XML 13 R39.htm IDEA: XBRL DOCUMENT v3.2.0.727
Net Gain on Change in Control of Interests (Tables)
6 Months Ended
Jun. 30, 2015
Net Gain on Change in Control of Interests [Abstract]  
Schedule of Net Gain on Change in Control of Interests
The following table summarizes the net gain on change in control of interests.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2015
2014
 
2015
2014
 
 
(in thousands)
University Park at MIT
Cambridge, Massachusetts
$
463,643

$

 
$
463,643

$

Apartment Communities:
 
 
 
 
 
 
Cherry Tree
Strongsville, Ohio
7,391


 
7,391


Chestnut Lake
Strongsville, Ohio
8,525


 
8,525


Stratford Crossing
Wadsworth, Ohio
8,125


 
8,125


Other


 

2,759

Total
$
487,684

$

 
$
487,684

$
2,759

Schedule of Fair Value of Acquisition
The fair value of the acquisition was allocated as follows. All amounts are presented in thousands.
Real Estate, net
$
1,121,786

Restricted cash
17,235

Notes and accounts receivable, net
1,801

Other assets (1)
103,804

 
1,244,626

Mortgage debt and notes payable, nonrecourse
(363,147
)
Accounts payable, accrued expenses and other liabilities (2)
(94,214
)
Net Assets Acquired
$
787,265

Schedule of Consideration
Net gain on change in control of interests
$
463,643

Carrying value of previously held equity interests
(62,534
)
Fair value of previously held equity interests (3)
401,109

Cash paid
386,156

Total consideration
$
787,265

(1)
Primarily consists of $78,000 of in-place leases and $20,000 of below-market ground leases with weighted-average lives of 3.6 years and 60 years, respectively.
(2)
Primarily consists of $49,000 of below-market tenant leases and $24,000 of above-market ground leases with weighted-average lives of 3.6 years and 58 years, respectively.
(3)
The significant assumptions used to value the previously held equity interests in the MIT Assets were determined to be Level 3 inputs. The weighted-average discount rate applied to cash flows and the weighted-average terminal capitalization rate were 7.0% and 6.0%, respectively.
Schedule of Pro Forma Information
The qualitative and quantitative effect to the pro forma operating data related to the remaining acquisitions described in the table above was not material.
 
 
Pro Forma Adjustments
 
 
Six Months Ended
June 30, 2015
Remove: Net Gain on Change in Control
 of Interests (1)
Other
Pro Forma Adjustments (2)
Pro Forma
Six Months Ended
June 30, 2015
 
(in thousands, except per share data)
Revenues
$
496,841

$

$
43,742

$
540,583

Earnings (loss) from continuing operations
$
246,072

$
(283,828
)
$
(15,211
)
$
(52,967
)
Net earnings (loss) attributable to common shareholders
$
249,547

$
(283,828
)
$
(15,211
)
$
(49,492
)
 
 
 
 
 
Weighted average shares outstanding - Basic
218,254,445

 
 
218,254,445

Net earnings (loss) attributable to common shareholders - Basic
$
1.12

 
 
$
(0.23
)
 
 
 
 
 
Weighted average shares outstanding - Diluted
238,572,041

 
 
218,254,445

Net earnings (loss) attributable to common shareholders - Diluted
$
1.04

 
 
$
(0.23
)

 
 
Pro Forma Adjustments
 
 
Six Months Ended
June 30, 2014
Add: Net Gain on Change in Control
 of Interests (1)
Other
Pro Forma Adjustments (2)
Pro Forma
Six Months Ended
June 30, 2014
 
(in thousands, except per share data)
Revenues
$
479,174

$

$
46,088

$
525,262

Earnings (loss) from continuing operations
$
(96,408
)
$
283,828

$
(17,395
)
$
170,025

Net earnings (loss) attributable to common shareholders
$
(77,472
)
$
283,828

$
(17,395
)
$
188,961

 
 
 
 
 
Weighted average shares outstanding - Basic
198,041,879

 
 
198,041,879

Net earnings (loss) attributable to common shareholders - Basic
$
(0.39
)
 
 
$
0.93

 
 
 
 
 
Weighted average shares outstanding - Diluted
198,041,879

 
 
229,699,514

Net earnings (loss) attributable to common shareholders - Diluted
$
(0.39
)
 
 
$
0.86

(1)
Gain on change in control of interests of $463,643, net of tax of $179,815.
(2)
Represents additional depreciation and amortization expense related to the increased basis of real estate and intangible assets, plus pro forma earnings of the 100% ownership interests, less actual equity in earnings related to the Company’s 51% prior ownership for the periods presented.