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Note 3 - Property Acquisitions, Developments and Other Investments
12 Months Ended
Dec. 31, 2014
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 line of credit.


Acquisition of Operating Properties –


During the year ended December 31, 2014, the Company acquired the following properties, in separate transactions (in thousands):


       

Purchase Price

 

Property Name

Location

Month

Acquired

 

Cash*

   

Debt
Assumed

   

Other

   

Total

   

GLA**

 

North Valley Leasehold

Peoria, AZ

Jan-14

  $ 3,000     $ -     $ -     $ 3,000       -  

LaSalle Properties (3 properties)

Various (1)

Jan-14

    62,239       23,269       7,642       93,150       316  

Harrisburg Land Parcel

Harrisburg, PA

Jan-14

    2,550       -       -       2,550       -  

Crossroads Plaza

Cary, NC

Feb-14

    18,691       72,309       -       91,000       489  

Quail Corners

Charlotte, NC (2)

Mar-14

    9,398       17,409       4,943       31,750       110  

KIF 1 Portfolio (12 properties)

Various (3)

Apr-14

    128,699       157,010       122,291       408,000       1,589  

Fountain at Arbor Lakes (2 Parcels)

Maple Grove, MN

Apr-14

    900       -       -       900       -  

Boston Portfolio (24 properties)

Various

Apr-14

    149,486       120,514       -       270,000       1,426  

Vinnin Square

Swampscott, MA

May-14

    2,550       -       -       2,550       6  

SEB Portfolio (10 properties)

Various (4)

Jul-14

    69,261       193,600       12,911       275,772       1,415  

Highlands Ranch Parcel

Highlands Ranch, CO

Sep-14

    3,800       -       -       3,800       10  

BIG Portfolios (7 properties)

Various (5)

Oct-14

    -       118,439       76,511       194,950       1,148  

Springfield S.C.

Springfield, MO

Nov-14

    8,800       -       -       8,800       210  

North Quincy Plaza

Quincy, MA (6)

Dec-14

    20,470       -       2,530       23,000       81  

Belmart Plaza

West Palm Beach, FL (7)

Dec-14

    3,208       -       2,807       6,015       77  

Braelinn Village

Peachtree City, GA

Dec-14

    27,000       -       -       27,000       227  
        $ 510,052     $ 702,550     $ 229,635     $ 1,442,237       7,104  

* Includes 1031 sales proceeds of $126.8 million


** Gross leasable area ("GLA")


(1) 

The Company acquired three properties from a joint venture in which the Company had an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as such recognized a gain of $3.7 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.

(2)  The Company acquired a 65.4% controlling ownership interest in this property and the seller retained a 34.6% noncontrolling interest in the property. The partner has the ability to put its partnership interest to the Company. As such, the Company has recorded the partners’ share of the property’s fair value of $4.9 million as Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.
(3)  The Company acquired from its partners the remaining ownership interest in a joint venture which holds 12 encumbered properties for which the Company had a 39.1% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $65.6 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. Subsequently, the Company repaid $128.4 million in debt encumbering ten of the properties. Additionally, during June 2014, the Company sold one of the properties to a third party, which approximated its carrying value.
(4)  The Company acquired from its partner the remaining ownership interest in 10 properties that were held in a joint venture in which the Company has a 15% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $14.4 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.
(5)  The Company and their joint venture partner BIG divided 15 of the 21 properties in the BIG Shopping Centers venture with the Company receiving a 99% ownership interest in seven operating properties and BIG receiving a 99% ownership interest in eight operating properties. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $19.5 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. Additionally, during December 2014, the Company sold one of the properties to a third party, which approximated its carrying value.
(6)  The Company acquired from its partners the remaining ownership interest in this property that was held in a joint venture in which the Company had an 11% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $2.2 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.  
(7)  The Company increased its ownership interest to 74.8% in this property that was held in a joint venture in which the Company had a 21.5% noncontrolling interest. The Company evaluated this transaction pursuant to the FASB’s Consolidation guidance and as a result, recognized a gain of $1.7 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, 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

Santee, CA(1)

Jan-13

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

Shops at Kildeer

Kildeer, IL(2)

Jan-13

    -       32,724       -       32,724       168  

Village Commons S.C.

Tallahassee, FL

Jan-13

    7,100       -       -       7,100       125  

Putty Hill Plaza

Baltimore, MD(3)

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

Wilton, CT(4)

Mar-13

    777       36,000       5,223       42,000       187  

Canyon Square

Santa Clarita, CA(5)

Apr-13

    1,950       13,800       -       15,750       97  

JTS Portfolio (7 properties)

Baton Rouge, LA(6)

Apr-13

    -       43,267       11,733       55,000       520  

Factoria Mall

Bellevue, WA(7)

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  

(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.

The aggregate purchase price of the above 2014 and 2013 property acquisitions have been allocated as follows (in thousands):


   

2014

   

2013

 

Land

  $ 414,879     $ 198,263  

Buildings

    679,753       368,478  

Below Market Rents

    (81,362 )     (25,298 )

Above Market Rents

    30,307       15,758  

In-Place Leases

    113,513       35,262  

Building Improvements

    290,882       115,110  

Tenant Improvements

    26,536       22,196  

Mortgage Fair Value Adjustment

    (39,368 )     (5,794 )

Other Assets

    7,097       894  

Other Liabilities

    -       (401 )
    $ 1,442,237     $ 724,468  

Additionally, during the years ended December 31, 2014 and 2013, the Company acquired the remaining interest in three and four previously consolidated joint ventures for $1.1 million and $9.4 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 $0.8 million and $0.4 million for the years ended December 31, 2014 and 2013, respectively and an aggregate decrease of $0.3 million and $8.2 million to the Company’s Paid-in capital, during 2014 and 2013, 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, 2014, the Company had in progress a total of four ground-up development projects located in the U.S.


During 2014, the Company acquired, in separate transactions, three land parcels located in various cities throughout the U.S., for an aggregate purchase price of $53.5 million. These land parcels will be developed into retail centers aggregating 0.9 million square feet of GLA with a total estimated aggregate project cost of $192.8 million.


Additionally, during the fourth quarter 2014, the Company purchased land parcels in Dania, Florida for an aggregate purchase price of $62.8 million. The Company then contributed the land to an unconsolidated joint venture to be used for a ground-up development project.


FNC Realty Corporation –


During 2013, the Company acquired the remaining 17.3% ownership interest in FNC Realty Corporation (“FNC”) for $20.4 million. As a result of this transaction the Company now owns 100% of FNC. The Company had previously and continues to consolidate FNC. No change in control resulted from this transaction, as such, the purchase of the additional interest resulted in a decrease in noncontrolling interest of $19.7 million and a decrease of $0.7 million to the Company’s Paid-in capital during 2013.