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Investment in Real Estate
6 Months Ended
Jun. 30, 2012
Investment in Real Estate [Abstract]  
Investment in Real Estate

3. Investment in Real Estate

Acquisitions

During the six months ended June 30, 2012, we acquired one industrial property comprising approximately 0.4 million square feet of GLA through the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture (see Note 5) and several land parcels.

The gross agreed-upon fair value for the industrial property was $21,819, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, which was subsequently paid off on the date of acquisition and whose carrying value approximated fair market value, in the amount of $12,026 and a cash payment of $8,324 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain of approximately $776 related to the difference between our carrying value and fair value of our equity interest on the acquisition date.

The purchase price of the land parcels was approximately $39,983, excluding costs incurred in conjunction with the acquisition of the land parcels.

During the six months ended June 30, 2011, we acquired one industrial property comprising approximately 0.7 million square feet of GLA in connection with the purchase of the 85% equity interest in one property from the institutional investor in the 2003 Net Lease Joint Venture.

 

The gross agreed-upon fair value for the industrial property was $30,625, excluding costs incurred in conjunction with the acquisition of the industrial property. The acquisition was funded through the assumption of a mortgage loan, whose carrying value approximated fair market value, in the amount of $24,417 and a cash payment of $5,277 (85% of the net fair value of the acquisition). We accounted for this transaction as a step acquisition utilizing the purchase method of accounting. Due to the change in control that occurred, we recorded a gain of approximately $689 related to the difference between our carrying value and fair value of our equity interest on the acquisition date.

Intangible Assets (Liabilities) Subject to Amortization in the Period of Acquisition

The fair value at the date of acquisition of in-place leases, tenant relationships, above market leases and below market leases recorded due to the real estate property acquired during the six months ended June 30, 2012 and 2011, which is recorded as deferred leasing intangibles, is as follows:

 

                 
    Six Months Ended
June 30,
2012
    Six Months Ended
June 30,
2011
 

In-Place Leases

  $ 1,750     $ 2,511  

Tenant Relationships

  $ 1,012     $ 1,553  

Above Market Leases

  $ —       $ 2,883  

Below Market Leases

  $ (102   $ —    

The weighted average life in months of in-place leases, tenant relationships, above market leases and below market leases recorded at the time of acquisition as a result of the real estate property acquired during the six months ended June 30, 2012 and 2011 is as follows:

 

                 
    Six Months Ended
June 30,
2012
    Six Months Ended
June 30,
2011
 

In-Place Leases

    118       56  

Tenant Relationships

    178       116  

Above Market Leases

    N/A       56  

Below Market Leases

    118       N/A  

Sales and Discontinued Operations

During the six months ended June 30, 2012, we sold six industrial properties comprising approximately 0.8 million square feet of GLA. Gross proceeds from the sales of the six industrial properties were approximately $22,677. The gain on sale of real estate was approximately $7,614, all of which is shown in discontinued operations. The six sold industrial properties meet the criteria to be included in discontinued operations. Therefore the results of operations and gain on sale of real estate for the six industrial properties sold are included in discontinued operations.

At June 30, 2012, we had 15 industrial properties comprising approximately 3.1 million square feet of GLA and one land parcel held for sale. The results of operations of the 15 industrial properties held for sale at June 30, 2012 are included in discontinued operations. There can be no assurance that such industrial properties or land parcel held for sale will be sold.

Income from discontinued operations for the six months ended June 30, 2011 reflects the results of operations of the six industrial properties that were sold during the six months ended June 30, 2012, the results of operations of 34 industrial properties that were sold during the year ended December 31, 2011, the results of operations of the 15 industrial properties identified as held for sale at June 30, 2012 and the gain on sale of real estate relating to 16 industrial properties that were sold during the six months ended June 30, 2011.

The following table discloses certain information regarding the industrial properties included in discontinued operations for the three and six months ended June 30, 2012 and 2011:

 

                                 
    Three Months
Ended
June 30,
2012
    Three Months
Ended
June 30,
2011
    Six Months
Ended
June 30,
2012
    Six Months
Ended
June 30,
2011
 

Total Revenues

  $ 1,888     $ 3,855     $ 4,213     $ 8,821  

Property Expenses

    (722     (1,507     (1,687     (3,644

Impairment of Real Estate

    —         (564     (1,094     (3,057

Depreciation and Amortization

    (172     (555     (446     (1,640

 

                                 
    Three Months
Ended
June 30,
2012
    Three Months
Ended
June 30,
2011
    Six Months
Ended
June 30,
2012
    Six Months
Ended
June 30,
2011
 

Interest Expense

    —         —         —         (63

Gain on Sale of Real Estate

    1,415       3,537       7,614       6,279  

Provision for Income Taxes

    —         (1,532 )     —         (2,039 )
   

 

 

   

 

 

   

 

 

   

 

 

 

Income from Discontinued Operations

  $ 2,409     $ 3,234     $ 8,600     $ 4,657  
   

 

 

   

 

 

   

 

 

   

 

 

 

At June 30, 2012 and December 31, 2011, we had notes receivable outstanding of approximately $47,228 and $55,502, net of a discount of $287 and $319, respectively, which are included as a component of Prepaid Expenses and Other Assets, Net. At June 30, 2012 and December 31, 2011, the fair value of the notes receivable was $52,024 and $58,734, respectively. The fair value of our notes receivable was determined by discounting the future cash flows using current rates at which similar loans with similar remaining maturities would be made to other borrowers. The current market rates we utilized were internally estimated; therefore, we have concluded that our determination of fair value of our notes receivable was primarily based upon Level 3 inputs, as discussed below.

Impairment Charges

Fifteen industrial properties comprising approximately 3.1 million square feet of GLA and one land parcel comprising approximately 55.9 acres were classified as held for sale as of June 30, 2012. The net impairment charges for assets that qualify to be classified as held for sale at June 30, 2012 were calculated as the difference of the carrying value of the properties and land parcel over the fair value less costs to sell. On the date an asset no longer qualifies to be classified as held for sale, the carrying value must be reestablished at the lower of the estimated fair market value of the asset or the carrying value of the asset prior to held for sale classification, adjusted for any depreciation and amortization that would have been recorded if the asset had not been classified as held for sale. Catch-up depreciation and amortization has been recorded during the three and six months ended June 30, 2012, if applicable, for certain assets that are no longer classified as held for sale. The net impairment charges recorded during the six months ended June 30, 2012 are due to updated fair market values for certain industrial properties whose estimated fair market values have changed since December 31, 2011 and are either classified as held for sale at June 30, 2012 or were classified as held for sale at December 31, 2011, but no longer qualify to be classified as held for sale at June 30, 2012.

During the three and six months ended June 30, 2012 and 2011, we recorded the following net non-cash impairment charges:

 

                                 
    Three Months
Ended
June 30,
2012
    Three Months
Ended
June 30,
2011
    Six Months
Ended
June 30,
2012
    Six Months
Ended
June 30,
2011
 

Operating Properties — Held for Sale and Sold Assets

  $ —       $ 564     $ 1,094     $ 3,057  
   

 

 

   

 

 

   

 

 

   

 

 

 

Impairment — Discontinued Operations

  $ —       $ 564     $ 1,094     $ 3,057  
   

 

 

   

 

 

   

 

 

   

 

 

 

Land Parcels — Held for Sale and Sold Assets

  $ —       $ (5,879   $ —       $ (5,879

Operating Properties — Held for Use

    —         544       7       (1,120
   

 

 

   

 

 

   

 

 

   

 

 

 

Impairment — Continuing Operations

  $ —       $ (5,335   $ 7     $ (6,999
   

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Impairment

  $ —       $ (4,771   $ 1,101     $ (3,942
   

 

 

   

 

 

   

 

 

   

 

 

 

The guidance for the fair value measurement provisions for the impairment of long lived assets recorded at fair value establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The fair market values were determined using widely accepted valuation techniques including discounted cash flow analyses using expected cash flows, internal valuations of real estate and third party offers.

For operational real estate assets, the most significant assumptions used in the discounted cash flow analyses included the discount rate, projected occupancy levels, market rental rates, capital expenditures and the terminal capitalization rate. For the valuation of land parcels, we reviewed recent comparable sales transactions, to the extent available, or if not available, we considered older comparable transactions, adjusted upward or downward to reflect management’s assumptions about current market conditions. In all cases, members of our management team that were responsible for the individual markets where the land parcels were located determined the internal valuations. Valuations based on third party offers include bona fide contract prices and letter of intent amounts that we believe are indicative of fair value.

 

The following tables present information about our assets that were measured at fair value on a non-recurring basis during the six months ended June 30, 2012 and 2011. The tables indicate the fair value hierarchy of the valuation techniques we utilized to determine fair value.

 

                                         
          Fair Value Measurements on a Non-
Recurring Basis  Using:
       

Description

  Six Months
Ended
June 30,
2012
    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Unobservable
Inputs
(Level 3)
    Total
Impairment
 

Long-lived Assets Held for Sale*

  $ 24,069       —         —       $ 24,069     $ (1,194

 

                                         
          Fair Value Measurements on a Non-
Recurring Basis  Using:
       

Description

  Six Months
Ended
June 30,
2011
    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Unobservable
Inputs
(Level 3)
    Total
Impairment
 

Long-lived Assets Held for Sale**

  $ 31,405       —         —       $ 31,405     $ (3,903

Long-lived Assets Held and Used**

  $ 80,983       —         —       $ 80,983       (2,498
                                   

 

 

 
                                    $ (6,401
                                   

 

 

 

 

* Excludes industrial properties for which an impairment reversal of $93 was recorded during the six months ended June 30, 2012, since the related assets are recorded at carrying value, which is lower than estimated fair value at June 30, 2012.
** Excludes industrial properties and land parcels for which an impairment reversal of $10,343 was recorded during the six months ended June 30, 2011, since the related assets are recorded at carrying value, which is lower than estimated fair value at June 30, 2011.

The following table presents quantitative information about the Level 3 fair value measurements at June 30, 2012.

 

                                 

Quantitative Information about Level 3 Fair Value Measurements:

 

Description

  Fair Value at
June 30, 2012
    Valuation
Technique
    Unobservable
Inputs
    Range  

Five Industrial Properties comprising approximately 1.8 million square feet of GLA

  $ 24,069       3rd Party Pricing       (A     N/A  

 

(A) The fair value for the properties is based upon the value of a third party purchase contract, which is subject to our corroboration for reasonableness.