XML 31 R12.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Note 3 - Property Acquisitions, Developments and Other Investments | 12 Months Ended
--- | ---
Dec. 31, 2017
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
3. | Property Acquisitions, Developments and Other Investments :
Acquisition/Consolidation of Operating Properties During the year ended December 31, 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 |  | Reno, 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 |
Whittwood Town Center |  | Whittier, CA |  | Oct-17 |  |  | 80,397 |  |  |  | 43,000 |  |  |  | - |  |  |  | 123,397 |  |  |  | 783 |
123 Coulter Avenue Parcel |  | Ardmore, PA |  | Oct-17 |  |  | 4,808 |  |  |  | - |  |  |  | - |  |  |  | 4,808 |  |  |  | 1 |
Fulton Marketplace Parcel |  | Santa Rosa, CA |  | Nov-17 |  |  | 13,162 |  |  |  | - |  |  |  | - |  |  |  | 13,162 |  |  |  | 61 |
|  |  |  |  |  | $ | 325,228 |  |  | $ | 249,000 |  |  | $ | 114,098 |  |  | $ | 688,326 |  |  |  | 2,875 |
* The Company utilized an aggregate $162.4 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 |  | Previous 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 and is based upon a cash flow waterfall provision within the partnership agreement ( 54.27% as of date of consolidation).
During the year ended December 31, 201 6, the Company acquired the following operating properties, in separate transactions:
|  |  |  |  |  | Purchase Price (in thousands) |
Property Name |  | Location |  | Month Acquired |  | Cash* |  |  | Debt |  |  | Other Consideration ** |  |  | Total |  |  | GLA |
Jericho Atrium |  | Jericho, NY |  | Apr-16 |  | $ | 29,750 |  |  | $ | - |  |  | $ | - |  |  | $ | 29,750 |  |  |  | 147 |
Oakwood Plaza |  | Hollywood, FL (1) |  | Apr-16 |  |  | 53,412 |  |  |  | 100,000 |  |  |  | 61,588 |  |  |  | 215,000 |  |  |  | 899 |
Webster Square North |  | Nashua, NH |  | Jul-16 |  |  | 8,200 |  |  |  | - |  |  |  | - |  |  |  | 8,200 |  |  |  | 21 |
Gateway Plaza |  | Mill Creek, WA (1) |  | Jul-16 |  |  | 493 |  |  |  | 17,500 |  |  |  | - |  |  |  | 17,993 |  |  |  | 97 |
Kentlands Market Square |  | Gaithersburg, MD |  | Aug-16 |  |  | 61,826 |  |  |  | 33,174 |  |  |  | - |  |  |  | 95,000 |  |  |  | 221 |
GEPT Portfolio (4 properties) |  | Various (1) |  | Sep-16 |  |  | 79,974 |  |  |  | 76,989 |  |  |  | 10,882 |  |  |  | 167,845 |  |  |  | 681 |
Coulter Avenue (2 parcels) |  | Ardmore, PA |  | Various |  |  | 6,750 |  |  |  | - |  |  |  | - |  |  |  | 6,750 |  |  |  | 20 |
KimPru Portfolio (2 properties) |  | Various (1) |  | Oct-16 |  |  | 15,505 |  |  |  | 35,700 |  |  |  | 3,218 |  |  |  | 54,423 |  |  |  | 234 |
Hamden Mart |  | Hamden, CT (1) |  | Nov-16 |  |  | - |  |  |  | 21,369 |  |  |  | 29,294 |  |  |  | 50,663 |  |  |  | 345 |
|  |  |  |  |  | $ | 255,910 |  |  | $ | 284,732 |  |  | $ | 104,982 |  |  | $ | 645,624 |  |  |  | 2,665 |
* The Company utilized an aggregate $66.0 million associated with Internal Revenue Code §1031 sales proceeds. ** Includes the Company ’s previously held equity interest investment.
( 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 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 previous ownership interests and gains on change in control of interests recognized as a result of these transactions are as follows (in thousands):
Property Name |  | Previous Ownership Interest |  |  | Gain on change in control of interests |
Oakwood Plaza |  |  | 55.0 | % |  | $ | 46,512 |
Gateway Plaza |  |  | 15.0 | % |  |  | - |
GEPT Portfolio (4 properties) |  |  | 15.0 | % |  |  | 6,583 |
KimPru Portfolio (2 properties) |  |  | 15.0 | % |  |  | 832 |
Hamden Mart |  |  | 47.95 | % |  |  | 3,459 |
|  |  |  |  |  | $ | 57,386 |
Included in the Company ’s Consolidated Statements of Income are $31.0 million, $23.8 million and $112.2 million in revenues from rental properties from the date of acquisition through December 31, 2017, 2016 and 2015, respectively, for operating properties acquired during each of the respective years. Purchase Price Allocations The Company adopted ASU 2017 - 01 effective January 1, 2017 and applied the guidance to its operating property acquisitions during the year ended December 31, 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 year ended December 31, 2017, are as follows (in thousands):
|  | Allocation as of December 31, 2017 |  |  | Weighted-Average Amortization Period (in Years) |
Land |  | $ | 255,715 |  |  |  | n/a |
Buildings |  |  | 379,148 |  |  |  | 50.0 |
Building improvements |  |  | 46,613 |  |  |  | 41.5 |
Tenant improvements |  |  | 14,520 |  |  |  | 7.2 |
In-place leases |  |  | 56,200 |  |  |  | 7.2 |
Above-market leases |  |  | 12,197 |  |  |  | 7.8 |
Below-market leases |  |  | (77,027 | ) |  |  | 29.5 |
Mortgage fair value adjustment |  |  | (8,521 | ) |  |  | 1.3 |
Tax increment financing (TIF) contracts |  |  | 8,342 |  |  |  | 19.0 |
Other assets |  |  | 5,090 |  |  |  | n/a |
Other liabilities |  |  | (3,951 | ) |  |  | n/a |
Net assets acquired/consolidated |  | $ | 688,326 |  |  |  |  |
As of December 31, 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 December 31, 2017 |  |  | Weighted-Average Amortization Period (in Years) |
Land |  | $ | 179,150 |  |  | $ | (5,150 | ) |  | $ | 174,000 |  |  |  | n/a |
Buildings |  |  | 309,493 |  |  |  | (30,696 | ) |  |  | 278,797 |  |  |  | 50.0 |
Building improvements |  |  | 124,105 |  |  |  | 41,895 |  |  |  | 166,000 |  |  |  | 45.0 |
Tenant improvements |  |  | 12,788 |  |  |  | (1,155 | ) |  |  | 11,633 |  |  |  | 7.1 |
In-place leases |  |  | 44,094 |  |  |  | (1,063 | ) |  |  | 43,031 |  |  |  | 6.4 |
Above-market leases |  |  | 11,982 |  |  |  | 885 |  |  |  | 12,867 |  |  |  | 8.1 |
Below-market leases |  |  | (31,903 | ) |  |  | (4,716 | ) |  |  | (36,619 | ) |  |  | 19.1 |
Mortgage fair value adjustment |  |  | (4,292 | ) |  |  | - |  |  |  | (4,292 | ) |  |  | 4.1 |
Other assets |  |  | 234 |  |  |  | - |  |  |  | 234 |  |  |  | n/a |
Other liabilities |  |  | (27 | ) |  |  | - |  |  |  | (27 | ) |  |  | n/a |
Net assets acquired |  | $ | 645,624 |  |  | $ | - |  |  | $ | 645,624 |  |  |  |  |
Hurricane Impact The impact of Hurricanes Harvey, which struck Texas on August 25, 2017, and Irma, which struck Florida on September 10, 2017, resulted in minimal damage to the Company ’s properties located in Texas and Florida, with the majority of the impact related to debris removal. On September 20, 2017, Hurricane Maria struck Puerto Rico as a Category 4 hurricane which resulted in widespread damage, flooding, and power outages. The Company has interests in seven operating properties located throughout Puerto Rico, aggregating 2.2 million square feet of GLA, which were variously impacted by the hurricane. 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. As of December 31, 2017, the Company ’s assessment of the damages sustained to its properties from Hurricane Maria resulted in a write-off to depreciation expense of $16.0 million, representing the estimated net book value of damaged assets. The Company also recorded a corresponding receivable and credit to depreciation expense of $16.0 million for estimated property insurance recoveries related to the write-off. As such, there was no impact to net income during 2017 resulting from these adjustments. The Company expects to collect property insurance proceeds (net of deductible) equal to the replacement cost of its damaged property, currently estimated to be approximately $26.0 million. As of December 31, 2017, the Company received property insurance proceeds of $4.0 million and has a remaining receivable balance of $12.0 million which is included in Other assets on the Company’s Consolidated Balance Sheets. The Company ’s business interruption insurance covers lost revenues as a result of the hurricane for a period of up one year. After the expiration of one year following the loss, the policy has 365 days of extended period of indemnity which provides business interruption coverage in the event the properties have not fully recovered from the storm. For the year ended December 31, 2017, the Company had a reduction in revenues from rental properties of $3.4 million related to lost tenant revenue and rent abatements resulting from the impact of Hurricane Maria. During December 2017, the Company received $1.6 million from its insurance provider for business interruption claims. The Company is still in the process of assessing current and future business interruption insurance losses and will submit insurance claims for its estimated losses under its business interruption insurance policy.

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