Note 2 - Basis of Presentation, Consolidation, Investments in Joint Ventures, and Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' |
Note 2. Basis of Presentation, Consolidation, Investments in Joint Ventures, and Noncontrolling Interests |
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We have prepared the accompanying unaudited financial statements pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) may have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the presentation not misleading. The unaudited financial statements as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013 include, in the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial information set forth therein. The consolidated financial statements in this Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s 2013 Annual Report on Form 10-K. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the disclosure of contingent assets and liabilities, the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. Actual results could differ from these estimates. The results of operations for the interim periods are not necessarily indicative of the results that may be expected on an annual basis. |
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Consolidation and Investments in Joint Ventures |
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The accompanying financial statements of the Company are presented on a consolidated basis and include all accounts of the Company, the Operating Partnership, the taxable REIT subsidiary of the Operating Partnership, subsidiaries of the Company or the Operating Partnership that are controlled and any variable interest entities (“VIEs”) in which the Company is the primary beneficiary. In general, a VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, (b) does not have equity investors with voting rights or (c) has equity investors whose votes are disproportionate from their economics and substantially all of the activities are conducted on behalf of the investor with disproportionately fewer voting rights. The Company consolidates properties that are wholly owned as well as properties it controls but in which it owns less than a 100% interest. Control of a property is demonstrated by, among other factors: |
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| ● | our ability to refinance debt and sell the property without the consent of any other partner or owner; | | | | | | | | | | | | | | |
| ● | the inability of any other partner or owner to replace the Company as manager of the property; or | | | | | | | | | | | | | | |
| ● | being the primary beneficiary of a VIE. The primary beneficiary is defined as the entity that has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. | | | | | | | | | | | | | | |
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As of June 30, 2014, we had investments in two joint ventures that are VIEs in which we are the primary beneficiary. As of this date, these VIEs had total debt of $65.9 million which is secured by assets of the VIEs totaling $117.2 million. The Operating Partnership guarantees the debt of these VIEs. |
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We consider all relationships between ourself and the VIE, including development agreements, management agreements and other contractual arrangements, in determining whether we have the power to direct the activities of the VIE that most significantly affect the VIE’s performance. We also continuously reassess primary beneficiary status. During the three months ended June 30, 2014, there were no changes to our conclusions regarding whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. |
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Noncontrolling Interests |
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We report the noncontrolling interests in subsidiaries as equity and the amount of consolidated net income attributable to the noncontrolling interests is set forth separately in the consolidated financial statements. The noncontrolling interests in consolidated properties for the six months ended June 30, 2014 and 2013 were as follows: |
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| | 2014 | | | 2013 | | | | | | | | | |
Noncontrolling interests balance January 1 | | $ | 3,548 | | | $ | 3,535 | | | | | | | | | |
Net income allocable to noncontrolling interests, excluding redeemable noncontrolling interests | | | 76 | | | | 62 | | | | | | | | | |
Distributions to noncontrolling interests | | | (261 | ) | | | (55 | ) | | | | | | | | |
Noncontrolling interests balance at June 30 | | $ | 3,363 | | | $ | 3,542 | | | | | | | | | |
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We classify redeemable noncontrolling interests in the Operating Partnership in the accompanying consolidated balance sheets outside of permanent equity because we may be required to pay cash to unitholders upon redemption of their interests in the Operating Partnership under certain circumstances, such as the delivery of registered shares upon conversion. The carrying amount of the redeemable noncontrolling interests in the Operating Partnership is required to be reflected at the greater of historical book value or redemption value with a corresponding adjustment to additional paid-in capital. As of June 30, 2014 and December 31, 2013, the redemption value of the redeemable noncontrolling interests exceeded the historical book value, and the balance was accordingly adjusted to redemption value. |
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The redeemable noncontrolling interests in the Operating Partnership for the six months ended June 30, 2014 and 2013 were as follows: |
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| | 2014 | | | 2013 | | | | | | | | | |
Redeemable noncontrolling interests balance January 1 | | $ | 43,928 | | | $ | 37,670 | | | | | | | | | |
Net loss allocable to redeemable noncontrolling interests | | | (157 | ) | | | (698 | ) | | | | | | | | |
Distributions declared to redeemable noncontrolling interests | | | (863 | ) | | | (785 | ) | | | | | | | | |
Other comprehensive (loss) income allocable to redeemable noncontrolling interests 1 | | | (142 | ) | | | 514 | | | | | | | | | |
Exchange of redeemable noncontrolling interest for common stock | | | (63 | ) | | | (38 | ) | | | | | | | | |
Adjustment to redeemable noncontrolling interests - Operating Partnership and other | | | (1,921 | ) | | | 4,150 | | | | | | | | | |
Redeemable noncontrolling interests balance at June 30 | | $ | 40,782 | | | $ | 40,813 | | | | | | | | | |
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1 | Represents the noncontrolling interests’ share of the changes in the fair value of derivative instruments accounted for as cash flow hedges (see Note 5). | | | | | | | | | | | | | | | |
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The following sets forth accumulated other comprehensive (loss) income allocable to noncontrolling interests for the six months ended June 30, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | |
Accumulated comprehensive income (loss) balance at January 1 | | $ | 69 | | | $ | (456 | ) | | | | | | | | |
Other comprehensive (loss) income allocable to redeemable noncontrolling interests 1 | | | (142 | ) | | | 514 | | | | | | | | | |
Accumulated comprehensive (loss) income balance at June 30 | | $ | (73 | ) | | $ | 58 | | | | | | | | | |
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1 | Represents the noncontrolling interests’ share of the changes in the fair value of derivative instruments accounted for as cash flow hedges (see Note 5). | | | | | | | | | | | | | | | |
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We allocate net operating results of the Operating Partnership after preferred dividends and noncontrolling interest in the consolidated properties based on the partners’ respective weighted average ownership interest. We adjust the redeemable noncontrolling interests in the Operating Partnership at the end of each period to reflect their interests in the Operating Partnership. This adjustment is reflected in our shareholders’ equity. The Company’s and the limited partners’ weighted average interests in the Operating Partnership for the three and six months ended June 30, 2014 and 2013 were as follows: |
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| | Three Months Ended | | | Six Months Ended | |
June 30, | June 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Company’s weighted average basic interest in Operating Partnership | | | 95.2 | % | | | 93.1 | % | | | 95.2 | % | | | 92.6 | % |
Limited partners' redeemable noncontrolling weighted average basic interests in Operating Partnership | | | 4.8 | % | | | 6.9 | % | | | 4.8 | % | | | 7.4 | % |
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At both June 30, 2014 and December 31, 2013, the Company’s and the redeemable noncontrolling ownership interests in the Operating Partnership were 95.2% and 4.8%, respectively. |
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Recently Issued Accounting Pronouncements |
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In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity (the “Update”). The Update changes the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity or assets that meet the criteria to be classified as held for sale and that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The Update also requires expanded disclosures for discontinued operations and requires an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting in the period in which it is disposed of or is classified as held for sale and for all prior periods that are presented in the statement where net income is reported. The Update is effective for annual periods beginning on or after December 15, 2014, with early adoption permitted for disposals of assets that were not held for sale as of December 31, 2013. The Company adopted the Update in the first quarter of 2014. In March 2014, the Company disposed of its 50th and 12th operating property which had been classified as held for sale at December 31, 2013. Accordingly, the revenues and expenses of this property and the associated gain on sale have been classified in discontinued operations in the 2014 consolidated statements of operations. |
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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing GAAP revenue recognition guidance as well as impact the existing GAAP guidance governing the sale of nonfinancial assets. The standard’s core principle is that a company will recognize revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the company expects to be entitled in exchange for fulfilling those performance obligations. In doing so, companies will need to exercise more judgment and make more estimates than under existing GAAP guidance. |
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ASU 2014-09 will be effective for public entities for annual and interim reporting periods beginning after December 15, 2016 and early adoption is not permitted. ASU 2014-09 allows for either recognizing the cumulative effect of application (i) at the start of the earliest comparative period presented (with the option to use any or all of three practical expedients) or (ii) at the date of initial application, with no restatement of comparative periods presented. |
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We have not yet selected a transition method nor have we determined the effect of ASU 2014-09 on our ongoing financial reporting. |