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Acquisitions
6 Months Ended
Jun. 30, 2017
Acquisitions  
Acquisitions

3.  Acquisitions and Dispositions

 

Investing and Servicing Segment Property Portfolio

 

During the three and six months ended June 30, 2017, our Investing and Servicing Segment acquired the net equity of a commercial real estate property from a CMBS trust for $19.0 million.  This property, aggregated with the controlling interests in 24 commercial real estate properties acquired from CMBS trusts during the years ended December 31, 2015 and 2016 for an aggregate acquisition price of $268.5 million, comprise the Investing and Servicing Segment Property Portfolio (the “REO Portfolio”).  When the properties are acquired from CMBS trusts that are consolidated as VIEs on our balance sheet, the acquisitions are reflected as repayment of debt of consolidated VIEs in our condensed consolidated statements of cash flows. 

 

We applied the provisions of ASC 805, Business Combinations, in accounting for the REO Portfolio acquisitions. No goodwill was recognized in connection with the REO Portfolio acquisitions as the purchase prices did not exceed the fair values of the net assets acquired. A bargain purchase gain of $0.6 million and $8.8 million was recognized within change in net assets related to consolidated VIEs in our condensed consolidated statement of operations for the three and six months ended June 30, 2017 and the year ended December 31, 2016, respectively, as the fair value of the net assets acquired for certain properties exceeded the purchase price.

 

During the six months ended June 30, 2017, in accordance with ASU 2015-16, Business Combinations (Topic 805) – Simplifying the Accounting for Measurement-Period Adjustments, we adjusted our initial provisional estimates of the acquisition date fair values of the identified assets acquired and liabilities assumed for a certain property acquired within the REO Portfolio during the year ended December 31, 2016 to reflect new information obtained regarding facts and circumstances that existed at the acquisition date. The following table summarizes the measurement period adjustment applied to the initial provisional acquisition date balance sheet (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

2016 Acquisition Adjustment

 

 

    

Measurement

    

 

 

Initial

 

Period

 

Adjusted

Assets acquired:

Amounts

 

Adjustment

 

Amounts

Properties

$

12,087

 

$

660

 

$

12,747

Intangible assets

 

4,270

 

 

(802)

 

 

3,468

Other assets

 

97

 

 

 —

 

 

97

Total assets acquired

 

16,454

 

 

(142)

 

 

16,312

Liabilities assumed:

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

1,539

 

 

(142)

 

 

1,397

Total liabilities assumed

 

1,539

 

 

(142)

 

 

1,397

Non-controlling interests

 

3,084

 

 

 —

 

 

3,084

Net assets acquired

$

11,831

 

$

 —

 

$

11,831

 

The net income effect associated with the measurement period adjustment during the six months ended June 30, 2017 was immaterial.

 

During the three and six months ended June 30, 2017, we sold two properties within the Investing and Servicing Segment for $14.7 million, recognizing a $5.1 million gain on sale within gain on sale of investments and other assets in our condensed consolidated statements of operations.

 

Medical Office Portfolio

 

The Medical Office Portfolio is comprised of 34 medical office buildings acquired for a purchase price of $758.8 million during the year ended December 31, 2016.  These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. No goodwill or bargain purchase gains were recognized in connection with the Medical Office Portfolio acquisition as the purchase price equaled the fair value of the net assets acquired.

 

Woodstar Portfolio

 

The Woodstar Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar Portfolio with the final 14 communities acquired during the year ended December 31, 2016 for an aggregate acquisition price of $421.5 million.  We assumed federal, state and county sponsored financing and other debt in connection with this acquisition.

 

No goodwill was recognized in connection with the Woodstar Portfolio acquisition as the purchase price did not exceed the fair value of the net assets acquired.  A bargain purchase gain of $8.4 million was recognized within other income, net in our consolidated statement of operations for the year ended December 31, 2016 as the fair value of the net assets acquired exceeded the purchase price due to favorable changes in net asset fair values occurring between the date the purchase price was negotiated and the closing date.

 

Ireland Portfolio

 

The Ireland Portfolio was initially comprised of 12 net leased fully occupied office properties and one multi-family property all located in Dublin, Ireland, which the Company acquired during the year ended December 31, 2015.  The Ireland Portfolio, which collectively is comprised of approximately 600,000 square feet, included total assets of $518.2 million and assumed debt of $283.0 million at acquisition. Following our acquisition, all assumed debt was immediately extinguished and replaced with new financing of $328.6 million from the Ireland Portfolio Mortgage (as set forth in Note 9).  No goodwill or bargain purchase gain was recognized in connection with the Ireland Portfolio acquisition as the purchase price equaled the fair value of the net assets acquired.

 

During the three and six months ended June 30, 2017, we sold one office property within the Ireland Portfolio for $3.9 million, recognizing an immaterial gain on sale within gain on sale of investments and other assets in our condensed consolidated statements of operations.

 

Purchase Price Allocations of Acquisitions

 

We applied the provisions of ASC 805, Business Combinations, in accounting for the 2017 REO Portfolio acquisition.  In doing so, we have recorded all identifiable assets acquired and liabilities assumed as of the acquisition date.  These amounts are provisional and may be adjusted during the measurement period, which expires no later than one year from the acquisition date, if new information is obtained that, if known, would have affected the amounts recognized as of the acquisition date.

 

The following table summarizes the identified assets acquired and liabilities assumed as of the acquisition date (amounts in thousands):

 

 

 

 

 

 

 

2017

 

    

REO

Assets acquired:

 

Portfolio

Properties

 

$

18,301

Intangible assets

 

 

1,917

Other assets

 

 

 1

Total assets acquired

 

 

20,219

Liabilities assumed:

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

567

Total liabilities assumed

 

 

567

Net assets acquired

 

$

19,652