33-10762 amends SEC Rule 3-10 by, among other things:
•Simplifying the criteria that must be met for a parent registrant to qualify for an exemption allowing it to provide summarized financial information in lieu of standalone audited financial statements of the subsidiary issuer, including replacing the requirement that a subsidiary issuer be wholly owned by the parent guarantor with a requirement that the subsidiary issuer be consolidated in the parent guarantor’s financial statements.
•Upon qualifying for the exemption above, replacing the previous requirement to include condensed consolidating financial information in the registrant's (parent guarantor's) financial statements, with a requirement to include certain summarized financial information (Alternative Disclosures) in either the registrant's financial statement footnotes or in its Management’s Discussion and Analysis.
Our Bonds Payable (see Note 6., Bond Payable) were issued by Columbia OP, and are fully and unconditionally guaranteed by Columbia Property Trust and by no other party. Columbia Property Trust owns 97.2% of Columbia OP, and includes the accounts of Columbia OP in its consolidated financial statements. Therefore, upon adopting SEC Release No. 33-10762 this quarter, we are providing Alternative Disclosures in the Management's Discussion and Analysis section of this Form 10-Q.
3. Transactions
Normandy Acquisition
On January 24, 2020, Columbia Property Trust acquired Normandy Real Estate Management, LLC ("Normandy"), a developer, operator, and investment manager of office and mixed-use assets with a focus on assets in New York, Boston, and Washington, D.C. (the "Normandy Acquisition"). As a result of the Normandy Acquisition, the Company acquired an operating platform, interests in the Real Estate Funds, and contracts to earn fees for providing management services to properties affiliated with the Real Estate Funds (see Note 12, Non-Lease Revenues, for details).
The purchase price, exclusive of adjustments and transaction costs, is comprised of two components: (i) an approximately $14.0 million cash payment, and (ii) the issuance of 3,264,151 Series A Convertible, Perpetual Preferred Units of Columbia OP with a liquidation preference of $26.50 per unit (the "Preferred OP Units"). The Preferred OP Units are convertible for common units of Columbia OP, which are exchangeable into shares of Columbia Property Trust's common stock, subject to certain terms and conditions. As of the closing date of the acquisition, the Preferred OP Units had an estimated fair value of $24.43. The fair value of the Preferred OP Units was determined using a lattice valuation model, utilizing significant unobservable inputs (Level 3 under the fair value hierarchy described in Note 2, Summary of Significant Accounting Policies). The initial purchase consideration was allocated as follows (in thousands):
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January 24, 2020
|
Goodwill
|
|
$
|
63,806
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Prepaid expenses and other assets(1)
|
|
7,670
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Cash
|
|
1,260
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Operating lease assets
|
|
934
|
|
Investments in unconsolidated joint ventures(2)
|
|
419
|
|
Accounts payable, accrued expenses, and accrued capital expenditures
|
|
(2,881)
|
|
Operating lease liabilities
|
|
(934)
|
|
Deferred income
|
|
(77)
|
|
Total initial purchase consideration
|
|
$
|
70,197
|
|
(1)Prepaid expenses and other assets includes $3.7 million of investments in Real Estate Funds, as described in Note 2, Summary of Significant Accounting Policies.
(2)Reflects interests in five unconsolidated joint ventures that earn fees for providing management services to properties affiliated with the Real Estate Funds.
In addition, approximately $24.4 million will be recorded as compensation expense over the next four years based on the vesting periods of the respective Preferred OP Units. During the first quarter of 2020, Columbia Property Trust incurred $12.1 million of transaction costs related to the Normandy Acquisition, which include legal, advisory, and other professional services fees and is reflected as acquisition costs on the accompanying consolidated statements of operations. For the period from January 24, 2020 through March 31, 2020, Columbia Property Trust recognized additional revenues of $5.2 million and additional net income, excluding the impact of acquisition costs, of $0.7 million as a result of the Normandy Acquisition.
Real Estate Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
Location
|
|
Date
|
|
Percent Acquired
|
|
Purchase Price
(in thousands)(1)
|
|
2020
|
|
|
|
|
|
|
|
|
|
Terminal Warehouse
|
|
New York, NY
|
|
March 13, 2020
|
|
8.65
|
%
|
|
$
|
40,048
|
|
(2)
|
2019
|
|
|
|
|
|
|
|
|
|
201 California Street
|
|
San Francisco, CA
|
|
December 9, 2019
|
|
100.00
|
%
|
|
$
|
238,900
|
|
|
101 Franklin Street(3)
|
|
New York, NY
|
|
December 2, 2019
|
|
92.50
|
%
|
|
$
|
205,500
|
|
|
(1)Exclusive of transaction costs and price adjustments. See purchase price allocation table below for a breakout of the net purchase price for wholly owned properties.
(2)This property is owned through an unconsolidated joint venture. Purchase price is for Columbia Property Trust's partial interest in the property.
(3)Property is owned through a consolidated joint venture.
Terminal Warehouse Joint Venture
On March 13, 2020, Columbia Property Trust acquired a one-third general partnership interest and limited partnership interests, totaling an 8.65% economic interest, in Terminal Warehouse, a 1.2-million-square-foot property located in West Chelsea, New York, that will be fully redeveloped into mixed-use retail and office space (the "Terminal Warehouse Joint Venture"). The Terminal Warehouse Joint Venture has a two-year, interest-only acquisition loan with a total capacity of $650.0 million, and an outstanding balance of $625.5 million as of March 31, 2020. The loan matures on October 23, 2020, with a one-year extension option. The Company earns fees from providing management services to the Terminal Warehouse Joint Venture. See Note 4, Unconsolidated Joint Ventures, and Note 12, Non-Lease Revenues, for more detail.
201 California Street
On December 9, 2019, Columbia Property Trust acquired 201 California Street, a 17-story, 252,000-square-foot office tower in San Francisco. As of the acquisition date, 201 California Street was 99% leased to 34 tenants, including First Republic Bank (13%), Dow Jones & Company, Inc. (12%), and Cooper, White & Cooper, LLP (12%). For the period from December 9, 2019 to December 31, 2019, Columbia Property Trust recognized revenues of $1.4 million and net income of $0.1 million from 201 California Street.
101 Franklin Street
On December 2, 2019, Columbia Property Trust acquired a 92.5% controlling financial interest in 101 Franklin Street, a 16-story, 235,000-square-foot office building in Manhattan that will be fully redeveloped through a consolidated joint venture.
Purchase Price Allocations for Consolidated Property Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
201 California Street
|
|
101 Franklin Street(1)
|
|
(in thousands)
|
|
(in thousands)
|
Location
|
San Francisco, CA
|
|
New York, NY
|
Date Acquired
|
December 9, 2019
|
|
December 2, 2019
|
Purchase Price:
|
|
|
|
Land
|
$
|
77,833
|
|
|
$
|
57,145
|
|
Building and improvements
|
157,513
|
|
|
149,500
|
|
Intangible lease assets
|
13,241
|
|
|
—
|
|
Intangible lease origination costs
|
5,785
|
|
|
—
|
|
Intangible below market lease liability
|
(8,064)
|
|
|
—
|
|
Total purchase price
|
$
|
246,308
|
|
|
$
|
206,645
|
|
(1)Owned through a consolidated joint venture, in which Columbia Property Trust owns a 92.5% interest.
Pro Forma Financial Information
The following unaudited pro forma statement of operations presented for the three months ended March 31, 2019, has been prepared for Columbia Property Trust to give effect to the acquisitions of 201 California Street and 101 Franklin Street as if the acquisitions had occurred on January 1, 2018. The following unaudited pro forma financial information for Columbia Property Trust has been prepared for informational purposes only and is not necessarily indicative of future results or of actual results that would have been achieved had these acquisitions been consummated as of January 1, 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2019
|
Revenues
|
|
$
|
79,656
|
|
Net income attributable to common stockholders of Columbia Property Trust
|
|
$
|
5,736
|
|
Real Estate Dispositions
During 2020 and 2019, Columbia Property Trust sold the following properties, or partial interests in properties of unconsolidated joint ventures. Additional information for certain of the disposition transactions is provided below the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
Location
|
|
Date
|
|
% Sold
|
|
Sales Price(1)
(in thousands)
|
|
Gain (loss) on Sale
(in thousands)
|
2020
|
|
|
|
|
|
|
|
|
|
|
Pasadena Corporate Park
|
|
Los Angeles, CA
|
|
March 31, 2020
|
|
100
|
%
|
|
$
|
78,000
|
|
|
$
|
(83)
|
|
Cranberry Woods Drive
|
|
Pittsburgh, PA
|
|
January 16, 2020
|
|
100
|
%
|
|
$
|
180,000
|
|
|
$
|
13,428
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
Lindbergh Center
|
|
Atlanta, GA
|
|
September 26, 2019
|
|
100
|
%
|
|
$
|
187,000
|
|
|
$
|
—
|
|
One & Three Glenlake Parkway
|
|
Atlanta, GA
|
|
April 15, 2019
|
|
100
|
%
|
|
$
|
227,500
|
|
|
$
|
42,030
|
|
(1)Exclusive of transaction costs and price adjustments.
Pasadena Corporate Park
On March 31, 2020, Columbia Property Trust closed on the sale of Pasadena Corporate Park for a gross sales price of $78.0 million, exclusive of transaction costs, resulting in a loss on sale of $83,000. Columbia Property Trust recognized an impairment loss of $20.6 million related to this property in the fourth quarter of 2019. The proceeds from this transaction are held in cash and cash equivalents on the accompanying consolidated balance sheet as of March 31, 2020.
Cranberry Woods Drive
On January 19, 2020, Columbia Property Trust closed on the sale of Cranberry Woods Drive for a gross sales price of $180.0 million, exclusive of transaction costs, resulting in a gain on sale of $13.4 million. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.
Lindbergh Center
On September 26, 2019, Columbia Property Trust closed on the sale of Lindbergh Center, including Lindbergh Center – Retail, for a gross sales price of $187.0 million, exclusive of transaction costs. Columbia Property Trust recognized an impairment loss of $23.4 million related to this property in the third quarter of 2019. $46.0 million of the proceeds from this transaction had been used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.
One & Three Glenlake Parkway
On April 15, 2019, Columbia Property Trust closed on the sale of One & Three Glenlake Parkway in Atlanta, for a gross sale price of $227.5 million, exclusive of $33.6 million of adjustments for tenant improvements and rent abatements funded at closing. The proceeds from this transaction were used to pay down the Revolving Credit Facility, as described in Note 5, Line of Credit and Notes Payable.
4. Unconsolidated Joint Ventures
As of March 31, 2020 and December 31, 2019, Columbia Property Trust owned interests in the following properties through joint ventures, which are accounted for using the equity method of accounting (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value of Investment(1)
|
|
|
Joint Venture
|
|
Property Name
|
|
Geographic Market
|
|
Ownership Interest
|
|
March 31, 2020
|
|
December 31, 2019
|
Market Square Joint Venture
|
|
Market Square
|
|
Washington, D.C.
|
|
51.00
|
%
|
|
$
|
136,481
|
|
|
$
|
135,557
|
|
University Circle Joint Venture
|
|
University Circle
|
|
San Francisco
|
|
55.00
|
%
|
|
281,457
|
|
|
283,633
|
|
333 Market Street Joint Venture
|
|
333 Market Street
|
|
San Francisco
|
|
55.00
|
%
|
|
268,438
|
|
|
269,638
|
|
114 Fifth Avenue Joint Venture
|
|
114 Fifth Avenue
|
|
New York
|
|
49.50
|
%
|
|
83,726
|
|
|
87,750
|
|
1800 M Street Joint Venture
|
|
1800 M Street
|
|
Washington, D.C.
|
|
55.00
|
%
|
|
230,570
|
|
|
233,196
|
|
799 Broadway Joint Venture(2)
|
|
799 Broadway
|
|
New York, NY
|
|
49.70
|
%
|
|
46,620
|
|
|
44,686
|
|
Terminal Warehouse Joint Venture
|
|
Terminal Warehouse
|
|
New York, NY
|
|
8.65
|
%
|
|
39,724
|
|
|
—
|
|
Real Estate Services Joint Ventures(3)
|
|
n/a(3)
|
|
n/a(3)
|
|
Various(3)
|
|
678
|
|
|
—
|
|
|
|
|
|
|
|
|
|
$
|
1,087,694
|
|
|
$
|
1,054,460
|
|
(1)Includes basis differences. There is an aggregate net difference of $288.9 million and $279.2 million as of March 31, 2020 and December 31, 2019, respectively, between the historical costs recorded at the joint venture level, and Columbia Property Trust's investments in unconsolidated joint ventures. Such basis differences result from the timing of each partner's joint venture interest acquisition; and formation costs incurred by Columbia Property Trust. Basis differences are amortized to income (loss) from unconsolidated joint ventures over the lives of the underlying assets or liabilities.
(2)Columbia Property Trust capitalized interest of $0.4 million and $0.3 million on its investment in the 799 Broadway Joint Venture during the three months ended March 31, 2020 and 2019, respectively.
(3)Columbia Property Trust owns interests in the following five unconsolidated joint ventures that earn fees for providing management services to properties affiliated with the Real Estate Funds (the "Real Estate Services Joint Ventures"): L&L Normandy Terminal Asset Manager, LLC (67%); L&L Normandy Terminal Development Manager, LLC (50%); L&L Normandy Terminal Property Manager (50%) (collectively, the "Terminal Services Joint Ventures"); WNK Maiden Management (50%); and Maple AB Services, LLC (55%). The Terminal Services Joint Ventures earn fees from providing services to the Terminal Warehouse Joint Venture.
Columbia Property Trust has determined that none of its unconsolidated joint ventures are variable interest entities. However, Columbia Property Trust and its partners have substantive participation rights in the unconsolidated joint ventures, including management selection and termination, and the approval of operating and capital decisions. As such, Columbia Property Trust uses the equity method of accounting to record its investment in these joint ventures. Under
the equity method, investments in unconsolidated joint ventures are recorded at cost and adjusted for cash contributions and distributions, and allocations of income or loss.
Columbia Property Trust evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing the investment for any indicators of impairment. If indicators are present, Columbia Property Trust estimates the fair value of the investment. If the carrying value of the investment exceeds the estimated fair value, management makes an assessment of whether the deficit is "temporary" or "other-than-temporary," and if other-than-temporary, reduces the carrying value to reflect the estimated fair value by recording an impairment loss. In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost and (2) Columbia Property Trust's intent and ability to retain its interest long enough for a recovery in market value. Based on the analysis described above, Columbia Property Trust has determined that none of its investments in joint ventures are impaired as of March 31, 2020.
Condensed Combined Financial Information
Summarized balance sheet information for each of the unconsolidated joint ventures is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
Total Debt
|
|
|
|
|
Total Equity(1)
|
|
|
|
|
March 31,
2020
|
|
December 31, 2019
|
|
March 31,
2020
|
|
|
December 31, 2019
|
|
March 31,
2020
|
|
December 31, 2019
|
Market Square Joint Venture
|
|
$
|
579,363
|
|
|
$
|
582,747
|
|
|
$
|
324,828
|
|
(2)
|
|
$
|
324,815
|
|
|
$
|
242,942
|
|
|
$
|
241,719
|
|
University Circle Joint Venture
|
|
217,185
|
|
|
216,546
|
|
|
—
|
|
|
|
—
|
|
|
211,218
|
|
|
212,656
|
|
333 Market Street Joint Venture
|
|
364,893
|
|
|
367,652
|
|
|
—
|
|
|
|
—
|
|
|
349,936
|
|
|
352,385
|
|
114 Fifth Avenue Joint Venture
|
|
476,785
|
|
|
485,442
|
|
|
—
|
|
|
|
—
|
|
|
119,831
|
|
|
127,554
|
|
1800 M Street Joint Venture
|
|
429,767
|
|
|
437,439
|
|
|
—
|
|
|
|
—
|
|
|
416,836
|
|
|
421,588
|
|
799 Broadway Joint Venture
|
|
220,024
|
|
|
201,210
|
|
|
119,156
|
|
(3)
|
|
109,735
|
|
|
88,374
|
|
|
85,316
|
|
Terminal Warehouse
|
|
1,042,748
|
|
|
—
|
|
|
618,766
|
|
(4)
|
|
—
|
|
|
339,319
|
|
|
—
|
|
Real Estate Services Joint Ventures
|
|
2,495
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,198
|
|
|
—
|
|
|
|
$
|
3,333,260
|
|
|
$
|
2,291,036
|
|
|
$
|
1,062,750
|
|
|
|
$
|
434,550
|
|
|
$
|
1,769,654
|
|
|
$
|
1,441,218
|
|
(1)Excludes basis differences (see footnote (1) to the Carrying Value of Investment table above), which are amortized to income (loss) from unconsolidated joint ventures over the lives of the underlying assets of liabilities.
(2)The Market Square Joint Venture has a $325.0 million mortgage note. The Market Square mortgage note bears interest at 5.07% and matures on July 1, 2023.
(3)Reflects $122.1 million outstanding, net of $3.0 million of net unamortized deferred financing costs, on the 799 Broadway construction loan. The 799 Broadway construction loan is being used to finance a portion of the 799 Broadway development project, has total capacity of $187.0 million, and bears interest at LIBOR, capped at 4.00%, plus a spread of 425 basis points (the "Construction Loan"). A portion of the monthly interest payments accrue into the balance of the loan. The Construction Loan matures on October 9, 2021, with two one-year extension options. For a discussion of Columbia Property Trust's equity guaranty related to the Construction Loan, see Note 7, Commitments and Contingencies.
(4)Reflects $625.5 million outstanding, net of $6.7 million of net unamortized deferred financing costs, on the Terminal Warehouse acquisition loan. The Terminal Warehouse Joint Venture has an interest-only acquisition loan with a total capacity of $650.0 million. The Terminal Warehouse acquisition loan bears interest at LIBOR plus 340 basis points and matures on October 23, 2020, with a one-year extension option.
Summarized income statement information for the unconsolidated joint ventures for the three months ended March 31, 2020 and 2019 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues
|
|
|
|
Net Income (Loss)
|
|
|
|
Columbia Property Trust's Share of Net Income (Loss)(1)
|
|
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Market Square Joint Venture
|
|
$
|
12,690
|
|
|
$
|
11,337
|
|
|
$
|
(1,994)
|
|
|
$
|
(2,595)
|
|
|
$
|
(1,017)
|
|
|
$
|
(1,323)
|
|
University Circle Joint Venture
|
|
10,924
|
|
|
11,272
|
|
|
5,715
|
|
|
6,364
|
|
|
3,144
|
|
|
3,500
|
|
333 Market Street Joint Venture
|
|
7,067
|
|
|
7,054
|
|
|
3,705
|
|
|
3,713
|
|
|
2,037
|
|
|
2,042
|
|
114 Fifth Avenue Joint Venture
|
|
10,428
|
|
|
10,919
|
|
|
(2,653)
|
|
|
(2,506)
|
|
|
(1,314)
|
|
|
(1,240)
|
|
1800 M Street Joint Venture
|
|
9,937
|
|
|
9,454
|
|
|
1,752
|
|
|
388
|
|
|
964
|
|
|
214
|
|
799 Broadway Joint Venture
|
|
—
|
|
|
—
|
|
|
(32)
|
|
|
(526)
|
|
|
(16)
|
|
|
(262)
|
|
Terminal Warehouse
|
|
2,307
|
|
|
—
|
|
|
(3,741)
|
|
|
—
|
|
|
(324)
|
|
|
—
|
|
Real Estate Services Joint Ventures
|
|
1,875
|
|
|
—
|
|
|
938
|
|
|
—
|
|
|
341
|
|
|
—
|
|
|
|
$
|
55,228
|
|
|
$
|
50,036
|
|
|
$
|
3,690
|
|
|
$
|
4,838
|
|
|
$
|
3,815
|
|
|
$
|
2,931
|
|
(1)Excludes amortization of basis differences (see footnote to (1) the Carrying Value of Investment table above), which are recorded as income (loss) from unconsolidated joint ventures in the accompanying consolidated statements of operations.
Management Fees
Columbia Property Trust provides services to the following joint ventures, including asset and property management and/or development management. Under the asset and property management agreements, Columbia Property Trust oversees the day-to-day operations of these joint ventures and their properties, including property management, property accounting, and other administrative services. Under the development management agreements, Columbia Property Trust oversees the development or redevelopment projects at the joint-venture-owned properties. During the three months ended March 31, 2020 and 2019, Columbia Property Trust earned the following fees from its unconsolidated joint ventures (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Market Square Joint Venture
|
|
$
|
574
|
|
|
$
|
568
|
|
|
|
|
|
University Circle Joint Venture
|
|
587
|
|
|
574
|
|
|
|
|
|
333 Market Street Joint Venture
|
|
214
|
|
|
207
|
|
|
|
|
|
1800 M Street Joint Venture
|
|
555
|
|
|
520
|
|
|
|
|
|
799 Broadway Joint Venture
|
|
223
|
|
|
—
|
|
|
|
|
|
|
|
$
|
2,153
|
|
|
$
|
1,869
|
|
|
|
|
|
In the first quarter of 2020, Columbia Property Trust earned reimbursement income for management fee administration costs of $1.3 million which is included in management fee revenues. In the first quarter of 2019, Columbia Property Trust earned reimbursement income for management fee administration costs of $1.2 million which is included in other property income.
Asset and property management fees of $0.3 million and $0.6 million were due to Columbia Property Trust from the joint ventures and are included in prepaid expenses and other assets on the accompanying consolidated balance sheets as of March 31, 2020 and December 31, 2019, respectively.
Columbia Property Trust also earns management fees through its interest in the the Real Estate Services Joint Ventures, which are recorded as income in unconsolidated joint ventures in the accompanying consolidated statement of operations.
5. Line of Credit and Notes Payable
As of March 31, 2020 and December 31, 2019, Columbia Property Trust had the following line of credit and notes payable indebtedness (excluding bonds payable; see Note 6, Bonds Payable) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility
|
|
March 31,
2020
|
|
December 31,
2019
|
Revolving Credit Facility
|
|
$
|
501,000
|
|
|
$
|
334,000
|
|
$300 Million Term Loan
|
|
300,000
|
|
|
300,000
|
|
$150 Million Term Loan
|
|
150,000
|
|
|
150,000
|
|
Less: Deferred financing costs related to term loans and notes payable, net of accumulated amortization
|
|
(1,930)
|
|
|
(2,084)
|
|
|
|
$
|
949,070
|
|
|
$
|
781,916
|
|
Columbia Property Trust's amended and restated credit and term loan agreement (the "Credit Agreement") provides for (i) a $650.0 million unsecured revolving credit facility (the "Revolving Credit Facility"), with an initial term ending January 31, 2023 and two six-month extension options (for a total possible extension option of one year to January 31, 2024), subject to the paying of certain fees and the satisfaction of certain other conditions, and (ii) a $300.0 million unsecured term loan, with a term ending January 31, 2024 (the "$300 Million Term Loan").
At Columbia Property Trust's option, borrowings under the Credit Agreement bear interest at either (i) the alternate base rate plus an applicable margin based on five stated pricing levels ranging from 0.00% to 0.45% for the Revolving Credit Facility and 0.00% to 0.65% for the $300 Million Term Loan, or (ii) the LIBOR rate, as defined in the credit agreement, plus an applicable margin based on five stated pricing levels ranging from 0.775% to 1.45% for the Revolving Credit Facility and 0.85% to 1.65% for the $300 Million Term Loan, in each case based on Columbia Property Trust's credit rating. The interest rate on the $300 Million Term Loan has been effectively fixed at 2.55% with an interest rate swap agreement.
Columbia Property Trust's $150.0 million unsecured term loan matures in July 2022 (the "$150 Million Term Loan") and bears interest, at our option, at either (i) LIBOR, plus an applicable margin ranging from 0.90% to 1.75% for LIBOR loans, or (ii) alternative base rate, plus an applicable margin ranging from 0.00% to 0.75% for base rate loans. The interest rate on the $150 Million Term Loan is effectively fixed with an interest rate swap agreement, which is designated as a cash flow hedge. Based on the terms of the interest rate swap and our current credit rating, the interest rate on the $150 Million Term Loan is effectively fixed at 3.07%.
Fair Value of Debt
The estimated fair value of Columbia Property Trust's line of credit and notes payable as of March 31, 2020 and December 31, 2019, was approximately $935.8 million and $784.1 million, respectively. The related carrying value of the line of credit and notes payable as of March 31, 2020 and December 31, 2019, was $951.0 million and $784.0 million, respectively. Columbia Property Trust estimated the fair value of its term loans and the Revolving Credit Facility by obtaining estimates for similar facilities from multiple market participants as of the respective reporting dates. Therefore, the fair values determined are considered to be based on observable market data for similar instruments (Level 2).
Interest Paid and Capitalized
During the three months ended March 31, 2020 and 2019, Columbia Property Trust made interest payments of approximately $5.0 million and $5.6 million, respectively.
Columbia Property Trust capitalizes interest on development, redevelopment, and improvement projects funded directly and through its interest in unconsolidated joint ventures, using the weighted-average interest rate of its consolidated
borrowings for the period. During the three months ended March 31, 2020, Columbia Property Trust capitalized interest of $3.0 million, $2.6 million of which was capitalized to construction in progress, and $0.4 million of which was capitalized to investments in unconsolidated joint ventures. During the three months ended March 31, 2019, Columbia Property Trust capitalized interest of $1.2 million, $0.9 million of which was capitalized to construction in progress and $0.3 million of which was capitalized to investments in unconsolidated joint ventures. For the three months ended March 31, 2020, the weighted average interest rate on Columbia Property Trust's consolidated outstanding borrowings was 3.26%.
Debt Covenants
As of March 31, 2020, Columbia Property Trust was in compliance with all of its debt covenants on its term loans and the Revolving Credit Facility.
6. Bonds Payable
Columbia Property Trust has two series of bonds outstanding as of March 31, 2020 and December 31, 2019: $350.0 million of 10-year, unsecured 3.650% senior notes issued at 99.626% of their face value (the "2026 Bonds Payable"); and $350.0 million of 10-year, unsecured 4.150% senior notes issued at 99.859% of their face value (the "2025 Bonds Payable"), (collectively, the "Bonds Payable"). Both series of bonds require semi-annual interest payments. The principal amount of the 2026 Bonds Payable is due and payable on August 15, 2026, and the principal amount of the 2025 Bonds Payable is due and payable on April 1, 2025. The Bonds Payable were issued by Columbia OP and are fully and unconditionally guaranteed by Columbia Property Trust, Inc.
Interest payments of $6.4 million were made on the Bonds Payable during both the three months ended March 31, 2020 and 2019. Columbia Property Trust is subject to substantially similar covenants under the 2026 Bonds Payable and the 2025 Bonds Payable. As of March 31, 2020, Columbia Property Trust was in compliance with the restrictive financial covenants on the 2026 Bonds Payable and the 2025 Bonds Payable.
As of March 31, 2020 and December 31, 2019, the estimated fair value of the Bonds Payable was approximately $735.7 million and $734.4 million, respectively, and the related carrying value, net of discounts, as of both March 31, 2020 and December 31, 2019 was $698.9 million. The fair value of the Bonds Payable was estimated based on a discounted cash flow analysis, using observable market data for its bonds payable and similar instruments (Level 2). The discounted cash flow method of assessing fair value results in a general approximation of value, which may differ from the price that could be achieved in a market transaction.
7. Commitments and Contingencies
Commitments Under Existing Lease Agreements
Certain lease agreements include tenant allowances that, at the option of the tenant, may obligate Columbia Property Trust to expend capital to improve an existing property, or to provide other expenditures for the benefit of the tenant. As of March 31, 2020, Columbia Property Trust has the following material tenant obligations under leases: (i) $15.9 million related to the WeWork lease at 149 Madison, and (ii) $17.6 million related to the Pershing lease at 95 Columbus. As of March 31, 2020, accruals have not been recorded for these amounts, as such obligations are recorded as incurred. In addition, in January 2020, Columbia Property Trust preleased space to be added to 80 M Street in a vertical expansion project. Columbia is required to fund approximately $65.3 million for construction and tenant improvement allowances related to the new space at 80 M Street.
Commitments Under Joint Venture Agreements
Columbia Property Trust's joint venture agreements, including those that are developing or redeveloping properties, provide for capital contributions to be made to the joint ventures by the joint venture partners. As of March 31, 2020, Columbia Property Trust holds eight properties through consolidated and unconsolidated joint ventures, including three that are under development or redevelopment. Capital contributions are payable when a capital call is made by the joint venture, and there are no unfunded capital calls as of March 31, 2020.
As of March 31, 2020, the 799 Broadway Joint Venture has $122.1 million in outstanding borrowings on the Construction Loan. Pursuant to a joint and several guaranty agreement with the Construction Loan lender, Columbia Property Trust
and its joint venture partner are required to make aggregate additional equity contributions to the joint venture based on the initial expected project costs, less the amount of equity contributions made to date. As of March 31, 2020, the remaining equity contribution requirement is $28.8 million, of which $14.3 million reflects Columbia Property Trust's allocated share. Equity contributions become payable by Columbia Property Trust to the joint venture when a capital call is received. As of March 31, 2020, no capital calls remain unpaid; therefore, no liability has been recorded related to this guaranty.
Commitments Under Real Estate Fund Agreements
Columbia Property Trust's Real Estate Fund investments require capital contributions from time to time. As of March 31, 2020, the Company had $4.6 million of unfunded capital contributions, which are callable for the life of the Real Estate Funds, through 2026. Such capital contributions are payable when a capital call is made by the Real Estate Funds, and there are no unfunded capital calls as of March 31, 2020.
Litigation
Columbia Property Trust is subject to various legal proceedings, claims, and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. Columbia Property Trust records a liability for litigation if an unfavorable outcome is probable, and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, Columbia Property Trust accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, Columbia Property Trust accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, Columbia Property Trust discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, Columbia Property Trust discloses the nature and estimate of the possible loss of the litigation. Columbia Property Trust does not disclose information with respect to litigation where the possibility of an unfavorable outcome is considered to be remote. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business, or financial condition of Columbia Property Trust. Columbia Property Trust is not currently involved in any legal proceedings of which management would consider the outcome to be reasonably likely to have a material adverse effect on the results of operations, liquidity, or financial condition of Columbia Property Trust.
8. Stockholders' Equity
Common Stock Repurchase Program
Columbia Property Trust's board of directors authorized a stock repurchase program to purchase up to an aggregate of $200.0 million of its common stock, par value $0.01 per share, from September 4, 2019 through September 4, 2021 (the "2019 Stock Repurchase Program"). Under the 2019 Stock Repurchase Program, Columbia Property Trust acquired 1.2 million shares at an average price of $19.47 per share, for aggregate purchases of $23.3 million during the three months ended March 31, 2020. As of March 31, 2020, $143.3 million remains available for repurchases under the 2019 Stock Repurchase Program. Common stock repurchases are charged against equity as incurred, and the repurchased shares are retired.
Long-Term Incentive Compensation
Columbia Property Trust maintains a stockholder-approved, long-term incentive plan (the "LTI Plan") that provides for grants of up to 4.8 million shares of stock to be made to certain employees and independent directors of Columbia Property Trust.
Employee Awards
Under the LTI Plan, Columbia Property Trust grants time-based stock awards and performance-based restricted stock unit awards to its employees.
During the three months ended March 31, 2020, Columbia Property Trust granted 294,725 shares of stock awards (the "Time-Based Restricted Shares") to employees, which will vest ratably on each anniversary of the grant over the next four years. Also, during the three months ended March 31, 2020, Columbia Property Trust granted 351,730 of performance-based restricted stock units (the "Performance-Based RSUs"), of which 75% will vest at the conclusion of a three-year performance period, and the remaining 25% will vest one year later. The payout of the Performance-Based RSUs will be determined based on Columbia Property Trust's total stockholder return relative to the FTSE NAREIT Equity Office Index. Below is a summary of the employee awards issued under the LTI Plan during the three months ended March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-Based Awards
|
|
|
|
Performance-Based Awards
|
|
|
|
|
Restricted Shares
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value(1)
|
|
RSUs
(in thousands)
|
|
Weighted-Average
Grant-Date
Fair Value(2)
|
Unvested awards – beginning of period
|
|
374
|
|
|
$
|
20.96
|
|
|
584
|
|
|
$
|
18.86
|
|
Granted
|
|
295
|
|
|
$
|
21.06
|
|
|
303
|
|
|
$
|
18.06
|
|
Converted(3)
|
|
33
|
|
|
|
|
(33)
|
|
|
|
Vested
|
|
(166)
|
|
|
$
|
21.22
|
|
|
(101)
|
|
|
$
|
18.48
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
(9)
|
|
|
$
|
20.49
|
|
Unvested awards – end of period(4)
|
|
536
|
|
|
$
|
20.94
|
|
|
744
|
|
|
$
|
18.58
|
|
(1)Reflects the weighted-average, grant-date fair value using the market closing price on the date of the respective grants.
(2)Reflects the weighted-average, grant-date fair value using a Monte Carlo valuation.
(3)Reflects 25% of the 2017 3-year Performance-Based RSUs granted on January 1, 2017, which converted to Time-Based Restricted shares in January 2020 and will vest in January 2021.
(4)As of March 31, 2020, Columbia Property Trust expects approximately 514,000 of the 536,000 unvested restricted stock units to ultimately vest and approximately 713,000 of the 744,000 unvested Performance-Based RSUs to ultimately vest, assuming a weighted-average forfeiture rate of 4.1%, which was determined based on historical forfeiture rates.
Director Stock Grants
Columbia Property Trust grants equity retainers to its directors under the LTI Plan. Such grants are made annually for the following year and vest immediately. During the three months ended March 31, 2020 and 2019, Columbia Property Trust made the following equity retainer grant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date of Grant
|
|
Shares
|
|
Grant-Date Fair Value
|
March 2, 2020(1)
|
|
591
|
|
|
$
|
19.80
|
|
|
|
|
|
|
(1)In March 2020, a new director was appointed to the board of directors of Columbia Property Trust. The new director received a pro-rated annual equity retainer grant at appointment.
Stock-Based Compensation Expense
For the three months ended March 31, 2020 and 2019, Columbia Property Trust incurred stock-based compensation expense related to the following events (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Amortization of time-based awards
|
$
|
947
|
|
|
$
|
884
|
|
|
|
|
|
Amortization of performance-based awards(1)
|
1,031
|
|
|
655
|
|
|
|
|
|
Amortization of Preferred OP unit awards issued in connection with the Normandy Acquisition
|
2,358
|
|
|
—
|
|
|
|
|
|
Issuance of shares to independent directors
|
12
|
|
|
—
|
|
|
|
|
|
Total stock-based compensation expense
|
$
|
4,348
|
|
|
$
|
1,539
|
|
|
|
|
|
(1)Reflects amortization of awards made under the LTI Plan that will vest in future periods for service during the current period.
These expenses are included in general and administrative expenses – corporate in the accompanying consolidated statements of operations. As of March 31, 2020 and December 31, 2019, there were $18.3 million and $9.5 million, respectively, of unrecognized compensation costs related to unvested awards under the LTI Plan, which will be amortized over the respective vesting period, ranging from one to four years at the time of grant; and as of March 31, 2020, there were $22.1 million of unvested Preferred OP unit awards, which will vest over four years at the time of grant.
9. Noncontrolling Interests
Noncontrolling Interest – Columbia OP
In connection with the Normandy Acquisition, Columbia Property Trust issued 3,264,151 Series A Convertible, Preferred Units of Columbia OP with a liquidation preference of $26.50 per unit (the “Preferred OP Units”). The Preferred OP Units vest over four years, subject to certain conditions. The Preferred OP Units are convertible into common units of Columbia OP, which are exchangeable for shares of Columbia Property Trust's common stock on a one-for-one basis, subject to certain terms and conditions. As of March 31, 2020, Columbia Property Trust holds a 97.2% controlling financial interest in Columbia OP. Columbia OP is a variable interest entity in which the Company is the primary beneficiary. Thus, Columbia Property Trust consolidates the accounts of Columbia OP, and reflects the third-party ownership in this entity as noncontrolling interest in the accompanying consolidated balance sheet. As of March 31, 2020, Columbia OP has total assets and liabilities of $4.3 billion and $1.9 billion, respectively.
Noncontrolling Interest – Consolidated Joint Venture
Columbia Property Trust holds a 92.5% controlling financial interest in 101 Franklin Street, a 16-story, 235,000-square-foot office building in Manhattan that will be fully redeveloped through a consolidated joint venture with an affiliate of Normandy. 101 Franklin Street is a variable interest entity, or VIE, in which Columbia Property Trust is the primary beneficiary. Thus, the Company consolidates the accounts of 101 Franklin Street, and reflects the third-party ownership in this entity as noncontrolling interest in the accompanying consolidated balance sheet. As of March 31, 2020, Franklin Street had total assets and liabilities of $5.1 million and $3.0 million, respectively.
10. Supplemental Disclosures of Noncash Investing and Financing Activities
Outlined below are significant noncash investing and financing activities for the three months ended March 31, 2020 and 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Other assets assumed at acquisition
|
$
|
245
|
|
|
$
|
—
|
|
Operating lease liability assumed at acquisition
|
$
|
961
|
|
|
$
|
34,791
|
|
Other liabilities assumed at acquisition
|
$
|
245
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of net discounts on debt
|
$
|
45
|
|
|
$
|
45
|
|
|
|
|
|
Accrued investments in unconsolidated joint ventures
|
$
|
—
|
|
|
$
|
88
|
|
Accrued capital expenditures and deferred lease costs
|
$
|
15,447
|
|
|
$
|
19,603
|
|
|
|
|
|
Market value adjustments to interest rate swaps that qualify for hedge accounting treatment
|
$
|
(19,993)
|
|
|
$
|
(1,431)
|
|
Issuance of Preferred OP Units for the Normandy Acquisition (Note 3)
|
$
|
55,306
|
|
|
$
|
—
|
|
Stock-based compensation expense
|
$
|
4,348
|
|
|
$
|
1,539
|
|
11. Leases
Columbia Property Trust as Lessee
Columbia Property Trust is a lessee on ground leases at certain of its investment properties, office space leases, and various information technology equipment leases. As of March 31, 2020, Columbia Property Trust has one ground lease with a remaining lease term of 57.8 years inclusive of renewal options, which is included in operating lease assets of $30.1 million. Payments for all future periods under this ground lease have already been made. Thus, as of March 31, 2020, operating lease liabilities of $2.9 million include only the present value of future payments due under two office leases, with a weighted average remaining lease term of 2.5 years, inclusive of renewal options.
Columbia Property Trust as Lessor
Columbia Property Trust owns and leases commercial real estate, primarily office space, to tenants under operating leases for specified periods of time. Rental income related to such leases is recognized on a straight-line basis over the remaining lease period, and is included in lease revenues on the consolidated statements of operations. As of March 31, 2020, the weighted-average remaining term for such leases is approximately 6.4 years.
Lease revenues include fixed and variable payments. Fixed payments primarily relate to base rent and include payments related to lease terminations; and variable payments primarily relate to tenant reimbursements for certain property operating costs. Fixed and variable payments for the three months ended March 31, 2020 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31,
|
|
|
|
2020
|
|
2019
|
Fixed payments
|
$
|
61,243
|
|
|
$
|
65,517
|
|
Variable payments
|
6,764
|
|
|
6,345
|
|
Total lease revenues
|
$
|
68,007
|
|
|
$
|
71,862
|
|
12. Non-Lease Revenues
Columbia Property Trust derives most of its revenues from leases, as described in Note 11, Leases. Columbia Property Trust also has the following non-lease revenue streams.
Management Fee Revenue
Under asset and property management agreements in place with third parties and certain of its unconsolidated joint ventures, Columbia Property Trust earns revenue for performing asset and property management functions for properties owned by the Real Estate Funds and its joint ventures, as further described in Note 4, Unconsolidated Joint Ventures, as well as third-party-owned properties. For the three months ended March 31, 2020 and 2019, Columbia Property Trust earned management fee revenues of $4.3 million and $1.9 million, respectively, under these agreements.
Leasing Fees
Under asset and property management agreements in place with third parties and for certain properties owned by joint ventures and the Real Estate Funds, Columbia Property Trust is eligible to earn leasing fees equal to a percentage of the total rental payments to be made by the tenant over the term of the lease. For the three months ended March 31, 2020 and 2019, Columbia Property Trust earned leasing override fees of $14,600 and $3,000, respectively. Such fees are included in management fee revenue on the accompanying consolidated statements of operations.
Construction and Development Fee Income
Under construction and development contracts in place with third-party properties and for certain properties owned by joint ventures and the Real Estate Funds, Columbia Property Trust earns fees related to construction and development project management and supervision, using a percentage of completion method, measured by the percentage of costs incurred to date as compared with the estimated total costs for each contract. For the three months ended March 31, 2020, Columbia Property Trust earned construction and development fees of $0.8 million. Such fees are included in management fee revenue on the accompanying consolidated statements of operations.
Salary and Other Reimbursement Revenue
Under the property management agreements for third-party-owned properties and certain properties owned through joint ventures and the Real Estate Funds, Columbia Property Trust receives reimbursements for salaries and property operating costs for services that are provided by Columbia Property Trust employees on an ongoing basis. For the three months ended March 31, 2020 and 2019, Columbia Property Trust earned salary and other reimbursement revenue of $3.1 million and $1.1 million, respectively. These amounts are included in management fee revenues in 2020, and in other property income in 2019, on the accompanying consolidated statements of operations.
Miscellaneous Revenue
Columbia Property Trust also receives revenues for services provided to its tenants through the TRS Entities, including fitness centers, shuttles, and cafeterias. For the three months ended March 31, 2020 and 2019, Columbia Property Trust earned miscellaneous revenue of $7,100 and $176,500, respectively. These amounts are included in other property income on the accompanying consolidated statements of operations.
13. Earnings Per Share
For the three months ended March 31, 2020 and 2019, in computing the basic and diluted earnings per share, net income has been reduced for the dividends paid on unvested shares granted under the LTI Plan. The following table reconciles the numerator for the basic and diluted earnings-per-share computations shown on the consolidated statements of operations for the three months ended March 31, 2020 and 2019 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Net income attributable to common stockholders
|
|
$
|
6,290
|
|
|
$
|
3,513
|
|
|
|
|
|
Distributions paid on unvested shares
|
|
(113)
|
|
|
(77)
|
|
|
|
|
|
Net income attributable to common stockholders used to calculate basic and diluted earnings per share
|
|
$
|
6,177
|
|
|
$
|
3,436
|
|
|
|
|
|
The following table reconciles the denominator for the basic and diluted earnings-per-share computations shown on the consolidated statements of operations for the three months ended March 31, 2020 and 2019, respectively (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Weighted-average common shares – basic
|
|
114,471
|
|
|
116,462
|
|
|
|
|
|
Plus incremental weighted-average shares from time-vested conversions, less assumed stock repurchases:
|
|
|
|
|
|
|
|
|
Previously granted awards, unvested
|
|
15
|
|
|
90
|
|
|
|
|
|
Future period LTI Plan awards
|
|
—
|
|
|
328
|
|
|
|
|
|
Weighted-average common shares – diluted
|
|
114,486
|
|
|
116,880
|
|
|
|
|
|
14. Segment Information
Columbia Property Trust establishes operating segments at the property level and aggregates individual properties into reportable segments for high-barrier-to-entry markets and other geographic locations in which Columbia Property Trust has significant investments. Columbia Property Trust considers geographic location when evaluating its portfolio composition and in assessing the ongoing operations and performance of its properties. As of March 31, 2020, Columbia Property Trust had the following reportable segments: New York, San Francisco, Washington, D.C., Boston, and all other office markets. The all other office markets reportable segment consists of properties in similar low-barrier-to-entry geographic locations in which Columbia Property Trust does not have a substantial presence and does not plan to make further investments. Upon selling its remaining properties in Atlanta during 2019 and Los Angeles in March of 2020, Columbia Property Trust has combined Atlanta and the all other office markets reportable segment for all periods presented. During the periods presented, there have been no material intersegment transactions.
Net operating income ("NOI") is a non-GAAP financial measure. NOI is the primary performance measure reviewed by management to assess operating performance of properties and is calculated by deducting operating expenses from operating revenues. Operating revenues include lease revenues and other property income; and operating expenses include property operating costs. The NOI performance metric consists only of revenues and expenses directly related to real estate rental operations. NOI reflects property acquisitions and dispositions, occupancy levels, rental rate increases or decreases, and the recoverability of operating expenses. NOI, as Columbia Property Trust calculates it, may not be directly comparable to similarly titled, but differently calculated, measures for other REITs.
Asset information and capital expenditures by segment are not reported because Columbia Property Trust does not use these measures to assess performance. Depreciation and amortization expense, along with other expense and income items, are not allocated among segments.
The following table presents operating revenues included in NOI by geographic reportable segment for Columbia Property Trust's respective ownership interests (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
New York(1)
|
$
|
41,105
|
|
|
$
|
38,696
|
|
|
|
|
|
San Francisco(2)
|
34,801
|
|
|
27,763
|
|
|
|
|
|
Washington, D.C.(3)
|
15,018
|
|
|
14,130
|
|
|
|
|
|
Boston
|
4,149
|
|
|
3,674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other office markets
|
2,587
|
|
|
17,060
|
|
|
|
|
|
Total office segments
|
97,660
|
|
|
101,323
|
|
|
|
|
|
Corporate
|
(373)
|
|
|
786
|
|
|
|
|
|
Total operating revenues
|
$
|
97,287
|
|
|
$
|
102,109
|
|
|
|
|
|
(1)Includes operating revenues for two unconsolidated properties, based on Columbia Property Trust's ownership interests: 49.5% for 114 Fifth Avenue for all periods presented; and 8.65% for Terminal Warehouse from March 13, 2020 through March 31, 2020.
(2)Includes operating revenues for two unconsolidated properties, 333 Market Street and University Circle, based on Columbia Property Trust's ownership interests: 55.0% for all periods presented.
(3)Includes operating revenues for two unconsolidated properties, Market Square and 1800 M Street, based on Columbia Property Trust's ownership interests: 51.0% for Market Square and 55.0% for 1800 M Street for all periods presented.
A reconciliation of GAAP revenues to operating revenues is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Total revenues
|
$
|
76,254
|
|
|
$
|
75,433
|
|
|
|
|
|
Operating revenues included in income from unconsolidated joint ventures(1)
|
29,273
|
|
|
28,545
|
|
|
|
|
|
Less: management fee revenue(2)
|
(8,240)
|
|
|
(1,869)
|
|
|
|
|
|
Total operating revenues
|
$
|
97,287
|
|
|
$
|
102,109
|
|
|
|
|
|
(1)Columbia Property Trust records its interest in properties held through unconsolidated joint ventures using the equity method of accounting, and reflects its interest in the operating revenues of these properties in income from unconsolidated joint ventures in the accompanying consolidated statements of operations.
(2)See Note 12, Non-Lease Revenues, of the accompanying consolidated financial statements.
The following table presents NOI by geographic reportable segment (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
New York(1)
|
$
|
25,075
|
|
|
$
|
22,806
|
|
|
|
|
|
San Francisco(2)
|
25,072
|
|
|
20,497
|
|
|
|
|
|
Washington, D.C.(3)
|
9,151
|
|
|
8,453
|
|
|
|
|
|
Boston
|
2,458
|
|
|
1,989
|
|
|
|
|
|
All other office markets
|
1,525
|
|
|
13,106
|
|
|
|
|
|
Total office segments
|
63,281
|
|
|
66,851
|
|
|
|
|
|
Corporate
|
(272)
|
|
|
(205)
|
|
|
|
|
|
Total NOI
|
$
|
63,009
|
|
|
$
|
66,646
|
|
|
|
|
|
(1)Includes NOI for three unconsolidated properties, 114 Fifth Avenue and 799 Broadway, based on Columbia Property Trust's ownership interest: 49.5% for 114 Fifth Avenue for all periods presented; and 49.7% for 799 Broadway for all periods presented; and 8.65% for Terminal Warehouse from March 13, 2020 though March 31, 2020.
(2)Includes NOI for two unconsolidated properties, 333 Market Street and University Circle, based on Columbia Property Trust's ownership interests: 55.0% for all periods presented.
(3)Includes NOI for two unconsolidated properties, Market Square and 1800 M Street, based on Columbia Property Trust's ownership interests: 51.0% for the Market Square and 55.0% for 1800 M Street for all periods presented.
A reconciliation of GAAP net income to NOI is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
|
|
|
Net income attributable to common stockholders
|
$
|
6,290
|
|
|
$
|
3,513
|
|
|
|
|
|
Management fee revenues
|
(8,240)
|
|
|
(1,869)
|
|
|
|
|
|
Depreciation
|
18,330
|
|
|
20,404
|
|
|
|
|
|
Amortization
|
6,721
|
|
|
7,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative – corporate
|
11,782
|
|
|
8,424
|
|
|
|
|
|
Management fee expenses
|
6,945
|
|
|
—
|
|
|
|
|
|
General and administrative – joint ventures
|
—
|
|
|
809
|
|
|
|
|
|
Acquisition costs
|
12,081
|
|
|
—
|
|
|
|
|
|
Net interest expense
|
9,713
|
|
|
12,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
(2,243)
|
|
|
7
|
|
|
|
|
|
Adjustments included in income from unconsolidated joint ventures
|
14,903
|
|
|
15,803
|
|
|
|
|
|
Gain on sale of real estate assets
|
(13,344)
|
|
|
—
|
|
|
|
|
|
Adjustments attributable to noncontrolling interests
|
71
|
|
|
—
|
|
|
|
|
|
NOI
|
$
|
63,009
|
|
|
$
|
66,646
|
|
|
|
|
|
15. Subsequent Event
The response to the COVID-19 pandemic continues to rapidly evolve, and aggressive actions taken to reduce the spread of the disease have seriously disrupted activities in large segments of the economy. Columbia Property Trust is monitoring the COVID-19 outbreak and its impact on the Company's business, tenants, and industry as a whole. While the extent to which COVID-19 impacts the Company's results will depend on future developments, the outbreak and associated economic impacts could result in a material impact to the Company's future financial condition, results of operations, and cash flows. Some effects could include lease modifications, deferral of rental income, and increased operating expenses. See Part II, Item 1A. Risk Factors, for additional information.