Investment in Unconsolidated Joint Ventures | 9 Months Ended |
Sep. 30, 2013 |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Investment in Unconsolidated Joint Ventures | ' |
Investment in Unconsolidated Joint Ventures |
Investment Summary |
The following table summarizes the Company’s investments in unconsolidated joint ventures: |
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| | | | Ownership Interest | | Investment at | | | | | | | | | | | | | | | | |
Joint Venture | | Date of | | September 30, | | December 31, | | September 30, | | December 31, | | | | | | | | | | | | | | | | |
Investment | 2013 | 2012 | 2013 | 2012 | | | | | | | | | | | | | | | | |
MS Inland Fund, LLC (a) | | 4/27/07 | | 20 | % | | 20 | % | | $ | 7,083 | | | $ | 8,334 | | | | | | | | | | | | | | | | | |
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Hampton Retail Colorado, L.L.C. (b) | | 8/31/07 | | — | % | | 95.9 | % | | — | | | 124 | | | | | | | | | | | | | | | | | |
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RioCan (c) | | 9/30/10 | | 20 | % | | 20 | % | | 41,523 | | | 39,468 | | | | | | | | | | | | | | | | | |
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Oak Property and Casualty LLC (d) | | 10/1/06 | | 20 | % | | 25 | % | | 7,126 | | | 8,946 | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | $ | 55,732 | | | $ | 56,872 | | | | | | | | | | | | | | | | | |
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(a) | The MS Inland Fund, LLC (MS Inland) joint venture was formed with a large state pension fund; the Company is the managing member of the venture and earns fees for providing property management, acquisition and leasing services. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(b) | On May 6, 2013, the Hampton Retail Colorado, L.L.C. (Hampton) joint venture sold its one remaining property and, as of September 30, 2013, the Hampton joint venture has been dissolved. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(c) | The RioCan joint venture was formed with a wholly-owned subsidiary of RioCan Real Estate Investment Trust, a REIT based in Canada. A subsidiary of the Company is the general partner of the joint venture and earns fees for providing property management, asset management and other customary services. On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(d) | Oak Property & Casualty LLC (the Captive) is an insurance association owned by the Company and four other unaffiliated parties. The Captive was formed to insure/reimburse the members’ deductible obligations for property and general liability insurance claims subject to certain limitations. The Company entered into the Captive to stabilize insurance costs, manage exposures and recoup expenses through the function of the Captive. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Company has the ability to exercise significant influence, but does not have financial or operating control over these investments, and as a result the Company accounts for these investments pursuant to the equity method of accounting. Under the equity method of accounting, the net equity investment of the Company is reflected in the accompanying condensed consolidated balance sheets and the accompanying condensed consolidated statements of operations and other comprehensive loss includes the Company’s share of net income or loss from each unconsolidated joint venture. Distributions from these investments that are related to income from operations are included as operating activities and distributions that are related to capital transactions are included in investing activities in the Company’s condensed consolidated statements of cash flows. |
Combined condensed financial information of these joint ventures (at 100%) is summarized as follows: |
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| | As of September 30, 2013 | | | | | | | | | | | | | | | | |
| | RioCan | | Hampton | | Other Joint Ventures | | Combined Condensed Total | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate assets | | $ | 343,342 | | | $ | — | | | $ | 270,557 | | | $ | 613,899 | | | | | | | | | | | | | | | | | |
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Less accumulated depreciation | | (23,355 | ) | | — | | | (50,607 | ) | | (73,962 | ) | | | | | | | | | | | | | | | | |
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Real estate, net | | 319,987 | | | — | | | 219,950 | | | 539,937 | | | | | | | | | | | | | | | | | |
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Assets associated with investment properties held for sale | | 104,592 | | | — | | | — | | | 104,592 | | | | | | | | | | | | | | | | | |
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Other assets, net | | 101,973 | | | — | | | 42,518 | | | 144,491 | | | | | | | | | | | | | | | | | |
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Total assets | | $ | 526,552 | | | $ | — | | | $ | 262,468 | | | $ | 789,020 | | | | | | | | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage debt | | $ | 208,639 | | | $ | — | | | $ | 142,771 | | | $ | 351,410 | | | | | | | | | | | | | | | | | |
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Liabilities associated with investment properties held for sale | | 71,938 | | | — | | | — | | | 71,938 | | | | | | | | | | | | | | | | | |
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Other liabilities, net | | 29,228 | | | — | | | 16,551 | | | 45,779 | | | | | | | | | | | | | | | | | |
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Total liabilities | | 309,805 | | | — | | | 159,322 | | | 469,127 | | | | | | | | | | | | | | | | | |
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Total equity | | 216,747 | | | — | | | 103,146 | | | 319,893 | | | | | | | | | | | | | | | | | |
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Total liabilities and equity | | $ | 526,552 | | | $ | — | | | $ | 262,468 | | | $ | 789,020 | | | | | | | | | | | | | | | | | |
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| | As of December 31, 2012 | | | | | | | | | | | | | | | | |
| | RioCan | | Hampton | | Other Joint Ventures | | Combined Condensed Total | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate assets | | $ | 434,704 | | | $ | 14,326 | | | $ | 270,386 | | | $ | 719,416 | | | | | | | | | | | | | | | | | |
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Less accumulated depreciation | | (19,287 | ) | | (2,286 | ) | | (44,554 | ) | | (66,127 | ) | | | | | | | | | | | | | | | | |
Real estate, net | | 415,417 | | | 12,040 | | | 225,832 | | | 653,289 | | | | | | | | | | | | | | | | | |
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Other assets, net | | 148,511 | | | 1,285 | | | 49,658 | | | 199,454 | | | | | | | | | | | | | | | | | |
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Total assets | | $ | 563,928 | | | $ | 13,325 | | | $ | 275,490 | | | $ | 852,743 | | | | | | | | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage debt | | $ | 312,844 | | | $ | 14,828 | | | $ | 143,450 | | | $ | 471,122 | | | | | | | | | | | | | | | | | |
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Other liabilities, net | | 50,076 | | | 300 | | | 22,960 | | | 73,336 | | | | | | | | | | | | | | | | | |
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Total liabilities | | 362,920 | | | 15,128 | | | 166,410 | | | 544,458 | | | | | | | | | | | | | | | | | |
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Total equity (deficit) | | 201,008 | | | (1,803 | ) | | 109,080 | | | 308,285 | | | | | | | | | | | | | | | | | |
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Total liabilities and equity | | $ | 563,928 | | | $ | 13,325 | | | $ | 275,490 | | | $ | 852,743 | | | | | | | | | | | | | | | | | |
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| | Three Months Ended September 30, |
| | RioCan | | Hampton | | Other Joint Ventures | | Combined Condensed Total |
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 |
Revenues: | | | | | | | | | | | | | | | | |
Property related income | | $ | 12,036 | | | $ | 11,900 | | | $ | — | | | $ | — | | | $ | 6,957 | | | $ | 6,667 | | | $ | 18,993 | | | $ | 18,567 | |
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Other income | | — | | | — | | | — | | | — | | | 2,070 | | | 1,906 | | | 2,070 | | | 1,906 | |
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Total revenues | | 12,036 | | | 11,900 | | | — | | | — | | | 9,027 | | | 8,573 | | | 21,063 | | | 20,473 | |
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Expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | 1,699 | | | 1,797 | | | — | | | — | | | 912 | | | 777 | | | 2,611 | | | 2,574 | |
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Real estate taxes | | 2,155 | | | 1,935 | | | — | | | — | | | 1,268 | | | 1,286 | | | 3,423 | | | 3,221 | |
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Depreciation and amortization | | 6,767 | | | 7,942 | | | — | | | — | | | 2,422 | | | 2,602 | | | 9,189 | | | 10,544 | |
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Loss on lease terminations | | 4 | | | 924 | | | — | | | — | | | (22 | ) | | 9 | | | (18 | ) | | 933 | |
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General and administrative expenses | | 163 | | | 176 | | | — | | | 7 | | | 107 | | | 96 | | | 270 | | | 279 | |
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Interest expense, net | | 2,219 | | | 2,514 | | | — | | | (105 | ) | | 1,783 | | | 2,023 | | | 4,002 | | | 4,432 | |
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Other (income) expense, net | | (4,442 | ) | | (14 | ) | | — | | | — | | | 604 | | | 2,607 | | | (3,838 | ) | | 2,593 | |
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Total expenses | | 8,565 | | | 15,274 | | | — | | | (98 | ) | | 7,074 | | | 9,400 | | | 15,639 | | | 24,576 | |
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Income (loss) from continuing operations | | 3,471 | | | (3,374 | ) | | — | | | 98 | | | 1,953 | | | (827 | ) | | 5,424 | | | (4,103 | ) |
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(Loss) income from discontinued operations | | (206 | ) | | 1,607 | | | — | | | 63 | | | 2 | | | (2,224 | ) | | (204 | ) | | (554 | ) |
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Gain on sales of investment properties - discontinued operations | | — | | | — | | | — | | | — | | | — | | | 149 | | | — | | | 149 | |
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Net income (loss) | | $ | 3,265 | | | $ | (1,767 | ) | | $ | — | | | $ | 161 | | | $ | 1,955 | | | $ | (2,902 | ) | | $ | 5,220 | | | $ | (4,508 | ) |
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| | Nine Months Ended September 30, |
| | RioCan | | Hampton | | Other Joint Ventures | | Combined Condensed Total |
| | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 |
Revenues: | | | | | | | | | | | | | | | | |
Property related income | | $ | 36,758 | | | $ | 35,878 | | | $ | — | | | $ | — | | | $ | 20,894 | | | $ | 20,545 | | | $ | 57,652 | | | $ | 56,423 | |
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Other income | | — | | | — | | | — | | | — | | | 6,144 | | | 5,837 | | | 6,144 | | | 5,837 | |
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Total revenues | | 36,758 | | | 35,878 | | | — | | | — | | | 27,038 | | | 26,382 | | | 63,796 | | | 62,260 | |
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Expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | 5,001 | | | 5,284 | | | — | | | — | | | 2,635 | | | 3,366 | | | 7,636 | | | 8,650 | |
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Real estate taxes | | 6,187 | | | 5,742 | | | — | | | — | | | 3,935 | | | 4,061 | | | 10,122 | | | 9,803 | |
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Depreciation and amortization | | 21,128 | | | 24,274 | | | — | | | — | | | 7,314 | | | 7,791 | | | 28,442 | | | 32,065 | |
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Loss on lease terminations | | 836 | | | 1,629 | | | — | | | — | | | (6 | ) | | 326 | | | 830 | | | 1,955 | |
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General and administrative expenses | | 457 | | | 830 | | | 6 | | | 27 | | | 357 | | | 282 | | | 820 | | | 1,139 | |
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Interest expense, net | | 7,033 | | | 7,556 | | | (1,758 | ) | | (224 | ) | | 5,349 | | | 6,060 | | | 10,624 | | | 13,392 | |
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Other (income) expense, net | | (4,436 | ) | | 823 | | | (13 | ) | | — | | | 4,479 | | | 5,358 | | | 30 | | | 6,181 | |
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Total expenses | | 36,206 | | | 46,138 | | | (1,765 | ) | | (197 | ) | | 24,063 | | | 27,244 | | | 58,504 | | | 73,185 | |
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Income (loss) from continuing operations | | 552 | | | (10,260 | ) | | 1,765 | | | 197 | | | 2,975 | | | (862 | ) | | 5,292 | | | (10,925 | ) |
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(Loss) income from discontinued operations | | (1,026 | ) | | (1,607 | ) | | (117 | ) | | (1,426 | ) | | 52 | | | (195 | ) | | (1,091 | ) | | (3,228 | ) |
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Gain on sales of investment properties - discontinued operations | | — | | | — | | | 1,019 | | | — | | | — | | | 2,593 | | | 1,019 | | | 2,593 | |
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Net (loss) income | | $ | (474 | ) | | $ | (11,867 | ) | | $ | 2,667 | | | $ | (1,229 | ) | | $ | 3,027 | | | $ | 1,536 | | | $ | 5,220 | | | $ | (11,560 | ) |
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Profits, Losses and Capital Activity |
The following table summarizes the Company’s share of net income (loss) as well as net cash distributions from (contributions to) each unconsolidated joint venture: |
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| | The Company’s Share of Net Income (Loss) for the | | Net Cash Distributions | | Fees Earned by the | | | | | | | | |
Three Months Ended September 30, | from/(Contributions to) | Company for the | | | | | | | | |
| Joint Ventures for the | Three Months Ended September 30, | | | | | | | | |
| Three Months Ended September 30, | | | | | | | | | |
Joint Venture | | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | | | | | | | |
MS Inland | | $ | 163 | | | $ | 2 | | | $ | 490 | | | $ | 370 | | | $ | 204 | | | $ | 188 | | | | | | | | | |
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Hampton (a) | | — | | | — | | | — | | | 16 | | | — | | | — | | | | | | | | | |
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RioCan | | 290 | | | (672 | ) | | (3,405 | ) | | 682 | | | 523 | | | 512 | | | | | | | | | |
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Captive | | (348 | ) | | (1,252 | ) | | — | | | — | | | — | | | — | | | | | | | | | |
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| | $ | 105 | | | $ | (1,922 | ) | | $ | (2,915 | ) | | $ | 1,068 | | | $ | 727 | | | $ | 700 | | | | | | | | | |
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| | The Company’s Share of Net Income (Loss) for the | | Net Cash Distributions | | Fees Earned by the | | | | | | | | |
Nine Months Ended | from/(Contributions to) | Company for the | | | | | | | | |
September 30, | Joint Ventures for the | Nine Months Ended | | | | | | | | |
| Nine Months Ended | September 30, | | | | | | | | |
| September 30, | | | | | | | | | |
Joint Venture | | 2013 | | 2012 | | 2013 | | 2012 | | 2013 | | 2012 | | | | | | | | |
MS Inland | | $ | 475 | | | $ | (122 | ) | | $ | 1,943 | | | $ | 3,761 | | | $ | 622 | | | $ | 618 | | | | | | | | | |
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Hampton (a) | | 2,576 | | | (1,092 | ) | (b) | 855 | | | 53 | | | 1 | | | 2 | | | | | | | | | |
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RioCan | | (176 | ) | | (1,815 | ) | | (2,394 | ) | | 10,224 | | | 1,648 | | | 1,559 | | | | | | | | | |
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Captive | | (1,821 | ) | | (2,577 | ) | | — | | | (193 | ) | | — | | | — | | | | | | | | | |
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| | $ | 1,054 | | | $ | (5,606 | ) | | $ | 404 | | | $ | 13,845 | | | $ | 2,271 | | | $ | 2,179 | | | | | | | | | |
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(a) | During the nine months ended September 30, 2013, Hampton determined that the carrying value of certain of its assets was not recoverable and, accordingly, recorded property level impairment charges in the amount of $298, of which the Company’s share was $286. During the three and nine months ended September 30, 2012, Hampton recorded impairment charges in the amounts of $71 and $1,593, of which the Company’s share was $68 and $1,527, respectively. The joint venture’s estimates of fair value relating to these impairment assessments were based upon bona fide purchase offers. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(b) | During the nine months ended September 30, 2012, the Company’s share of net losses realized by and distributions received from the venture since its inception exceeded the carrying amount of the Company’s investment in Hampton. At such point, application of the equity method of accounting was discontinued and through September 30, 2012, $88, representing the Company’s share of losses in excess of its investment in Hampton, was not recorded in the Company’s condensed consolidated financial statements. Due to income realized by Hampton for the period between April 1, 2012 and December 31, 2012, application of the equity method of accounting was re-established for this investment prior to December 31, 2012. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In addition to the Company’s share of net income (loss) for each unconsolidated joint venture, amortization of basis differences resulting from the Company’s previous contributions of investment properties to its unconsolidated joint ventures is recorded within “Equity in loss of unconsolidated joint ventures, net” in the condensed consolidated statements of operations and other comprehensive loss. Such basis differences resulted from the differences between the historical cost net book values and fair values of the contributed properties and are amortized over the depreciable lives of the joint ventures’ property assets. The Company recorded amortization of $21 and $59 during the three months ended September 30, 2013 and 2012, respectively, related to these differences. The Company recorded amortization of $44 and $139 related to these differences during the nine months ended September 30, 2013 and 2012, respectively. |
The Company’s investments in unconsolidated joint ventures are reviewed for potential impairment, in addition to impairment evaluations of the individual assets underlying these investments, whenever events or changes in circumstances warrant such an evaluation. To determine whether impairment, if any, is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying value is fully recovered. As a result of such evaluations, impairment charges of $1,834 were recorded during the nine months ended September 30, 2013 to write down the carrying value of the Company’s investment in Hampton. No impairment charges were recorded during the nine months ended September 30, 2012. |
Acquisitions and Dispositions |
During the nine months ended September 30, 2013, none of the Company’s unconsolidated joint ventures acquired any investment properties. |
During the nine months ended September 30, 2013, Hampton sold the two remaining properties in its portfolio. Such transactions aggregated a combined sales price of $13,300, resulting in a gain on sale of $1,019 on one of the properties. Proceeds from the sales were used to pay down the entire $12,631 balance of the joint venture’s outstanding debt. As of September 30, 2013, no properties remained in the Hampton joint venture and the venture has been dissolved. |
On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan as follows: |
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• | The Company acquired its partner’s 80% ownership interest in five properties owned by the joint venture. The properties have a fair value of approximately $124,800, with the Company’s partner’s interest valued at approximately $99,900. The Company paid total cash consideration of approximately $45,500 before transaction costs and prorations and after assumption of the joint venture’s in-place mortgage financing on those properties of $67,900 at a weighted average interest rate of 4.8%. The Company expects to recognize a gain of $5,435 in the fourth quarter of 2013 upon meeting all applicable sales criteria as a result of remeasuring the carrying value of its 20% equity interest in the five acquired properties to fair value; and | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | The Company sold to its partner its 20% ownership interest in the remaining eight properties owned by the joint venture. The properties have a fair value of approximately $477,500, with the Company’s 20% interest valued at $95,500. The Company received cash consideration of approximately $53,700 before transaction costs and prorations and after the partner assumed the joint venture’s in-place mortgage financing on those properties of $209,200 at a weighted average interest rate of 3.7%. The Company expects to recognize a $17,218 gain on sale of its equity interest in the fourth quarter of 2013 as a result of the transaction upon meeting all applicable sales criteria. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |