Note 14 - Noncontrolling Interests

12 Months Ended

Dec. 31, 2015

Noncontrolling Interest [Abstract]

Noncontrolling Interest Disclosure [Text Block]

14. Noncontrolling Interests:

Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates as a result of having a controlling interest or determined that the Company was the primary beneficiary of a VIE in accordance with the provisions of the FASB’s Consolidation guidance.  

The Company accounts and reports for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. The Company identifies its noncontrolling interests separately within the equity section on the Company’s Consolidated Balance Sheets. Units that are determined to be mandatorily redeemable are classified as Redeemable noncontrolling interests and presented in the mezzanine section between Total liabilities and Stockholder’s equity on the Company’s Consolidated Balance Sheets. The amounts of consolidated net income attributable to the Company and to the noncontrolling interests are presented separately on the Company’s Consolidated Statements of Income.  

The Company owns seven shopping center properties located throughout Puerto Rico. These properties were acquired partially through the issuance of $158.6 million of non-convertible units and $45.8 million of convertible units. Noncontrolling interests related to these acquisitions totaled $233.0 million of units, including premiums of $13.5 million and a fair market value adjustment of $15.1 million (collectively, the "Units"). The Company was restricted from disposing of these assets, other than through a tax free transaction, until November 2015. The Units and related annual cash distribution rates consisted of the following:

Type	Number of Units Issued		Par Value Per Unit		Return Per Annum
Preferred A Units (1)		81,800,000	$	1.00		7.0%
Class A Preferred Units (1)		2,000	$	10,000		LIBOR plus 2.0%
Class B-1 Preferred Units (2)		2,627	$	10,000		7.0%
Class B-2 Preferred Units (1)		5,673	$	10,000		7.0%
Class C DownReit Units (2)		640,001	$	30.52		Equal to the Company’s common stock dividend

(1) These units are redeemable for cash by the holder or callable by the Company and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

(2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock, based upon the conversion calculation as defined in the agreement. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

The following Units have been redeemed or converted for cash as of December 31, 2015:

Type	Units Redeemed		Par Value Redeemed (in millions)
Preferred A Units		2,200,000	$	2.2
Class A Preferred Units		2,000	$	20.0
Class B-1 Preferred Units		2,438	$	24.4
Class B-2 Preferred Units		5,631	$	56.3
Class C DownReit Units		587,204	$	17.9

The conversion of units during 2015 resulted in an aggregate decrease in noncontrolling interest of $23.3 million for the year ended December 31, 2015 and a net increase of $6.7 million to the Company’s Paid-in capital, during 2015. Noncontrolling interest relating to the remaining units was $88.9 million and $111.6 million as of December 31, 2015 and 2014, respectively.

The Company owns two shopping center properties located in Bay Shore, NY and Centereach, NY. Included in Noncontrolling interests was $41.6 million, including a discount of $0.3 million and a fair market value adjustment of $3.8 million, in redeemable units, issued by the Company in connection with the acquisition of these properties. These units and related annual cash distribution rates consist of the following:

Type	Number of Units Issued		Par Value Per Unit		Return Per Annum
Class A Units (1)		13,963	$	1,000		5.0%
Class B Units (2)		647,758	$	37.24		Equal to the Company’s common stock dividend

(1) These units are redeemable for cash by the holder or callable by the Company any time after April 3, 2016 and are included in Redeemable noncontrolling interests on the Company’s Consolidated Balance Sheets.

(2) These units are redeemable for cash by the holder or at the Company’s option, shares of the Company’s common stock at a ratio of 1:1 and are callable by the Company any time after April 3, 2026. These units are included in Noncontrolling interests on the Company’s Consolidated Balance Sheets.

During 2012, all 13,963 Class A Units were redeemed by the holder for cash. Additionally, during 2007, 30,000 units, or $1.1 million par value, of the Class B Units were redeemed and at the Company’s option settled in cash. As of December 31, 2015 and 2014, noncontrolling interest relating to the remaining Class B Units was $26.5 million and $26.4 million, respectively.

Noncontrolling interests also includes 138,015 convertible units issued during 2006 by the Company, which were valued at $5.3 million, including a fair market value adjustment of $0.3 million, related to an interest acquired in an office building located in Albany, NY. These units are currently redeemable at the option of the holder for cash or at the option of the Company for the Company’s common stock at a ratio of 1:1. The holder is entitled to a distribution equal to the dividend rate of the Company’s common stock. The Company is restricted from disposing of these assets, other than through a tax free transaction, until January 2017.

The following table presents the change in the redemption value of the Redeemable noncontrolling interests for the years ended December 31, 2015 and 2014 (in thousands):

	2015			2014
Balance at January 1,	$	91,480		$	86,153
Issuance of redeemable partnership interests (1)		-			4,943
Income (2)		7,061			6,335
Distribution		(5,922	)		(5,951	)
Conversion of redeemable units		(5,910	)		-
Balance at December 31,	$	86,709		$	91,480

(1) During the year ended December 31, 2014, the Company acquired a 65.4% controlling ownership interest in an operating 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 at any time after March 2015. As such, the Company has recorded the partners’ share of the property’s fair value of $4.9 million as Redeemable noncontrolling interests. During October 2015, the seller put its partnership interest to the Company and as such the Company now owns 100% of the operating property.

(2) Includes $1.0 million in fair market value remeasurement for the year ended December 31, 2015.

During the years ended December 31, 2015 and 2014, the Company acquired its partner’s interest in three and three previously consolidated joint ventures for $31.6 million and $1.1 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 $25.2 million and $0.8 million for the years ended December 31, 2015 and 2014, respectively and a net decrease of $6.4 million and $0.3 million to the Company’s Paid-in capital, during 2015 and 2014, respectively.