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Note 3 - Property Acquisitions, Developments and Other Investments
12 Months Ended
Dec. 31, 2013
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

3.   Property Acquisitions, Developments and Other Investments:


Operating property acquisitions, ground-up development costs and other investments have been funded principally through the application of proceeds from the Company's public equity and unsecured debt issuances, proceeds from mortgage financings, proceeds from the disposition of properties and availability under the Company’s revolving lines of credit.


Acquisition of Operating Properties –


During the year ended December 31, 2013, the Company acquired the following properties, in separate transactions (in thousands):


       

Purchase Price

 

Property Name

Location

Month

Acquired

 

Cash

   

Debt Assumed

   

Other

   

Total

   

GLA*

 
                                   

Santee Trolley Square (1)

Santee, CA

Jan-13

  $ 26,863     $ 48,456     $ 22,681     $ 98,000       311  

Shops at Kildeer (2)

Kildeer, IL

Jan-13

    -       32,724       -       32,724       168  

Village Commons S.C.

Tallahassee, FL

Jan-13

    7,100       -       -       7,100       125  

Putty Hill Plaza (3)

Baltimore, MD

Jan-13

    4,592       9,115       489       14,196       91  

Columbia Crossing II S.C.

Columbia, MD

Jan-13

    21,800       -       -       21,800       101  

Roseville Plaza Outparcel

Roseville, MN

Jan-13

    5,143       -       -       5,143       80  

Wilton River Park (4)

Wilton, CT

Mar-13

    777       36,000       5,223       42,000       187  

Canyon Square (5)

Santa Clarita, CA

Apr-13

    1,950       13,800       -       15,750       97  

JTS Portfolio (7 properties) (6)

Baton Rouge, LA

Apr-13

    -       43,267       11,733       55,000       520  

Factoria Mall (7)

Bellevue, WA

May-13

    37,283       56,000       37,467       130,750       510  

6 Outparcels

Various

Jun-13

    13,053       -       -       13,053       97  

Highlands Ranch II

Highlands Ranch, CO

July-13

    14,600       -       -       14,600       44  

Elmsford

Elmsford, NY

Aug-13

    23,000       -       -       23,000       143  

Northridge

Arvada, CO

Oct-13

    8,239       11,511       -       19,750       146  

Five Forks Crossing

Liburn, GA

Oct-13

    9,825       -       -       9,825       74  

Greenwood S.C. Outparcel

Greenwood, IN

Oct-13

    4,067       -       -       4,067       30  

Clark Portfolio (4 properties)

Clark, NJ

Nov-13

    35,553       -       -       35,553       189  

Winn Dixie Portfolio (6 properties)

Louisiana & Florida

Dec-13

    43,506       -       -       43,506       392  

Tomball S.C.

Houston, TX

Dec-13

    35,327       -       -       35,327       149  

Atascocita S.C.

Humble, TX

Dec-13

    38,250       28,250       -       66,500       317  

Lawrenceville

Lawrenceville, GA

Dec-13

    36,824       -       -       36,824       286  
        $ 367,752     $ 279,123     $ 77,593     $ 724,468       4,057  

* Gross leasable area ("GLA")


(1)   This property was acquired from a joint venture in which the Company had a 45% noncontrolling interest.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $22.7 million, before income tax, from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

(2)   This property was acquired from a joint venture in which the Company had a 19% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(3)   The Company acquired the remaining 80% interest in an operating property from an unconsolidated joint venture in which the Company had a 20% noncontrolling interest.  The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.5 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other.

(4)   The acquisition of this property included the issuance of $5.2 million of redeemable units, which are redeemable at the option of the holder after one year and earn a yield of 6% per annum, which is included in the purchase price above in Other. In connection with this transaction, the Company provided the sellers a $5.2 million loan at a rate of 6.5%, which is secured by the redeemable units.

(5)   This property was acquired from a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(6)   The Company acquired the remaining interest in a portfolio of office properties from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a change in control loss of $9.6 million from the fair value adjustment associated with the Company’s original ownership, which is reflected in the purchase price above in Other. The debt assumed in connection with this transaction of $43.3 million was repaid in April 2013 and the properties within the portfolio were later sold during October and November 2013.

(7)   The Company acquired an additional 49% interest in this operating property from an unconsolidated joint venture in which the Company had a 50% noncontrolling interest. As such the Company now consolidates this investment. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $8.2 million from the fair value adjustment associated with the Company’s original ownership due to a change in control, which is reflected in the purchase price above in Other. 


During the year ended December 31, 2012, the Company acquired the following properties, in separate transactions (in thousands):


       

Purchase Price

         

Property Name

Location

Month Acquired

 

Cash

   

Debt Assumed

   

Total

   

GLA*

 

Woodbridge S.C.

Sugarland, TX

Jan-12

  $ 9,000     $ -     $ 9,000       97  

Bell Camino Center

Sun City, AZ

Jan-12

    4,185       4,210       8,395       63  

31 parcels (2)

Various

Jan-12

    30,753       -       30,753       83  

1 parcel (3)

Duncan, SC

Jan-12

    1,048       -       1,048       3  

Olympia West Outparcel

Olympia, WA

Feb-12

    1,200       -       1,200       6  

Frontier Village (1)

Lake Stevens, WA

Mar-12

    12,231       30,900       43,131       195  

Silverdale S.C. (1)

Silverdale, WA

Mar-12

    8,335       24,000       32,335       170  

30 parcels (2)

Various

Mar-12

    39,493       -       39,493       107  

1 parcel (3)

Peru, IL

Mar-12

    995       -       995       4  

Towson Place (4)

Towson, MD

Apr-12

    69,375       57,625       127,000       680  

Prien Lake Outparcel

Lake Charles, LA

May-12

    1,800       -       1,800       8  

Devon Village

Devon, PA

Jun-12

    28,550       -       28,550       79  

4 Properties

Various, NC

Jun-12

    63,750       -       63,750       368  

Lake Jackson (5)

Lake Jackson, TX

Jul-12

    5,500       -       5,500       35  

Woodlawn S.C.

Charlotte, NC

Jul-12

    7,050       -       7,050       137  

Columbia Crossing - 2 Outparcels

Columbia, MD

Jul-12

    11,060       -       11,060       69  

Pompano Beach (6)

Pompano Beach, FL

Jul-12

    12,180       -       12,180       81  

6 Parcels (2)

Various

Jul-12

    8,111       -       8,111       19  

Wilton S.C.

Wilton, CT

Aug-12

    18,800       20,900       39,700       96  

Hawthorne Hills S. C.

Vernon Hills, IL

Aug-12

    15,974       21,563       37,537       193  

Greeley Shopping Center (7)

Greeley, CO

Oct-12

    23,250       -       23,250       139  

Savi Ranch Center Phase II

Yorba Linda, CA

Oct-12

    34,500       -       34,500       161  

Wild Lake Plaza Outparcel

Columbia, MD

Nov-12

    300       -       300       75  

City Heights Retail Village

San Francisco, CA

Nov-12

    15,600       20,000       35,600       109  

Snowden Square (8)

Columbia, MD

Dec-12

    6,182       -       6,182       50  

“Key Food” Portfolio (5 properties)

Various, NY

Dec-12

    26,058       -       26,058       59  
   

Total

  $ 455,280     $ 179,198     $ 634,478       3,086  

* Gross leasable area ("GLA")


 

(1)   These properties were acquired from a joint venture in which the Company has a 15% noncontrolling interest.  The Company evaluated these transactions pursuant to the FASB’s Consolidation guidance and as such recognized an aggregate gain of $2.0 million from the fair value adjustment associated with its original ownership due to a change in control.

 

(2)   Acquired an aggregate of 67 parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 99.1% controlling interest. During July 2012, the Company purchased the remaining 0.9% interest for $0.7 million.

 

(3)   Acquired an aggregate of two parcels net leased to restaurants through a consolidated joint venture, in which the Company has a 92.0% controlling interest. During July 2012, the Company sold 4% of its interest for $0.1 million. The Company continues to have a controlling interest in the joint venture and therefore continues to consolidate this investment.

 

(4)   This property was acquired from a joint venture in which the Company had a 30% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $12.1 million from the fair value adjustment associated with its original ownership due to a change in control. In addition, the Company recognized promote income of $1.1 million in connection with this transaction. The promote income is included in Equity in income of joint ventures, net on the Company’s Consolidated Statements of Income. Additionally, the debt assumed in connection with this transaction of $57.6 million was repaid in May 2012.

(5)   The Company acquired this property from a preferred equity investment in which the Company held a noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(6)   This property was acquired from a joint venture in which the Company had a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance. This transaction resulted in a change in control with no gain or loss recognized.

(7)   This property was acquired from a joint venture in which the Company has an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $0.4 million from the fair value adjustment associated with its original ownership due to a change in control.

(8)   This property was acquired from a joint venture in which the Company has a 50% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $1.0 million from the fair value adjustment associated with its original ownership due to a change in control.


      The aggregate purchase price of the above 2013 and 2012 property acquisitions have been allocated as follows (in thousands):


   

2013

   

2012

 

Land

  $ 198,263     $ 196,219  

Buildings

    368,478       319,955  

Below Market Rents

    (25,298 )     (40,375 )

Above Market Rents

    15,758       14,977  

In-Place Leases

    35,262       31,248  

Building Improvements

    115,110       99,092  

Tenant Improvements

    22,196       19,327  

Mortgage Fair Value Adjustment

    (5,794 )     (5,965 )

Other Assets

    894       -  

Other Liabilities

    (401 )     -  
    $ 724,468     $ 634,478  

Additionally, during the years ended December 31, 2013 and 2012, the Company acquired the remaining interest in four and six previously consolidated joint ventures for $9.4 million and $12.0 million, respectively. The Company continues to consolidate these entities as there was no change in control from these transactions. The purchase of the remaining interests resulted in an aggregate decrease in noncontrolling interest of $0.4 million and $10.4 million for the years ended December 31, 2013 and 2012, respectively and an aggregate decrease of $8.2 million and $0.3 million, after income taxes, to the Company’s Paid-in capital, during 2013 and 2012, respectively.


Ground-Up Development -


The Company is engaged in ground-up development projects, which will be held as long-term investments by the Company. As of December 31, 2013, the Company had in progress a total of three ground-up development projects, consisting of two located in the U.S. and one located in Peru.


       FNC Realty Corporation –


During 2012, the Company acquired an additional 13.62% interest in FNC Realty Corporation (“FNC”) for $15.3 million, which increased the Company’s total ownership interest to 82.7%. During 2013, the Company acquired the remaining ownership interest in FNC of 17.3% for $20.3 million. As a result of this transaction the Company now owns 100% of FNC. The Company had previously and continues to consolidate FNC. Since there was no change in control from these transactions, the purchase of the additional interests resulted in a decrease in noncontrolling interest during 2013 and 2012 of $19.7 million and $15.4 million, respectively, and a decrease of $0.7 million during 2013 and an increase of $0.1 million during 2012 to the Company’s Paid-in capital.