Variable Interest and Unconsolidated Entities (Tables)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Aggregate Carrying Amount and Major Classifications of Consolidated Assets and Liabilities

The aggregate carrying amount and major classifications of the consolidated assets that can be used to settle obligations of the VIEs and liabilities of the consolidated VIEs that are non-recourse to the Company are as follows (in thousands):


7.	Variable Interests and Unconsolidated Entities (continued):



	December 31,
	2016		2015
Assets
Real estate investment properties, net	$	55,941	$	58,832
Other assets	5,320		6,578
Liabilities
Mortgages and other notes payable	18,628		19,503
Other liabilities	1,340		792

Allocation of Purchase Price and Estimated Fair Values of the Assets Acquired and Liabilities Assumed

The following summarizes the allocation of the estimated fair values of the assets acquired and liabilities assumed as of April 1, 2016 (in thousands):



Land and land improvements	$	14,208
Buildings and building improvements	74,253
Intangibles ⁽¹⁾	9,449
Cash assumed	11,861
Working capital, net	(267		)
Net assets upon acquisitions of 20% non-controlling interest and consolidation	$	109,504

FOOTNOTES:

(1) Intangibles were comprised of approximately $13.7 million, $3.1 million and $(7.4) million of in-place lease, above-market lease and below-market lease intangible assets (liabilities), respectively.

Gain from Change in Control in the Equity Method Investment

The following summarizes the gain that resulted from the change of control in the unconsolidated equity method investment for the year ended December 31, 2016 (in thousands):



Fair value of new assets upon acquisition of 20% non-controlling interest and consolidation	$	109,504
Less: Investment in unconsolidated entity	(79,479		)
Gain on purchase of controlling interest of investment in unconsolidated entity	$	30,025

Summarized Operating Data of Unconsolidated Entities

The following tables present financial information for the Company’s unconsolidated entities for the years ended December 31, 2016, 2015 and 2014 (in thousands):

Summarized operating data:



	Year Ended December 31, 2016
	Intrawest Venture⁽¹⁾
Revenues	$	4,743
Property operating expenses	(2,683		)
Depreciation and amortization	(784		)
Interest expense and other income (expense)	(379		)
Net income	$	897
Loss allocable to other venture partners⁽³⁾	$	(410	)	⁽⁴⁾
Income allocable to the Company⁽³⁾	$	1,307
Amortization of capitalized costs	(17		)
Equity in earnings on unconsolidated entities	$	1,290
Distribution declared to the Company	$	1,423
Distributions received by the Company	$	1,074



	Year Ended December 31, 2015
	DMC Partnership⁽²⁾			Intrawest Venture				Total
Revenues	$	10,743		$	18,778			$	29,521
Property operating expenses	(173		)	(11,114		)		(11,287		)
Depreciation and amortization	(3,038		)	(4,160		)		(7,198		)
Interest expense and other income (expense)	(1,555		)	(1,328		)		(2,883		)
Net income	$	5,977		$	2,176			$	8,153
Income (loss) allocable to other venture partners⁽³⁾	$	3,477		$	(1,611	)	⁽⁴⁾	$	1,866
Income allocable to the Company⁽³⁾	$	2,500		$	3,787			$	6,287
Amortization of capitalized costs	(25		)	(109		)		(134		)
Equity in earnings on unconsolidated entities	$	2,475		$	3,678			$	6,153
Distribution declared to the Company	$	3,698		$	7,218			$	10,916
Distributions received by the Company	$	6,558		$	6,529			$	13,087


7.	Variable Interests and Unconsolidated Entities (continued):



	Year Ended December 31, 2014
	DMC Partnership			Intrawest Venture				Total
Revenues	$	28,519		$	19,856			$	48,375
Property operating expenses	(776		)	(10,744		)		(11,520		)
Depreciation and amortization	(9,114		)	(6,005		)		(15,119		)
Interest expense	(8,175		)	(5,408		)		(13,583		)
Interest and other income (expense)	(35		)	132				97
Net income (loss)	$	10,419		$	(2,169	)		$	8,250
Income (loss) allocable to other venture partners⁽³⁾	$	1,602		$	(1,612	)	⁽⁴⁾	$	(10	)
Income (loss) allocable to the Company⁽³⁾	$	8,817		$	(557	)		$	8,260
Amortization of capitalized costs	(298		)	(209		)		(507		)
Equity in earnings (loss) on unconsolidated entities	$	8,519		$	(766	)		$	7,753
Distribution declared to the Company	$	11,345		$	2,277			$	13,622
Distributions received by the Company	$	11,345		$	2,152			$	13,497

FOOTNOTES:


(1)	In April 2016, the Company acquired its co-venture partner's 20% interest in the Intrawest Venture. Amounts presented reflect activity for the period January 1, 2016 through March 31, 2016.


(2)	On April 29, 2015, the Company completed the sale of its interest in the DMC Partnership as described above. As such, the summarized operating data for the partnership is reported through April 29, 2015.


(3)	Income was allocated between the Company and its venture partners using the hypothetical liquidation book value (“HLBV”) method of accounting.


(4)	This amount represents the venture partner’s portion of interest expense on a loan which the partners made to the venture prior to the Company's acquisition of the partner's 20% interest in the Intrawest Venture.

Summarized Balance Sheet Data of Unconsolidated Entities

Summarized balance sheet data



	As of December 31, 2015
	Intrawest Venture⁽¹⁾
Real estate assets, net	$	66,493
Other assets	15,495
Mortgages and other notes payable	11,100
Other liabilities	16,552
Partners’ capital	54,336
Carrying amount of investment⁽²⁾	73,434
Company’s ownership percentage⁽²⁾	80.0		%

FOOTNOTES:


(1)	As described above, the Company acquired the remaining 20% interest in the Intrawest Venture in April 2016.


(2)	As of December 31, 2015, the Company’s share of partners’ capital determined under HLBV was approximately $71.4 million and the total difference between the carrying amount of the investment and the Company’s share of partners’ capital determined under HLBV was approximately $2.0 million.

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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