Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Reclassification, Policy [Policy Text Block] | ' |
Reclassification |
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Certain prior year balances have been reclassified to conform with the current year presentation for assets classified as discontinued operations. Certain reclassifications were made to the Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and footnote disclosures for all periods presented to reflect held-for-sale and discontinued operations as of March 31, 2014. |
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Principles Of Consolidation [Policy Text Block] | ' |
Principles of Consolidation |
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The Condensed Consolidated Financial Statements include the Company’s accounts and those of the Company’s subsidiaries which are wholly-owned or controlled by the Company, or entities which are variable interest entities, or VIEs, in which the Company is the primary beneficiary. The primary beneficiary is the party that absorbs a majority of the VIE’s anticipated losses and/or a majority of the expected returns. The Company has evaluated its investments for potential classification as variable interests by evaluating the sufficiency of each entity’s equity investment at risk to absorb losses. On March 15, 2013, the Company de-consolidated its three CDOs, which were previously consolidated. |
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Entities which the Company does not control and are considered VIEs, but where the Company is not the primary beneficiary, are accounted for under the equity method. All significant intercompany balances and transactions have been eliminated. |
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Real Estate and Ctl Investments [Policy Text Block] | ' |
Real Estate Investments |
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The Company records acquired real estate investments as business combinations when the real estate is occupied, at least in part, at acquisition. Costs directly related to the acquisition of such investments are expensed as incurred. The Company allocates the purchase price of real estate to land, building, improvements and intangibles, such as the value of above- and below-market leases and origination costs associated with the in-place leases at the acquisition date. The values of the above- and below-market leases are amortized and recorded as either an increase in the case of below-market leases or a decrease in the case of above-market leases to rental revenue over the remaining term of the associated lease. The values associated with in-place leases are amortized to depreciation and amortization expense over the remaining term of the associated lease. |
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The Company assesses the fair value of the leases at acquisition based upon estimated cash flow projections that utilize appropriate discount and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. To the extent acquired leases contain fixed rate renewal options that are below-market and determined to be material, the Company amortizes such below-market lease value into rental revenue over the renewal period. |
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Acquired real estate investments that do not meet the definition of a business combination are recorded at cost. Acquired real estate investments which are under construction are considered build-to-suit transactions and are also recorded at cost. In build-to-suit transactions, the Company engages a developer to construct a property or provide funds to a tenant to develop a property. The Company capitalizes the funds provided to the developer/tenant and the internal costs of interest and real estate taxes, if applicable, during the construction period. |
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Certain improvements are capitalized when they are determined to increase the useful life of the building. Depreciation is computed using the straight-line method over the shorter of the estimated useful life at acquisition of the capitalized item or 40 years for buildings, five to ten years for building equipment and fixtures, and the lesser of the useful life or the remaining lease term for tenant improvements and leasehold interests. Maintenance and repair expenditures are charged to expense as incurred. |
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In leasing space, the Company may provide funding to the lessee through a tenant allowance. In accounting for tenant allowances, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements, the Company capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of rental revenue. Factors considered during this evaluation usually include (i) who holds legal title to the improvements, (ii) evidentiary requirements concerning the spending of the tenant allowance, and (iii) other controlling rights provided by the lease agreement (e.g. unilateral control of the tenant space during the build-out process). Determination of the accounting for a tenant allowance is made on a case-by-case basis, considering the facts and circumstances of the individual tenant lease. |
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The Company also reviews the recoverability of the property’s carrying value when circumstances indicate a possible impairment of the value of a property. The review of recoverability is based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates consider factors such as changes in strategy resulting in an increased or decreased holding period, expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If management determines impairment exists due to the inability to recover the carrying value of a property, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property for properties to be held and used and for assets held for sale, an impairment loss is recorded to the extent that the carrying value exceeds the fair value less estimated cost to dispose. These assessments are recorded as an impairment loss in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the period the determination is made. The estimated fair value of the asset becomes its new cost basis. For a depreciable long-lived asset to be held and used, the new cost basis will be depreciated or amortized over the remaining useful life of that asset. |
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The Company did not record any impairment charges during the three months ended March 31, 2014 and 2013. |
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Investments In Joint Ventures [Policy Text Block] | ' |
Investments in Joint Ventures |
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The Company accounts for its investments in joint ventures under the equity method of accounting since it exercises significant influence, but does not unilaterally control the entities, and is not considered to be the primary beneficiary. In the joint ventures, the rights of the other investors are protective and participating. Unless the Company is determined to be the primary beneficiary, these rights preclude it from consolidating the investments. The investments are recorded initially at cost as an investment in joint ventures, and subsequently are adjusted for equity interest in net income (loss) and cash contributions and distributions. The amount of the investments on the Condensed Consolidated Balance Sheets is evaluated for impairment at each reporting period. None of the joint venture debt is recourse to the Company. As of March 31, 2014 and December 31, 2013, the Company had equity investments of $36,210 and $39,385 in unconsolidated joint ventures, respectively. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents |
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The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
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Restricted Cash [Policy Text Block] | ' |
Restricted Cash |
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The Company has restricted cash of $455 and $179 at March 31, 2014 and December 31, 2013, respectively, which includes cash held in escrow in connection with property acquisitions and reserves for certain capital improvements, leasing, interest and real estate tax and insurance payments as required by certain mortgage loan obligations. |
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Variable Interest Entities [Policy Text Block] | ' |
Variable Interest Entities |
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The Company had no consolidated VIEs as of March 31, 2014 or December 31, 2013. The following is a summary of the Company’s involvement with unconsolidated VIEs as of March 31, 2014: |
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| | Company carrying | | Company carrying | | Face value of | | Face value of liabilities | | | | | | | | | | |
| | value-assets | | value-liabilities | | assets held by the VIEs | | issued by the VIEs | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | |
Unconsolidated VIEs | | | | | | | | | | | | | | | | | | | | | | |
Retained CDO Bonds | | $ | 7,471 | | $ | - | | $ | 1,943,810 | | $ | 1,758,716 | | | | | | | | | | |
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The following is a summary of the Company’s involvement with unconsolidated VIEs as of December 31, 2013: |
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| | Company carrying | | Company carrying | | Face value of | | Face value of liabilities | | | | | | | | | | |
| | value-assets | | value-liabilities | | assets held by the VIEs | | issued by the VIEs | | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | | | | | | | |
Unconsolidated VIEs | | | | | | | | | | | | | | | | | | | | | | |
Retained CDO Bonds | | $ | 6,762 | | $ | - | | $ | 2,156,218 | | $ | 1,948,901 | | | | | | | | | | |
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Consolidated Vies [Policy Text Block] | ' |
Consolidated VIEs |
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Collateralized Debt Obligations |
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On March 15, 2013, as a result of the disposal of the Gramercy Finance segment as more fully described in Note 1, the Company deconsolidated three VIEs, the CDOs. The Company was the collateral manager of the three CDOs and in its capacity as collateral manager the Company made decisions related to the collateral that most significantly impacted the economic outcome of the CDOs, which was the basis upon which the Company concluded that it was the primary beneficiary of the CDOs prior to the Company’s disposal of the Gramercy Finance segment. In connection with the disposal of Gramercy Finance, the Company transferred the collateral management and sub-special servicing agreements for its three CDOs to CWCapital, thereby removing the Company as the collateral manager and its ability to make any and all decisions related to the collateral, including those that would most significantly impact the economic outcome of the CDOs. As of March 15, 2013, the Company had no continuing involvement with the collateral to the CDOs, and as a result, the Company determined that it was no longer the primary beneficiary of the CDOs, and therefore deconsolidated the CDOs. |
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Unconsolidated Vies [Policy Text Block] | ' |
Unconsolidated VIEs |
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Investment in Retained CDO Bonds |
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On March 15, 2013, the Company recognized an asset in Retained CDO Bonds, which represents the subordinate and equity interests in the CDOs, in connection with the disposal of the Gramercy Finance segment. The Company is not obligated to provide any financial support to these CDOs. The Company’s maximum exposure to loss is limited to its interest in the Retained CDO Bonds and the Company does not control the activities that most significantly impact the VIEs’ economic performance. |
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Assets Held For Sale [Policy Text Block] | ' |
Assets Held for Sale |
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As of March 31, 2014 and December 31, 2013, the Company had no assets classified as held for sale. Real estate investments to be disposed of are reported at the lower of carrying amount or estimated fair value, less costs to sell. Once an asset is classified as held-for-sale, depreciation expense is no longer recorded and current and prior periods are reclassified as discontinued operations. |
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Tenant and Other Receivables [Policy Text Block] | ' |
Tenant and Other Receivables |
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Tenant and other receivables are derived from management fees, rental revenue and tenant reimbursements. |
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Management fees, including incentive management fees, are recognized as earned in accordance with the terms of the management agreements. The management agreements may contain provisions for fees related to dispositions, administration of the assets including fees related to accounting, valuation and legal services, and management of capital improvements or projects on the underlying assets. |
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Rental revenue is recorded on a straight-line basis over the initial term of the lease. Since many leases provide for rental increases at specified intervals, straight-line basis accounting requires the Company to record a receivable, and include in revenues, unbilled rent receivables that will only be received if the tenant makes all rent payments required through the expiration of the initial term of the lease. Tenant and other receivables also include receivables related to tenant reimbursements for common area maintenance expenses and certain other recoverable expenses that are recognized as revenue in the period in which the related expenses are incurred. |
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Tenant and other receivables are recorded net of the allowances for doubtful accounts, which as of March 31, 2014 and December 31, 2013 were $311 and $449, respectively. The Company continually reviews receivables related to rent, tenant reimbursements, management fees, including incentive fees, and unbilled rent receivables and determines collectability by taking into consideration the tenant or asset management clients’ payment history, the financial condition of the tenant or asset management client, business conditions in the industry in which the tenant or asset management client operates and economic conditions in the area in which the property or asset management client is located. In the event that the collectability of a receivable is in doubt, the Company increases the allowance for doubtful accounts or records a direct write-off of the receivable. |
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Receivables From Servicing Advance [Policy Text Block] | ' |
Servicing Advances Receivable |
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Servicing advances receivable is comprised of the accrual for the reimbursement of servicing advances recognized as part of the disposal of Gramercy Finance in March 2013. The accrual for reimbursement of servicing advances incurred while the Company was the collateral manager of the CDOs includes expenses such as legal fees incurred to negotiate modifications and foreclosures on loan investments, professional fees incurred on certain loans, or fees for services such as appraisals obtained on real estate properties that served as collateral for loan investments. These reimbursement proceeds will be realized when the related assets within the CDOs are liquidated in accordance with the terms of the collateral management and sub-special servicing agreements, which were sold in connection with the disposal of Gramercy Finance. The Company has no control over the timing of the resolution of the related assets, however, the Company earns accrued interest at the prime rate for the time that these reimbursements are outstanding. For the three months ended March 31, 2014 and March 31, 2013, the Company received $6 and $0 of reimbursements, respectively. As of March 31, 2014 and December 31, 2013, the servicing advances receivable is $8,818 and $8,758, respectively. |
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The Company reviews the servicing advances receivable on a quarterly basis and determines collectability by reviewing the expected resolution and timing of the underlying assets of the CDOs. As of March 31, 2014, the Company has reviewed the outstanding servicing advances and has determined that all amounts are collectible. |
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Collateralized Debt Obligations Bonds [Policy Text Block] | ' |
Retained CDO Bonds |
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The Retained CDO Bonds are non-investment grade subordinate bonds, preferred shares and ordinary shares of three CDOs, which the Company retained subsequent to the disposal of Gramercy Finance. The Company considers these investments to be not of high credit quality and does not expect a full recovery of interest and principal. Therefore, the Company has suspended interest income accruals on these investments. On a quarterly basis, the Company evaluates the Retained CDO Bonds to determine whether significant changes in estimated cash flows or unrealized losses on these investments, if any, reflect a decline in value which is other-than-temporary. If there is a decrease in estimated cash flows and the investment is in an unrealized loss position, the Company will record an other-than-temporary impairment in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). To determine the component of the other-than-temporary impairment related to expected credit losses, the Company compares the amortized cost basis of the Retained CDO Bonds to the present value of the revised expected cash flows, discounted using the pre-impairment yield. Conversely, if the security is in an unrealized gain position and there is a decrease or significant increase in expected cash flows, the Company will prospectively adjust the yield using the effective yield method. |
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For the three months ended March 31, 2014, the Company did not recognize any other-than-temporary impairment on its Retained CDO Bonds. The Company’s Retained CDO Bonds have been in an unrealized loss position for less than twelve months. A summary of the Company’s Retained CDO Bonds as of March 31, 2014 is as follows: |
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Description | | Number of | | Face Value | | Amortized | | Gross Unrealized | | Other-than- | | Fair Value | | Weighted | |
Securities | Cost | Gain (Loss) | temporary | Average |
Available for Sale, Non-investment Grade: | | | | | | | | | | | | | | | | | | | | | | |
Retained CDO Bonds | | | 9 | | $ | 358,880 | | $ | 8,356 | | $ | -885 | | $ | - | | $ | 7,471 | | | 5.3 years | |
Total | | | 9 | | $ | 358,880 | | $ | 8,356 | | $ | -885 | | $ | - | | $ | 7,471 | | | 5.3 years | |
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The following table summarizes the activity related to credit losses on the Retained CDO Bonds for the three months ended March 31, 2014: |
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Balance as of December 31, 2013 of credit losses on Retained CDO Bonds for which a portion of an OTTI was recognized in other comprehensive income | | $ | 2,002 | | | | | | | | | | | | | | | | | | | |
Additions to credit losses: | | | | | | | | | | | | | | | | | | | | | | |
On Retained CDO Bonds for which an OTTI was not previously recognized | | | - | | | | | | | | | | | | | | | | | | | |
On Retained CDO Bonds for which an OTTI was previously recognized and a portion of an other-than-temporary impairment was recognized in other comprehensive income | | | - | | | | | | | | | | | | | | | | | | | |
On Retained CDO Bonds for which an OTTI was previously recognized without any portion of other-than-temporary impairment recognized in other comprehensive income | | | - | | | | | | | | | | | | | | | | | | | |
Reduction for credit losses: | | | - | | | | | | | | | | | | | | | | | | | |
On Retained CDO Bonds for which no other-than-temporary impairment was recognized in other comprehensive income at current measurement date | | | - | | | | | | | | | | | | | | | | | | | |
On Retained CDO Bonds sold during the period | | | - | | | | | | | | | | | | | | | | | | | |
On Retained CDO Bonds charged off during the period | | | - | | | | | | | | | | | | | | | | | | | |
For increases in cash flows expected to be collected that are recognized over the remaining life of the Retained CDO Bonds | | | - | | | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2014 of credit losses on Retained CDO Bonds for which a portion of an OTTI was recognized in other comprehensive income | | $ | 2,002 | | | | | | | | | | | | | | | | | | | |
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Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' |
Intangible Assets and Liabilities |
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The Company follows the acquisition method of accounting for business combinations. The Company allocates the purchase price of acquired properties to tangible and identifiable intangible assets acquired based on their respective fair values. Tangible assets include land, buildings and improvements on an as-if vacant basis. The Company utilizes various estimates, processes and information to determine the as-if vacant property value. Estimates of value are made using customary methods, including data from appraisals, comparable sales, discounted cash flow analyses and other methods. Identifiable intangible assets include amounts allocated to acquired leases for above- and below-market lease rates and the value of in-place leases. Management also considers information obtained about each property as a result of its pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets and liabilities acquired. |
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Above-market and below-market lease values for properties acquired are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between the contractual amount to be paid pursuant to each in-place lease and management’s estimate of the fair market lease rate for each such in-place lease, measured over a period equal to the remaining non-cancelable term of the lease. The above-market lease values are amortized as a reduction of rental revenue over the remaining non-cancelable terms of the respective leases. The below-market lease values are amortized as an increase to rental revenue over the initial term of the respective leases. If a tenant terminates its lease prior to its contractual expiration and no future rental payments will be received, any unamortized balance of the market lease intangibles will be written off to rental revenue. |
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The aggregate value of intangible assets related to in-place leases is primarily the difference between the property valued with existing in-place leases adjusted to market rental rates and the property valued as-if vacant. Factors considered by management in its analysis of the in-place lease intangibles include an estimate of carrying costs during the expected lease-up period for each property, taking into account current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the anticipated lease-up period, which is expected to average six months. |
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Management also estimates costs to execute similar leases including leasing commissions and other related expenses. The value of in-place leases is amortized to depreciation and amortization expense over the remaining non-cancelable term of the respective leases. In no event does the amortization period for intangible assets exceed the remaining depreciable life of the building. If a tenant terminates its lease prior to its contractual expiration and no future rental payments will be received, any unamortized balance of the in-place lease intangible will be written off to depreciation and amortization expense. |
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The Company recorded $756 and $95 of amortization of intangible assets as part of depreciation and amortization, including $0 and $3 within discontinued operations for the three months ended March 2014 and 2013, respectively. The Company recorded $142 and $10 of amortization of intangible assets and liabilities as a net increase to rental revenue, including $0 and $34 within discontinued operations for the three months ended March 31, 2014 and 2013, respectively. |
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Intangible assets and acquired lease obligations consist of the following: |
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| | March 31, | | December 31, | | | | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | | | | |
Intangible assets: | | | | | | | | | | | | | | | | | | | | | | |
In-place leases, net of accumulated amortization of $2,074 and $1,318 | | $ | 33,411 | | $ | 32,773 | | | | | | | | | | | | | | | | |
Above-market leases, net of accumulated amortization of $516 and $278 | | | 8,134 | | | 8,187 | | | | | | | | | | | | | | | | |
Total intangible assets | | $ | 41,545 | | $ | 40,960 | | | | | | | | | | | | | | | | |
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Intangible liabilities: | | | | | | | | | | | | | | | | | | | | | | |
Below-market leases, net of accumulated amortization of $396 and $300 | | $ | 5,939 | | $ | 6,077 | | | | | | | | | | | | | | | | |
Total intangible liabilities | | $ | 5,939 | | $ | 6,077 | | | | | | | | | | | | | | | | |
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The following table provides the weighted-average amortization period as of March 31, 2014 for intangible assets and liabilities and the projected amortization expense for the next five years. |
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| | Weighted- | | April 1 to | | 2015 | | 2016 | | 2017 | | 2018 | | | | |
Average | Demember 31, | | | |
Amortization | 2014 | | | |
Period | | | | |
In-place leases | | | 12 | | $ | 2,329 | | $ | 3,105 | | $ | 3,105 | | $ | 3,105 | | $ | 3,105 | | | | |
Total to be included in depreciation and amortization expense | | | | | $ | 2,329 | | $ | 3,105 | | $ | 3,105 | | $ | 3,105 | | $ | 3,105 | | | | |
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Above-market lease assets | | | 10.2 | | $ | 657 | | $ | 876 | | $ | 876 | | $ | 876 | | $ | 876 | | | | |
Below-market lease liabilities | | | 13.1 | | | -368 | | | -491 | | | -491 | | | -491 | | | -491 | | | | |
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Total to be included as a reduction to rental revenue | | | | | $ | 289 | | $ | 385 | | $ | 385 | | $ | 385 | | $ | 385 | | | | |
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Deferred Charges, Policy [Policy Text Block] | ' |
Deferred Costs |
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Deferred costs include deferred financing costs that represent commitment fees, legal and other third-party costs associated with obtaining commitments for financing which result in a closing of such financing. These costs are amortized over the terms of the respective agreements and the amortization is reflected as interest expense. Unamortized deferred financing costs are expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined that the financing will not close. |
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The Company has deferred certain expenditures related to the leasing of certain properties. Direct costs of leasing are deferred and amortized over the terms of the underlying leases. |
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Other Assets [Policy Text Block] | ' |
Other Assets |
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The Company makes payments for certain expenses such as insurance and property taxes in advance of the period in which it receives the benefit. These payments are classified as other assets and amortized over the respective period of benefit relating to the contractual arrangement. The Company also escrows deposits related to pending acquisitions and financing arrangements, as required by a seller or lender, respectively. Costs prepaid in connection with securing financing for a property are reclassified into deferred financing costs at the time the transaction is completed. |
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Other assets are also comprised of capitalized software costs related to software purchased for internal use. The costs are amortized into expense on a straight-line basis over the assets' estimated useful life, which is generally three years. As of March 31, 2014 and December 31, 2013, the Company had $1,155 and $705 of unamortized computer software costs, respectively. The Company recorded amortization expense of $108 and $0 on capitalized software costs during the three months ended March 31, 2014 and 2013, respectively. |
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The following table provides the weighted-average amortization period as of March 31, 2014 for capitalized software and the projected amortization expense for the next five years. |
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| | Weighted-Average | | April 1 to December | | 2015 | | 2016 | | 2017 | | 2018 | | | | |
Amortization Period | 31, 2014 | | | |
Capitalized software costs (1) | | | 2.8 | | $ | 325 | | $ | 433 | | $ | 397 | | $ | - | | $ | - | | | | |
Total to be included in depreciation and amorization expense | | | | | $ | 325 | | $ | 433 | | $ | 397 | | $ | - | | $ | - | | | | |
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| -1 | The Company may capitalize additional costs incurred related to the purchase of internal use software during 2014. | | | | | | | | | | | | | | | | | | | | |
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Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Valuation of Financial Instruments |
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At December 31, 2013 and March 31, 2014, the Company measured financial instruments, including Retained CDO Bonds and derivative instruments on a recurring basis. |
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ASC 820-10, “Fair Value Measurements and Disclosures,” among other things, establishes a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, fair values are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and will require a lesser degree of judgment to be utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing observability and will require a higher degree of judgment to be utilized in measuring fair value. Pricing observability is generally affected by such items as the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and overall market conditions. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value amounts. |
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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or an exit price. The level of pricing observability generally correlates to the degree of judgment utilized in measuring the fair value of financial instruments. |
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The three broad levels defined are as follows: |
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Level I — This level is comprised of financial instruments that have quoted prices that are available in active markets for identical assets or liabilities. The types of financial instruments included in this category are highly liquid instruments with actively quoted prices. |
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Level II — This level is comprised of financial instruments that have pricing inputs other than quoted prices in active markets that are either directly or indirectly observable. The nature of these financial instruments includes instruments for which quoted prices are available but traded less frequently and instruments that are fair valued using other financial instruments, the parameters of which can be directly observed. |
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Level III — This level is comprised of financial instruments that have little to no pricing observability as of the reported date. These financial instruments do not have active markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment and assumptions. Instruments that are generally included in this category are derivatives, whole loans, subordinate interests in whole loans and mezzanine loans. |
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For a further discussion regarding the measurement of financial instruments see Note 9, “Fair Value of Financial Instruments.” |
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Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition |
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Real Estate Investments |
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Rental revenue from leases is recognized on a straight-line basis regardless of when payments are contractually due. Certain lease agreements also contain provisions that require tenants to reimburse the Company for real estate taxes, common area maintenance costs and the amortized cost of capital expenditures with interest. Such amounts are included in both revenues and operating expenses when the Company is the primary obligor for these expenses and assumes the risks and rewards of a principal under these arrangements. Under leases where the tenant pays these expenses directly, such amounts are not included in revenues or expenses. |
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Deferred revenue represents rental revenue and management fees received prior to the date earned. Deferred revenue also includes rental payments received in excess of rental revenues recognized as a result of straight-line basis accounting. |
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Other income includes fees paid by tenants to terminate their leases, which are recognized when fees due are determinable, no further actions or services are required to be performed by the Company, and collectability is reasonably assured. In the event of early termination, the unrecoverable net book values of the assets or liabilities related to the terminated lease are recognized as depreciation and amortization expense in the period of termination. |
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The Company recognizes sales of real estate properties only upon closing. Payments received from purchasers prior to closing are recorded as deposits. Profit on real estate sold is recognized using the full accrual method upon closing when the collectability of the sale price is reasonably assured and the Company is not obligated to perform significant activities after the sale. Profit may be deferred in whole or part until the sale meets the requirements of profit recognition on sale of real estate. |
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Asset Management Business |
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The management agreements may contain provisions for fees related to dispositions, administration of the assets including fees related to accounting, valuation and legal services, and management of capital improvements or projects on the underlying assets. |
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Certain of the Company’s asset management contracts include provisions that may allow it to earn additional fees, generally described as incentive fees or profit participation interests, based on the achievement of a targeted valuation of the managed assets or the achievement of a certain internal rate of return on the managed assets. The Company recognizes incentive fees on its asset management contracts based upon the amount that would be due pursuant to the contract, if the contract were terminated at the reporting date. If the contact may be terminated at will, revenue will only be recognized to the amount that would be due pursuant to that termination. If the incentive fee is a fixed amount, only a proportionate share of revenue is recognized at the reporting date, with the remaining fees recognized on a straight-line basis over the measurement period. The values of incentive management fees are periodically evaluated by management. |
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In December 2013, the Company executed an Amended and Restated Asset Management Services Agreement, or Management Agreement, with an affiliate of KBS Real Estate Investment Trust, Inc., or KBS. The Management Agreement provides for a base management fee of $7,500 per year plus the reimbursement of certain administrative and property related expenses as provided therein. The term of the Management Agreement will continue to December 31, 2016 (with a one year extension option exercisable by KBS), unless earlier terminated as therein provided, and also provides incentive fees in the form of profit participation ranging from 10% – 30% of incentive profits earned on sales. |
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Prior to December 1, 2013, the Company provided KBS asset management services for a base management fee of $9,000 per year, reimbursement of all property related expenses, and an incentive fee. |
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For the three months ended March 31, 2014 and 2013, the Company recognized incentive fees of $635 and $287, respectively. |
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Rent Expense [Policy Text Block] | ' |
Rent Expense |
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Rent expense is recognized on a straight-line basis regardless of when payments are due. Accounts payable and accrued expenses in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2014 and December 31, 2013 and includes an accrual for rental expense recognized in excess of amounts due at that time. Rent expense related to leasehold interests is included in property operating expenses, and rent expense related to office rentals is included in management, general and administrative expense. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation Plans |
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The Company has a stock-based compensation plan, described more fully in Note 11. The Company accounts for this plan using the fair value recognition provisions. The Company uses the Black-Scholes option-pricing model to estimate the fair value of a stock option award. This model requires inputs such as expected term, expected volatility, and risk-free interest rate. Further, the forfeiture rate also impacts the amount of aggregate compensation cost. These inputs are highly subjective and generally require significant analysis and judgment to develop. |
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Compensation cost for stock options, if any, is recognized ratably over the vesting period of the award. The Company’s policy is to grant options with an exercise price equal to the quoted closing market price of its stock on the business day preceding the grant date. Awards of stock or restricted stock are expensed as compensation over the benefit period. For the three months ended March 31, 2014 and 2013, basic EPS was determined by dividing net income allocable to common stockholders for the applicable period by the weighted-average number of shares of common stock outstanding during such period. Net income during the applicable period is also allocated to the time-based unvested restricted stock as these grants are entitled to receive dividends and are therefore considered a participating security. Time-based unvested restricted stock is not allocated net losses and/or any excess of dividends declared over net income; such amounts are allocated entirely to the common stockholders other than the holders of time-based unvested restricted stock. As of March 31, 2014, and December 31, 2013, the Company had 596,445 and 678,784 weighted-average unvested restricted shares outstanding. |
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The fair value of each stock option granted is estimated on the date of grant for options issued to employees, and quarterly awards to non-employees, using the Black-Scholes option pricing model with the following weighted average assumptions for grants in 2014 and 2013. |
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| | 2014 | | | 2013 | | | | | | | | | | | | | | | |
Dividend yield | | | 2.5 | % | | | 5.5 | % | | | | | | | | | | | | | | |
Expected life of option | | | 5.0 years | | | | 5.0 years | | | | | | | | | | | | | | | |
Risk-free interest rate | | | 1.81 | % | | | 0.72 | % | | | | | | | | | | | | | | |
Expected stock price volatility | | | 41 | % | | | 53 | % | | | | | | | | | | | | | | |
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Derivatives, Policy [Policy Text Block] | ' |
Derivative Instruments |
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In the normal course of business, the Company is exposed to the effect of interest rate changes and limits these risks by following established risk management policies and procedures including the use of derivatives. The Company uses a variety of derivative instruments to manage, or hedge, interest rate risk. The Company requires that hedging derivative instruments be effective in reducing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying for hedge accounting. Instruments that meet these hedging criteria are formally designated as hedges at the inception of the derivative contract. The Company uses a variety of commonly used derivative products that are considered “plain vanilla” derivatives. These derivatives typically include interest rate swaps, caps, collars and floors. The Company expressly prohibits the use of unconventional derivative instruments and using derivative instruments for trading or speculative purposes. Further, the Company has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors. |
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The Company may from time to time use derivative instruments in connection with the private placement of equity. In March 2014, the Company issued Exchangeable Senior Notes, which are exchangeable, under certain circumstances, for cash, for shares of the Company’s common stock or for a combination of cash and shares of the Company’s common stock, in accordance with the terms of the Notes, as described in Note 6. The embedded exchange option value of the Notes is recorded as a derivative at March 31, 2014, pursuant to NYSE share-settlement limitations. The exchange option value is not a hedging instrument. In October 2013, the Company entered into contingent value rights agreements, or CVR agreements, with the share purchasers. Pursuant to each CVR Agreement, the Company issued to each purchaser the number of contingent value rights, or CVRs, equal to the number of common stock purchased. The CVRs were not designated as hedge instruments. The CVRs did not qualify, nor did the Company intend for these instruments to qualify, as hedging instruments. On March 25, 2014, the CVR agreements expired with no value. |
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Derivatives that are not hedges must be adjusted to fair value through income. If a derivative is a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability or firm commitment through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. Derivative accounting may increase or decrease reported net income and stockholders’ equity prospectively, depending on future levels of LIBOR, swap spreads and other variables affecting the fair values of derivative instruments and hedged items, but will have no effect on cash flows, provided the contract is carried through to full term. |
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All hedges held by the Company are deemed effective based upon the hedging objectives established by the Company’s corporate policy governing interest rate risk management. The effect of the Company’s derivative instruments on its financial statements is discussed more fully in Note 10. |
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Income Tax, Policy [Policy Text Block] | ' |
Income Taxes |
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The Company elected to be taxed as a REIT, under Sections 856 through 860 of the Internal Revenue Code, beginning with its taxable year ended December 31, 2004. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its ordinary taxable income, to stockholders. As a REIT, the Company generally will not be subject to U.S. federal income tax on taxable income that the Company distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will then be subject to U.S. federal income taxes on taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for U.S. federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distributions to stockholders. However, the Company believes that it will be organized and operate in such a manner as to qualify for treatment as a REIT and the Company intends to operate in the foreseeable future in such a manner so that it will qualify as a REIT for U.S. federal income tax purposes. The Company is subject to certain state and local taxes. The Company’s TRSs are subject to federal, state and local taxes. |
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For the three months ended March 31, 2014 and 2013, the Company recorded $369 and $2,920 of income tax expense, including $0 and $2,515 within discontinued operations, respectively. Tax expense for each year is comprised of federal, state and local taxes. Income taxes, primarily related to the Company’s TRSs, are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided if the Company believes it is more likely than not that all or a portion of a deferred tax asset will not be realized. Any increase or decrease in a valuation allowance is included in the tax provision when such a change occurs. |
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The Company’s policy for interest and penalties, if any, on material uncertain tax positions recognized in the financial statements is to classify these as interest expense and operating expense, respectively. As of March 31, 2014 and 2013, the Company did not incur any material interest or penalties. |
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Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings Per Share |
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The Company presents both basic and diluted earnings per share, or EPS. Basic EPS excludes dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, as long as their inclusion would not be anti-dilutive. The conversion of Exchangeable Senior Notes was not included in the computation of diluted earnings per share because the conversion is anti-dilutive. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' |
Concentrations of Credit Risk |
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Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash investments, debt investments and accounts receivable. The Company places its cash investments in excess of insured amounts with high quality financial institutions. |
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One asset management client, KBS, accounted for 67% and 68% of the Company’s management fee income for the three months ended March 31, 2014 and 2013, respectively. One tenant accounted for 19% and 46% of the Company’s rental revenue for the three months ended March 31, 2014 and 2013, respectively. |
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Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
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New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Pronouncements |
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In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which revises the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have, or will have, a major effect on an entity's operations and financial results, removing the lack of continuing involvement criteria and requiring discontinued operations reporting for the disposal of an equity method investment that meets the definition of discontinued operations. This guidance also requires expanded disclosures for discontinued operations, including disclosure of pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The update is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. As permitted, the Company has elected to early adopt the updated standard, however the adoption did not impact the Company’s Financial Statements as the Company does not have any qualifying disposals or assets held-for-sale for the three months ended March 31, 2014. |
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