Investment in Unconsolidated Joint Ventures | 6 Months Ended |
Jun. 30, 2014 |
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 | | June 30, | | December 31, | | June 30, | | December 31, | | | | | | | | | | | | | | | | |
Investment | 2014 | 2013 | 2014 | 2013 | | | | | | | | | | | | | | | | |
MS Inland (a) | | 4/27/07 | | — | % | | 20 | % | | $ | — | | | $ | 6,915 | | | | | | | | | | | | | | | | | |
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Oak Property and Casualty LLC (b) | | 10/1/06 | | 20 | % | | 20 | % | | 7,319 | | | 8,861 | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | $ | 7,319 | | | $ | 15,776 | | | | | | | | | | | | | | | | | |
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(a) | The MS Inland joint venture was formed with a large state pension fund; the Company was the managing member of the venture and earned fees for providing property management and leasing services. The Company had the ability to exercise significant influence, but did not have financial or operating control over this joint venture, and as a result the Company accounted for its investment pursuant to the equity method of accounting. On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland through the acquisition of the six properties owned by the joint venture. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(b) | 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. It has been determined that the Captive is a variable interest entity, but because the Company does not hold the power to most significantly impact the Captive’s performance, the Company is not considered the primary beneficiary. Accordingly, the Company’s investment in the Captive is accounted for pursuant to the equity method of accounting. The Company’s risk of loss is limited to its investment and the Company is not required to fund additional capital to the Captive. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Under the equity method of accounting, the Company’s net equity investment in each unconsolidated joint venture is reflected in the accompanying condensed consolidated balance sheets and the Company’s share of net income or loss from each unconsolidated joint venture is reflected in the accompanying condensed consolidated statements of operations and other comprehensive income. 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 as investing activities in the accompanying condensed consolidated statements of cash flows. |
Combined condensed financial information of the Company’s joint ventures (at 100%) for the periods attributable to the Company’s ownership is summarized as follows: |
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| | Combined | | | | | | | | | | | | | | | | | | | | | | | | |
Condensed Total | | | | | | | | | | | | | | | | | | | | | | | | |
| | June 30, | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate assets | | $ | — | | | $ | 270,916 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Less accumulated depreciation | | — | | | (52,624 | ) | | | | | | | | | | | | | | | | | | | | | | | | |
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Real estate, net | | — | | | 218,292 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Other assets, net | | 27,937 | | | 49,227 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total assets | | $ | 27,937 | | | $ | 267,519 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mortgage debt | | $ | — | | | $ | 142,537 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Other liabilities, net | | 14,447 | | | 22,725 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total liabilities | | 14,447 | | | 165,262 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total equity | | 13,490 | | | 102,257 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Total liabilities and equity | | $ | 27,937 | | | $ | 267,519 | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | Three Months Ended June 30, |
| | RioCan (a) | | Hampton (b) | | Other Joint | | Combined |
Ventures (c) | Condensed Total |
| | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 |
Revenues: | | | | | | | | | | | | | | | | |
Property related income | | $ | — | | | $ | 12,371 | | | $ | — | | | $ | — | | | $ | 4,967 | | | $ | 7,181 | | | $ | 4,967 | | | $ | 19,552 | |
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Other income | | — | | | — | | | — | | | — | | | 1,905 | | | 2,050 | | | 1,905 | | | 2,050 | |
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Total revenues | | — | | | 12,371 | | | — | | | — | | | 6,872 | | | 9,231 | | | 6,872 | | | 21,602 | |
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Expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | 1,619 | | | — | | | — | | | 731 | | | 860 | | | 731 | | | 2,479 | |
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Real estate taxes | | — | | | 1,990 | | | — | | | — | | | 1,027 | | | 1,360 | | | 1,027 | | | 3,350 | |
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Depreciation and amortization | | — | | | 7,006 | | | — | | | — | | | 1,699 | | | 2,417 | | | 1,699 | | | 9,423 | |
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Loss on lease terminations | | — | | | 293 | | | — | | | — | | | 10 | | | 10 | | | 10 | | | 303 | |
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General and administrative expenses | | — | | | 149 | | | — | | | 4 | | | 92 | | | 153 | | | 92 | | | 306 | |
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Interest expense, net | | — | | | 2,341 | | | — | | | (232 | ) | | 1,258 | | | 1,783 | | | 1,258 | | | 3,892 | |
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Other expense (income), net | | — | | | 6 | | | — | | | (13 | ) | | 2,009 | | | 1,920 | | | 2,009 | | | 1,913 | |
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Total expenses | | — | | | 13,404 | | | — | | | (241 | ) | | 6,826 | | | 8,503 | | | 6,826 | | | 21,666 | |
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(Loss) income from continuing operations | | — | | | (1,033 | ) | | — | | | 241 | | | 46 | | | 728 | | | 46 | | | (64 | ) |
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(Loss) income from discontinued operations (d) | | — | | | (369 | ) | | — | | | (70 | ) | | — | | | 4 | | | — | | | (435 | ) |
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Net (loss) income | | $ | — | | | $ | (1,402 | ) | | $ | — | | | $ | 171 | | | $ | 46 | | | $ | 732 | | | $ | 46 | | | $ | (499 | ) |
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| | Six Months Ended June 30, |
| | RioCan (a) | | Hampton (b) | | Other Joint | | Combined |
Ventures (c) | Condensed Total |
| | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 |
Revenues: | | | | | | | | | | | | | | | | |
Property related income | | $ | — | | | $ | 24,721 | | | $ | — | | | $ | — | | | $ | 11,853 | | | $ | 13,938 | | | $ | 11,853 | | | $ | 38,659 | |
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Other income | | — | | | — | | | — | | | — | | | 4,023 | | | 4,074 | | | 4,023 | | | 4,074 | |
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Total revenues | | — | | | 24,721 | | | — | | | — | | | 15,876 | | | 18,012 | | | 15,876 | | | 42,733 | |
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Expenses: | | | | | | | | | | | | | | | | |
Property operating expenses | | — | | | 3,302 | | | — | | | — | | | 1,660 | | | 1,723 | | | 1,660 | | | 5,025 | |
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Real estate taxes | | — | | | 4,033 | | | — | | | — | | | 2,339 | | | 2,667 | | | 2,339 | | | 6,700 | |
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Depreciation and amortization | | — | | | 14,360 | | | — | | | — | | | 4,117 | | | 4,892 | | | 4,117 | | | 19,252 | |
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Loss (gain) on lease terminations | | — | | | 832 | | | — | | | — | | | (169 | ) | | 16 | | | (169 | ) | | 848 | |
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General and administrative expenses | | — | | | 294 | | | — | | | 6 | | | 170 | | | 250 | | | 170 | | | 550 | |
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Interest expense, net | | — | | | 4,815 | | | — | | | (1,758 | ) | | 3,028 | | | 3,566 | | | 3,028 | | | 6,623 | |
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Other expense (income), net | | — | | | 6 | | | — | | | (13 | ) | | 5,087 | | | 3,875 | | | 5,087 | | | 3,868 | |
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Total expenses | | — | | | 27,642 | | | — | | | (1,765 | ) | | 16,232 | | | 16,989 | | | 16,232 | | | 42,866 | |
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(Loss) income from continuing operations | | — | | | (2,921 | ) | | — | | | 1,765 | | | (356 | ) | | 1,023 | | | (356 | ) | | (133 | ) |
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(Loss) income from discontinued operations (d) | | — | | | (820 | ) | | — | | | (117 | ) | | — | | | 51 | | | — | | | (886 | ) |
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Gain on sales of investment properties - discontinued operations | | — | | | — | | | — | | | 1,019 | | | — | | | — | | | — | | | 1,019 | |
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Net (loss) income | | $ | — | | | $ | (3,741 | ) | | $ | — | | | $ | 2,667 | | | $ | (356 | ) | | $ | 1,074 | | | $ | (356 | ) | | $ | — | |
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(a) | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RC Inland L.P. (RioCan). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(b) | During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton Retail Colorado, L.L.C. (Hampton). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(c) | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(d) | Included within “(Loss) income from discontinued operations” are the following: property-level operating results attributable to the five properties the Company acquired from its RioCan unconsolidated joint venture on October 1, 2013; all property-level operating results attributable to the Hampton unconsolidated joint venture; and, the property-level operating results recognized by the Company’s MS Inland unconsolidated joint venture related to a property sold to the Company’s RioCan unconsolidated joint venture. The property-level operating results for the entire portfolio of properties held by the Company’s MS Inland unconsolidated joint venture are presented within “(Loss) income from continuing operations” above given that the Company’s acquisition of its partner’s entire 80% interest in all of the properties was a transaction among partners rather than at the venture level. The property-level operating results of the eight RioCan properties in which the Company’s partner acquired the Company’s 20% interest are presented within “(Loss) income from continuing operations” above given the continuity of the controlling financial interest before and after the dissolution transaction. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 Cash Distributions | | Fees Earned by the | | | | | | | | |
Net Income (Loss) for the Three Months Ended June 30, | from/(Contributions to) | Company for the | | | | | | | | |
| Joint Ventures for the | Three Months Ended June 30, | | | | | | | | |
| Three Months Ended June 30, | | | | | | | | | |
Joint Venture | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | |
MS Inland (a) | | $ | 68 | | | $ | 188 | | | $ | 605 | | | $ | 501 | | | $ | 127 | | | $ | 190 | | | | | | | | | |
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Captive | | (546 | ) | | (552 | ) | | — | | | — | | | — | | | — | | | | | | | | | |
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Hampton (b) | | — | | | 167 | | | — | | | 839 | | | — | | | — | | | | | | | | | |
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RioCan (c) | | — | | | (144 | ) | | — | | | 455 | | | — | | | 542 | | | | | | | | | |
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| | $ | (478 | ) | | $ | (341 | ) | | $ | 605 | | | $ | 1,795 | | | $ | 127 | | | $ | 732 | | | | | | | | | |
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| | The Company’s Share of | | Net Cash Distributions | | Fees Earned by the | | | | | | | | |
Net Income (Loss) for the | from/(Contributions to) | Company for the | | | | | | | | |
Six Months Ended June 30, | Joint Ventures for the | Six Months Ended June 30, | | | | | | | | |
| Six Months Ended June 30, | | | | | | | | | |
Joint Venture | | 2014 | | 2013 | | 2014 | | 2013 | | 2014 | | 2013 | | | | | | | | |
MS Inland (a) | | $ | 241 | | | $ | 312 | | | $ | 1,360 | | | $ | 1,453 | | | $ | 338 | | | $ | 418 | | | | | | | | | |
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Captive | | (1,567 | ) | | (1,473 | ) | | (25 | ) | | — | | | — | | | — | | | | | | | | | |
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Hampton (b) | | — | | | 2,576 | | | — | | | 855 | | | — | | | 1 | | | | | | | | | |
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RioCan (c) | | — | | | (466 | ) | | — | | | 1,011 | | | — | | | 1,125 | | | | | | | | | |
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| | $ | (1,326 | ) | | $ | 949 | | | $ | 1,335 | | | $ | 3,319 | | | $ | 338 | | | $ | 1,544 | | | | | | | | | |
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(a) | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(b) | During the three and six months ended June 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 amounts of $64 and $298, of which the Company’s share was $62 and$286, respectively. The joint venture’s estimate of fair value relating to these impairment assessments was based upon bona fide purchase offers. During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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(c) | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In addition to the Company’s share of net income (loss) for each unconsolidated joint venture, amortization of basis differences is recorded within “Equity in loss of unconsolidated joint ventures, net” in the condensed consolidated statements of operations and other comprehensive income. Such basis differences resulted from the differences between the Company’s historical cost net book values and the fair values of investment properties contributed to its unconsolidated joint ventures and are amortized over the depreciable lives of the joint ventures’ real estate assets and liabilities. The Company recorded amortization of $45 and $14, which was accretive to net income, related to these differences during the three months ended June 30, 2014 and 2013, respectively. The Company recorded amortization of $115 and $23, which was accretive to net income, related to these differences during the six months ended June 30, 2014 and 2013, 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 $134 and $1,834 were recorded during the three and six months ended June 30, 2013, respectively, to write down the carrying value of the Company’s investment in Hampton. The Company’s Hampton joint venture arrangement was dissolved during the year ended December 31, 2013. No impairment charges to the Company’s investments in unconsolidated joint ventures were considered necessary during the six months ended June 30, 2014. |
Acquisitions |
On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland by acquiring its partner’s 80% ownership interest in the six multi-tenant retail properties owned by the joint venture (see Note 3). The six properties had, at acquisition, a combined fair value of $292,500, with the Company’s partner’s interest valued at $234,000. The Company paid total cash consideration of approximately $120,600 before transaction costs and prorations and after assumption of the joint venture’s in-place mortgage financing on those properties of $141,698 at a weighted average interest rate of 4.79%. The Company accounted for this transaction as a business combination achieved in stages and recognized a gain on change in control of investment properties of $24,158 in the second quarter of 2014 as a result of remeasuring the carrying value of its 20% interest in the six acquired properties to fair value. The following table summarizes the calculation of the gain on change in control of investment properties recognized in conjunction with the transaction discussed above: |
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Fair value of the net assets acquired at 100% | | $ | 150,802 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Fair value of the net assets acquired at 20% | | 30,160 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Carrying value of the Company’s previous investment in the six properties acquired on June 5, 2014 | | (6,002 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Gain on change in control of investment properties | | $ | 24,158 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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