XML 23 R11.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Note 2 - Operating Property Activities | 9 Months Ended
--- | ---
Sep. 30, 2017
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 2. Operating Property Activities Acquisitions of Operating Real Estate - During the nine months ended September 30, 2017, the Company acquired the following operating properties, in separate transactions, through direct asset purchases or consolidation due to change in control resulting from the purchase of additional interests or obtaining control through the modification of a joint venture investment:
|  |  |  | Purchase Price (in thousands) |
Property Name | Location | Month Acquired / Consolidated |  | Cash * |  |  | Debt |  |  | Other Consideration * * |  |  | Total |  |  | GLA* * * |
Plantation Commons | Plantation, FL (1)(3) | Jan-17 |  | $ | - |  |  | $ | - |  |  | $ | 12,300 |  |  | $ | 12,300 |  |  |  | 60 |
Gordon Plaza | Woodbridge, VA (1)(3) | Jan-17 |  |  | - |  |  |  | - |  |  |  | 3,100 |  |  |  | 3,100 |  |  |  | 184 |
Plaza del Prado | Glenview, IL | Jan-17 |  |  | 39,063 |  |  |  | - |  |  |  | - |  |  |  | 39,063 |  |  |  | 142 |
Columbia Crossing Parcel | Columbia Crossing, MD | Jan-17 |  |  | 5,100 |  |  |  | - |  |  |  | - |  |  |  | 5,100 |  |  |  | 25 |
The District at Tustin Legacy | Tustin, CA (2)(3) | Apr-17 |  |  | - |  |  |  | 206,000 |  |  |  | 98,698 |  |  |  | 304,698 |  |  |  | 688 |
Jantzen Beach Center | Portland, OR | Jul-17 |  |  | 131,927 |  |  |  | - |  |  |  | - |  |  |  | 131,927 |  |  |  | 722 |
Del Monte Plaza Parcel | Re no, NV | Jul-17 |  |  | 24,152 |  |  |  | - |  |  |  | - |  |  |  | 24,152 |  |  |  | 83 |
Gateway Station Phase II | Burleson, TX | Aug-17 |  |  | 15,355 |  |  |  | - |  |  |  | - |  |  |  | 15,355 |  |  |  | 79 |
Jantzen Beach Center Parcel | Portland, OR | Sep-17 |  |  | 6,279 |  |  |  | - |  |  |  | - |  |  |  | 6,279 |  |  |  | 25 |
Webster Square Outparcel | Nashua, NH | Sep-17 |  |  | 4,985 |  |  |  | - |  |  |  | - |  |  |  | 4,985 |  |  |  | 22 |
|  |  |  | $ | 226,861 |  |  | $ | 206,000 |  |  | $ | 114,098 |  |  | $ | 546,959 |  |  |  | 2,030 |
* The Company utilized an aggregate $115.9 million associated with Internal Revenue Code §1031 sales proceeds. * * Includes the Company’s previously held equity interest investment. * ** Gross leasable area ("GLA")
( 1 ) | The Company acquired from its partners , their ownership interest in properties that were held in joint ventures in which the Company had noncontrolling interests. The Company now has a controlling interest in these properties and has deemed these entities to be VIEs for which the Company is the primary beneficiary and now consolidates these assets.
( 2 ) | Effective April 1, 2017, the Company and its partner amended its joint venture agreement relating to the Company ’s investment in this property. As a result of this amendment, the Company now controls the entity and consolidates the property. This entity is deemed to be a VIE for which the Company is the primary beneficiary.
( 3 ) | The Company evaluated these transactions pursuant to the FASB ’s Consolidation guidance and as a result, recognized gains on change in control of interests resulting from the fair value adjustments associated with the Company’s previously held equity interests, which are included in the purchase price above in Other Consideration. The Company’s current ownership interests and gains on change in control of interests recognized as a result of these transactions are as follows (in thousands):
Property Name |  | Current Ownership Interest |  |  | Gain on change in control of interests |
Plantation Commons |  |  | 76.25% |  |  | $ | 9,793 |
Gordon Plaza |  |  | 40.62% |  |  |  | 395 |
The District at Tustin Legacy |  | (a) |  |  |  | 60,972 |
|  |  |  |  |  | $ | 71,160 |
| (a) | The Company ’s share of this investment is subject to change as a result of a waterfall computation which is dependent upon property cash flows ( 54.27% as of date of consolidation).
Included in the Company ’s Condensed Consolidated Statements of Operations are $17.8 million and $12.1 million in revenues from rental properties from the date of acquisition through September 30, 2017 and 2016, respectively, for operating properties acquired during each of the respective years. The Company adopted ASU 2017 - 01 effective January 1, 2017 and applied the guidance to its operating property acquisitions during the nine months ended September 30, 2017. The purchase price for these acquisitions is allocated to real estate and related intangible assets acquired and liabilities assumed, as applicable, in accordance with our accounting policies for asset acquisitions. The purchase price allocations for properties acquired/consolidated during the nine months ended September 30, 2017, are as follows (in thousands):
Land |  | $ | 190,226 |
Buildings |  |  | 293,355 |
Above-market leases |  |  | 11,992 |
Below-market leases |  |  | (30,246 | )
In-place leases |  |  | 42,412 |
Building improvements |  |  | 30,917 |
Tenant improvements |  |  | 12,737 |
Mortgage fair value adjustment |  |  | (6,222 | )
Other assets |  |  | 5,090 |
Other liabilities |  |  | (3,302 | )
Net assets acquired |  | $ | 546,959 |
As of September 30, 2017, the allocation adjustments and revised allocations for properties accounted for as business combinations during the year ended December 31, 2016, are as follows (in thousands):
|  | Allocation as of December 31, 2016 |  |  | Allocation Adjustments |  |  | Revised Allocation as of September 30, 2017 |
Land |  | $ | 179,150 |  |  | $ | (5,150 | ) |  | $ | 174,000 |
Buildings |  |  | 309,493 |  |  |  | (30,696 | ) |  |  | 278,797 |
Above-market leases |  |  | 11,982 |  |  |  | 885 |  |  |  | 12,867 |
Below-market leases |  |  | (31,903 | ) |  |  | (4,716 | ) |  |  | (36,619 | )
In-place leases |  |  | 44,094 |  |  |  | (1,063 | ) |  |  | 43,031 |
Building improvements |  |  | 124,105 |  |  |  | 41,895 |  |  |  | 166,000 |
Tenant improvements |  |  | 12,788 |  |  |  | (1,155 | ) |  |  | 11,633 |
Mortgage fair value adjustment |  |  | (4,292 | ) |  |  | - |  |  |  | (4,292 | )
Other assets |  |  | 234 |  |  |  | - |  |  |  | 234 |
Other liabilities |  |  | (27 | ) |  |  | - |  |  |  | (27 | )
Net assets acquired |  | $ | 645,624 |  |  | $ | - |  |  | $ | 645,624 |
Dispositions and Assets Held for Sale – During the nine months ended September 30, 2017, the Company disposed of 15 consolidated operating properties and eight parcels, in separate transactions, for an aggregate sales price of $230.2 million. These transactions resulted in (i) an aggregate gain of $62.1 million and (ii) aggregate impairment charges of $13.0 million. At September 30, 2017, the Company had one property classified as held-for-sale at a carrying amount of $14.9 million, net of accumulated depreciation of $2.9 million, which is included in Other assets on the Company’s Condensed Consolidated Balance Sheets. The Company’s determination of the fair value of the property was based upon an executed contract of sale with a third party. Impairments – During the nine months ended September 30, 2017, the Company recognized aggregate impairment charges of $34.3 million. These impairment charges consist of (i) $13.0 million related to the sale of certain operating properties, as discussed above, (ii) $5.1 million related to adjustments to property carrying values for properties which the Company has marketed for sale as part of its active capital recycling program and as such has adjusted the anticipated hold periods for such properties and (iii) $16.2 million related to a property for which the Company has re-evaluated its long-term plan for the property due to unfavorable local market conditions. The Company’s estimated fair values of these properties were primarily based upon estimated sales prices from (i) signed contracts or letters of intent from third party offers or (ii) a discounted cash flow model. See Footnote 11 for fair value disclosure. Hurricane Impact – The impact of Hurricanes Harvey, which hit Texas on August 25, 2017, and Irma, which hit Florida on September 10, 2017, resulted in minimal damage to the Company ’s properties located in Texas and Florida. With respect to Hurricane Maria, which hit the island of Puerto Rico on September 20, 2017, the Company is currently assessing damages at its seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA. Two of the se operating properties, located in the southern region of the island were less impacted and most tenants have resumed operations, while the remaining five operating properties in the northern region sustained varying amounts of damage. Initial repairs are in progress, however, a final assessment and recovery plan will require additional time. The Company maintains a comprehensive property insurance policy on these properties with total coverage of up to $62.0 million, as well as business interruption insurance with coverage up to $39.3 million in the aggregate, subject to a collective deductible of $1.2 million. The Company anticipates that all damages and any loss of operations sustained will be covered under these existing policies. As further detailed information becomes available, the Company expects to recognize a charge, which it believes will not have a material effect on the Company’s financial position and/or results of operations. This charge will result from the write-down of the undepreciated portion of the property that has been permanently damaged, which would be less than the replacement costs and offset by insurance proceeds received by the Company.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration