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Net Gain on Change in Control of Interests Net Gain on Change in Control of Interests
12 Months Ended
Dec. 31, 2014
Net Gain on Change in Control of Interests [Abstract]  
Net Gain on Change in Control of Interests [Text Block]
Net Gain on Change in Control of Interests
The net gain on change in control of interests is comprised of the following:
 
 
Year Ended
11 Months Ended
Year Ended
 
 
December 31, 2014
December 31, 2013
January 31, 2013
 
 
(in thousands)
Bayside Village (Apartment Community)
San Francisco, California
$
191,199

$

$

Boulevard Mall (Regional Mall)
Amherst, New York
36,702



Other
2,759

2,762

8,351

 
 
$
230,660

$
2,762

$
8,351


Bayside Village
During the three months ended December 31, 2014, the Company and its existing partner which owns Bayside Village entered into an amendment to its partnership agreement whereby the rights to manage and control the day-to-day activities were transferred to the Company. The amendment was done to accommodate the request of the Company’s current partner, who was in the process of donating its entire ownership interest to an unrelated third party that would be a passive investor. Prior to this agreement, the Company owned 50% and had accounted for the property under the equity method of accounting, as the Company’s partner managed the operations of the property and there was joint control of the key decisions. The property is adequately capitalized and does not contain the characteristics of a VIE. Based on the lack of substantive participating rights held by the new outside partner, the Company concluded it appropriate to fully consolidate the entity. The Company remeasured its equity interest in the property, as required by the accounting guidance, at fair value (based upon the income approach using current rents and market discount rates) and recorded a net gain on change in control of interests of $191,199,000 during the year ended December 31, 2014. The consolidation resulted in increases to the Consolidated Balance Sheet of $436,700,000 to real estate, net, $44,300,000 to investments in and advances to unconsolidated entities, $5,300,000 to other assets, $126,900,000 to mortgage debt and notes payable, nonrecourse and $168,252,000 to noncontrolling interest.
Boulevard Mall
During the three months ended December 31, 2014, the Company acquired its partner’s 50% equity ownership interest in Boulevard Mall for $9,000,000. The purchase price, in the form of a note payable, is due no later than February 2017, was recorded at its estimated net present value. Prior to the acquisition, the Company owned 50% and had accounted for the property under the equity method of accounting. The Company now owns 100% of the property and has concluded it appropriate to consolidate the asset. As a result the Company remeasured its equity interest in the property, as required by the accounting guidance, at fair value (based upon the income approach using current rents and market discount rates) and recorded a net gain on change in control of interests of $36,702,000 during the year ended December 31, 2014. The consolidation resulted in increases to the Consolidated Balance Sheet of $106,300,000 to real estate, net, $26,200,000 to investments in and advances to unconsolidated entities, $17,000,000 to other assets and $100,800,000 to mortgage debt and notes payable, nonrecourse.
Pro Forma Information
The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2014 and the 11 months ended December 31, 2013, as if the gains on change in control related to Bayside Village and Boulevard Mall were effective February 1, 2013. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the transactions had been effective as set forth above, nor do they purport to represent the Company’s results of operations for future periods. The qualitative and quantitative effect to the pro forma operating data related to the remaining gains on change in control of interests described in the table above was not material.
 
Year Ended December 31, 2014
Pro Forma Adjustments
Pro Forma Year Ended December 31, 2014
 
(in thousands, except per share data)
Pro forma revenues
$
966,052

$
40,721

$
1,006,773

Pro forma earnings (loss) from continuing operations
$
(34,032
)
$
13,638

$
(20,394
)
Pro forma net earnings (loss) attributable to common shareholders
$
(7,595
)
$
775

$
(6,820
)
 
 
 
 
Weighted average shares outstanding - Diluted
198,480,783

 
198,480,783

Diluted net loss attributable to common shareholders
$
(0.04
)
 
$
(0.03
)
 
11 Months Ended December 31, 2013
Pro Forma Adjustments
Pro Forma 11 Months Ended December 31, 2013
 
(in thousands, except per share data)
Pro forma revenues
$
998,272

$
39,819

$
1,038,091

Pro forma earnings (loss) from continuing operations
$
(50,591
)
$
9,963

$
(40,628
)
Pro forma net earnings (loss) attributable to common shareholders
$
(5,492
)
$
1,427

$
(4,065
)
 
 
 
 
Weighted average shares outstanding - Diluted
198,696,729

 
198,696,729

Diluted net loss attributable to common shareholders
$
(0.03
)
 
$
(0.02
)