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Noncontrolling Interests
9 Months Ended
Sep. 30, 2017
Noncontrolling Interests  
Noncontrolling Interests

11.     Noncontrolling Interests

 

In January 2013, we completed our acquisition of ARCT.  Equity issued as consideration for this transaction included common and preferred partnership units issued by Tau Operating Partnership, L.P., or Tau Operating Partnership, the consolidated subsidiary which owns properties acquired through the ARCT acquisition.  We and our subsidiaries hold a 99.4% interest in Tau Operating Partnership, and consolidate the entity.

 

In June 2013, we completed the acquisition of a portfolio of properties by issuing common partnership units in Realty Income, L.P.  The units were issued as consideration for the acquisition.  At September 30, 2017, the remaining units from this issuance represent a 0.4% ownership in Realty Income, L.P.  We hold the remaining 99.6% interests in this entity and consolidate the entity.

 

Neither of the common partnership units have voting rights. Both common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of one to one, subject to certain exceptions.  Noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate.  We determined that the units meet the requirements to qualify for presentation as permanent equity.

 

In 2016, we completed the acquisition of two properties by acquiring a controlling interest in two separate joint ventures. We are the managing member of each of these joint ventures, and possess the ability to control the business and manage the affairs of these entities. At September 30, 2017, we and our subsidiaries held 95.0% and 74.0% interests, respectively, and fully consolidated these entities in our consolidated financial statements.  The following table represents the change in the carrying value of all noncontrolling interests through September 30, 2017 (dollars in thousands):

 

 

 

Tau Operating

 

Realty Income, L.P.

 

Other
Noncontrolling

 

 

 

 

 

Partnership units(1)

 

units(2)

 

Interests

 

Total

 

Carrying value at December 31, 2016

 

$

13,405

 

$

2,216

 

$

4,628

 

$

20,249

 

Reallocation of equity

 

492

 

(26

)

19

 

485

 

Distributions

 

(602

)

(167

)

(887

)

(1,656

)

Allocation of net income

 

189

 

151

 

80

 

420

 

 

 

 

 

 

 

 

 

 

 

Carrying value at September 30, 2017

 

$

13,484

 

$

2,174

 

3,840

 

$

19,498

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) 317,022 Tau Operating Partnership units were issued on January 22, 2013 and remained outstanding as of September 30, 2017 and December 31, 2016.

(2) 534,546 Realty Income, L.P. units were issued on June 27, 2013, and 88,182 remain outstanding as of December 31, 2016 and September 30, 2017.

 

Both Tau Operating Partnership and Realty Income, L.P. are considered VIEs in which we are deemed the primary beneficiary based on our controlling financial interests. Below is a summary of selected financial data of consolidated VIEs, including the joint ventures acquired during 2016, for which we are the primary beneficiary included in the consolidated balance sheets at September 30, 2017 and December 31, 2016 (in thousands):

 

 

 

September 30, 2017

 

December 31, 2016

 

 

 

 

 

Net real estate

 

$

2,976,562

 

$

3,040,903

 

 

 

 

 

Total assets

 

3,394,991

 

3,499,481

 

 

 

 

 

Total debt

 

210,998

 

251,047

 

 

 

 

 

Total liabilities

 

313,782

 

364,797