Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 |
Significant Accounting Policies | ' |
Cash and Cash Equivalents | ' |
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Cash and Cash Equivalents |
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We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, Eurodollars, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our trade accounts receivable. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents are in excess of FDIC and SIPC insurance limits. |
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Marketable and Non-Marketable Securities | ' |
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Marketable and Non-Marketable Securities |
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Marketable securities consist primarily of the investments of our captive insurance subsidiaries, available-for-sale securities, our deferred compensation plan investments, and certain investments held to fund the debt service requirements of debt previously secured by investment properties. |
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The types of securities included in the investment portfolio of our captive insurance subsidiaries typically include U.S. Treasury or other U.S. government securities as well as corporate debt securities with maturities ranging from less than 1 to 10 years. These securities are classified as available-for-sale and are valued based upon quoted market prices or other observable inputs when quoted market prices are not available. The amortized cost of debt securities, which approximates fair value, held by our captive insurance subsidiaries is adjusted for amortization of premiums and accretion of discounts to maturity. Changes in the values of these securities are recognized in accumulated other comprehensive income (loss) until the gain or loss is realized or until any unrealized loss is deemed to be other-than-temporary. We review any declines in value of these securities for other-than-temporary impairment and consider the severity and duration of any decline in value. To the extent an other-than-temporary impairment is deemed to have occurred, an impairment charge is recorded and a new cost basis is established. Subsequent changes are then recognized through other comprehensive income (loss) unless another other-than-temporary impairment is deemed to have occurred. Net unrealized gains recorded in other comprehensive income (loss) as of June 30, 2014 and December 31, 2013 were approximately $1.8 million and $1.1 million, respectively, and represent the valuation and related currency adjustments for our marketable securities. |
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Our insurance subsidiaries are required to maintain statutory minimum capital and surplus as well as maintain a minimum liquidity ratio. Therefore, our access to these securities may be limited. Our deferred compensation plan investments are classified as trading securities and are valued based upon quoted market prices. The investments have a matching liability as the amounts are fully payable to the employees that earned the compensation. Changes in value of these securities and changes to the matching liability to employees are both recognized in earnings and, as a result, there is no impact to consolidated net income. |
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At June 30, 2014 and December 31, 2013, we had investments of $118.8 million in non-marketable securities that we account for under the cost method. We regularly evaluate these investments for any other-than-temporary impairment in their estimated fair value and determined that no adjustment in the carrying value was required. |
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Fair Value Measurements | ' |
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Fair Value Measurements |
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Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. |
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We held marketable securities that totaled $159.7 million and $148.3 million at June 30, 2014 and December 31, 2013, respectively, that were primarily classified as having Level 1 fair value inputs. In addition, we have derivative instruments which are classified as having Level 2 inputs which consist primarily of interest rate swap agreements and foreign currency forward contracts with a gross liability balance of $0.1 million and $1.2 million at June 30, 2014 and December 31, 2013, respectively, and a gross asset value of $0.3 million and $8.4 million at June 30, 2014 and December 31, 2013, respectively. We also have interest rate cap agreements with nominal values. |
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Note 6 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 5 and 9 include discussion of the fair values recorded in purchase accounting and impairment, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting and impairment include our estimations of net operating results of the property, capitalization rates and discount rates. |
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Noncontrolling Interests | ' |
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Noncontrolling Interests |
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Details of the carrying amount of our noncontrolling interests are as follows: |
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| | As of | | As of | | | | | | | |
June 30, | December 31, | | | | | | |
2014 | 2013 | | | | | | |
Limited partners' interests in the Operating Partnership | | $ | 883,987 | | $ | 968,962 | | | | | | | |
Nonredeemable noncontrolling (deficit) interests in properties, net | | | (1,643 | ) | | 4,264 | | | | | | | |
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Total noncontrolling interests reflected in equity | | $ | 882,344 | | $ | 973,226 | | | | | | | |
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Net income attributable to noncontrolling interests (which includes nonredeemable noncontrolling interests in consolidated properties, limited partners' interests in the Operating Partnership, redeemable noncontrolling interests in consolidated properties and preferred distributions payable by the Operating Partnership on its outstanding preferred units) is a component of consolidated net income. In addition, the individual components of other comprehensive income (loss) are presented in the aggregate for both controlling and noncontrolling interests, with the portion attributable to noncontrolling interests deducted from comprehensive income attributable to common stockholders. |
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A rollforward of noncontrolling interests reflected in equity is as follows: |
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| | For the Three | | For the Six | |
Months Ended | Months Ended |
June 30, | June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 | |
Noncontrolling interests, beginning of period | | $ | 989,988 | | $ | 977,753 | | $ | 973,226 | | $ | 982,486 | |
Net income attributable to noncontrolling interests after preferred distributions and income attributable to redeemable noncontrolling interests in consolidated properties | | | 70,060 | | | 57,202 | | | 127,710 | | | 104,761 | |
Distributions to noncontrolling interest holders | | | (74,029 | ) | | (60,082 | ) | | (151,465 | ) | | (119,907 | ) |
Other comprehensive income (loss) allocable to noncontrolling interests: | | | | | | | | | | | | | |
Unrealized (loss) gain on derivative hedge agreements | | | (17 | ) | | (219 | ) | | (1,253 | ) | | 740 | |
Net loss reclassified from accumulated other comprehensive loss into earnings | | | 376 | | | 368 | | | 768 | | | 586 | |
Currency translation adjustments | | | 586 | | | (3,285 | ) | | 2,518 | | | (3,158 | ) |
Changes in available-for-sale securities and other | | | 30 | | | (92 | ) | | 102 | | | (117 | ) |
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| | | 975 | | | (3,228 | ) | | 2,135 | | | (1,949 | ) |
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Adjustment to limited partners' interest from change in ownership in the Operating Partnership | | | (121,454 | ) | | (7,934 | ) | | (188,680 | ) | | (10,581 | ) |
Units issued to limited partners | | | — | | | — | | | 84,910 | | | — | |
Units exchanged for common shares | | | (279 | ) | | (3,461 | ) | | (1,190 | ) | | (5,982 | ) |
Long-term incentive performance units | | | 12,484 | | | 11,248 | | | 24,969 | | | 22,670 | |
Purchase and disposition of noncontrolling interests, net, and other | | | 4,599 | | | — | | | 10,729 | | | — | |
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Noncontrolling interests, end of period | | $ | 882,344 | | $ | 971,498 | | $ | 882,344 | | $ | 971,498 | |
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Temporary Equity | ' |
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Temporary Equity |
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The remaining interests in a property or portfolio of properties which are redeemable at the option of the holder or in circumstances that may be outside our control, are accounted for as temporary equity within limited partners' preferred interest in the Operating Partnership and noncontrolling redeemable interests in properties in the accompanying consolidated balance sheets. The carrying amount of each noncontrolling interest is adjusted to the redemption amount assuming the interest is redeemable at the balance sheet date. |
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As discussed in Note 9, on January 10, 2014, we acquired one of our partner's redeemable interests in a portfolio of properties. During the three months ended June 30, 2014, in connection with the resolution of all partnership disputes with related party limited partners in one of our partnerships, we contributed $83.0 million into the partnership in exchange for a new series of preferred partnership units that carry a 2.5% preferred return. Amounts due upon a future exercise of the limited partners' right to cause us to redeem their noncontrolling interests would be net of this preferred investment. Accordingly, this preferred investment contractually offsets the mezzanine liability previously recognized on the accompanying consolidated balance sheet. |
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Changes in the redemption value of the underlying noncontrolling interest are recorded within accumulated deficit. If and to the extent the value of the redemption right exceeds the fair value of the limited partners' interests in the partnership, earnings will be charged. There are no noncontrolling interests redeemable at amounts in excess of fair value at June 30, 2014. |
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Accumulated Other Comprehensive Income (Loss) | ' |
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Accumulated Other Comprehensive Income (Loss) |
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The changes in accumulated other comprehensive income (loss) net of noncontrolling interest by component consisted of the following as of June 30, 2014: |
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| | Currency | | Accumulated | | Net unrealized | | Total | |
translation | derivative | gains on |
adjustments | losses, net | marketable |
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Beginning balance | | $ | (23,781 | ) | $ | (52,985 | ) | $ | 971 | | $ | (75,795 | ) |
Other comprehensive income (loss) before reclassifications | | | 15,261 | | | (6,288 | ) | | 580 | | | 9,553 | |
Amounts reclassified from accumulated other comprehensive income (loss) | | | — | | | 4,506 | | | — | | | 4,506 | |
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Net current-period other comprehensive income (loss) | | | 15,261 | | | (1,782 | ) | | 580 | | | 14,059 | |
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Ending balance | | $ | (8,520 | ) | $ | (54,767 | ) | $ | 1,551 | | $ | (61,736 | ) |
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The reclassifications out of accumulated other comprehensive income (loss) consisted of the following as of June 30, 2014 and 2013: |
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| | June 30, 2014 | | June 30, 2013 | | | | | | | |
Details about | | Amount reclassified from | | Amount reclassified from | | Affected line item in the statement where net | | | | | |
accumulated other | accumulated other | accumulated other | income is presented | | | | | |
comprehensive income | comprehensive income (loss) | comprehensive income (loss) | | | | | | |
(loss) components: | | | | | | | | |
Accumulated derivative losses, net | | $ | (5,274 | ) | $ | (4,076 | ) | Interest expense | | | | | |
| | | 768 | | | 586 | | Net income attributable to noncontrolling interests | | | | | |
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| | $ | (4,506 | ) | $ | (3,490 | ) | | | | | | |
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Derivative Financial Instruments | ' |
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Derivative Financial Instruments |
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We record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have designated a derivative as a hedge and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. We may use a variety of derivative financial instruments in the normal course of business to selectively manage or hedge a portion of the risks associated with our indebtedness and interest payments. Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements. To accomplish this objective, we primarily use interest rate swaps and caps. We require that hedging derivative instruments be highly effective in reducing the risk exposure that they are designated to hedge. As a result, there is no significant ineffectiveness from any of our derivative activities. We formally designate any instrument that meets these hedging criteria as a hedge at the inception of the derivative contract. We have no credit-risk-related hedging or derivative activities. |
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As of June 30, 2014, we had no outstanding interest rate derivatives. The carrying value of our interest rate swap agreements, at fair value, as of December 31, 2013, was a net asset balance of $3.0 million, of which $0.4 million was included in other liabilities and $3.4 million was included in deferred costs and other assets. The interest rate caps were of nominal value at December 31, 2013 and we generally do not apply hedge accounting to these arrangements. |
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We are also exposed to fluctuations in foreign exchange rates on financial instruments which are denominated in foreign currencies, primarily in Japan and Europe. We use currency forward contracts and foreign currency denominated debt to manage our exposure to changes in foreign exchange rates on certain Yen and Euro-denominated receivables and net investments. Currency forward contracts involve fixing the Yen:USD or Euro:USD exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward contracts are typically cash settled in US dollars for their fair value at or close to their settlement date. Approximately ¥1.5 billion remains as of June 30, 2014 for all forward contracts that we expect to receive through January 5, 2015. The June 30, 2014 carrying value was a net $0.2 million, of which $0.3 million is included in deferred costs and other assets and $0.1 million is included in other liabilities. We have reported the changes in fair value for these forward contracts in earnings. The underlying currency adjustments on the foreign currency denominated receivables are also reported in income and generally offset the amounts in earnings for these forward contracts. |
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In the fourth quarter of 2013, we entered into a Euro:USD forward contract with a €74.0 million notional value, which we designated as a net investment hedge, that matured on May 30, 2014. The liability balance related to this forward contract was $0.8 million and included in other liabilities as of December 31, 2013. We applied hedge accounting to this forward contract and reported the change in fair value in other comprehensive income (loss). Changes in the value of this forward contract are offset by changes in the underlying hedged Euro-denominated joint venture investment. |
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The total gross accumulated other comprehensive loss related to our derivative activities, including our share of the other comprehensive loss from joint venture properties, approximated $64.1 million and $61.8 million as of June 30, 2014 and December 31, 2013, respectively. |
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New Accounting Pronouncements | ' |
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New Accounting Pronouncements |
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In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, but can be early-adopted. We early adopted ASU No. 2014-08 and are applying the revised definition to all disposals on a prospective basis, including the spin-off of Washington Prime as further discussed below. ASU 2014-08 also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. |
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In May 2014, the FASB issued ASU 2014-09, "Revenue From Contracts With Customers." ASU 2014-09 amends the existing accounting standards for revenue recognition and is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for us beginning in its first quarter of 2017. Early adoption is not permitted. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. We are currently evaluating the impact of adopting the new revenue standard on our consolidated financial statements. |
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Transaction Expenses | ' |
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Transaction Expenses |
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We expense acquisition, potential acquisition and disposition related costs as they are incurred. We incurred $38.2 million in transaction costs during the first six months of 2014 related to the spin-off of Washington Prime. Other than these transaction costs, we incurred a minimal amount of transaction expenses during the six months ended June 30, 2014 and 2013. |
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Discontinued Operations | ' |
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Discontinued Operations |
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On May 28, 2014, we completed the spin-off of our interests in 98 properties comprised of substantially all of our strip center business and our smaller enclosed malls to Washington Prime, an independent, publicly traded REIT. The spin-off was effectuated through a distribution of the common shares of Washington Prime to holders of Simon common stock as of the distribution record date, and qualified as a tax-free distribution for U.S. federal income tax purposes. For every two shares of Simon common stock held as of the record date of May 16, 2014, Simon stockholders received one Washington Prime common share on May 28, 2014. At the time of the separation and distribution, Washington Prime owned a percentage of the outstanding units of partnership interest of Washington Prime Group, L.P. that was approximately equal to the percentage of outstanding units of partnership interest of the Operating Partnership, or units, owned by us. The remaining units of Washington Prime Group, L.P. were owned by limited partners of the Operating Partnership who received one Washington Prime Group, L.P. unit for every two units they owned in the Operating Partnership. Subsequent to the spin-off, we retained a nominal interest in Washington Prime Group, L.P. We also retained approximately $1.0 billion of proceeds from recently completed unsecured debt and mortgage debt as part of the spin-off. |
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The historical results of operations of the Washington Prime properties have been presented as discontinued operations in the consolidated statements of operations and comprehensive income. Discontinued operations also include transaction costs of $38.2 million we incurred to spin-off Washington Prime. In addition, the assets and liabilities of Washington Prime are presented separately from assets and liabilities from continuing operations in the accompanying consolidated balance sheets. The accompanying consolidated statement of cash flows includes within operating, investing and financing cash flows those activities which related to our period of ownership of the Washington Prime properties. |
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The following is a summary of the assets and liabilities transferred to Washington Prime as part of the spin-off (dollars in millions): |
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| | May 28, | | December 31, | | | | | | | |
2014 | 2013 | | | | | | |
ASSETS: | | | | | | | | | | | | | |
Investment properties at cost | | $ | 4,802,975 | | $ | 4,789,705 | | | | | | | |
Less — accumulated depreciation | | | 2,034,615 | | | 1,974,949 | | | | | | | |
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| | | 2,768,360 | | | 2,814,756 | | | | | | | |
Cash and cash equivalents | | | 33,776 | | | 25,857 | | | | | | | |
Tenant receivables and accrued revenue, net | | | 53,662 | | | 61,121 | | | | | | | |
Investment in unconsolidated entities, at equity | | | 5,189 | | | 3,554 | | | | | | | |
Deferred costs and other assets | | | 110,365 | | | 97,026 | | | | | | | |
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Total assets | | $ | 2,971,352 | | $ | 3,002,314 | | | | | | | |
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LIABILITIES: | | | | | | | | | | | | | |
Mortgages and unsecured indebtedness | | $ | 1,929,019 | | $ | 918,614 | | | | | | | |
Accounts payable, accrued expenses, intangibles, and deferred revenues | | | 112,390 | | | 151,011 | | | | | | | |
Cash distributions and losses in partnerships and joint ventures, at equity | | | 41,623 | | | 41,313 | | | | | | | |
Other liabilities | | | 36,927 | | | 6,851 | | | | | | | |
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Total liabilities | | | 2,119,959 | | | 1,117,789 | | | | | | | |
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Net Assets Transferred to Washington Prime | | $ | 851,393 | | $ | 1,884,525 | | | | | | | |
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The results of the discontinued operations through the May 28, 2014 date of the spin-off are included in the consolidated results for the three and six months ended June 30, 2014. Summarized financial information for discontinued operations for the three and six month periods ended June 30, 2014 and 2013 is as follows (dollars in millions). |
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| | Three Months ended | | Six Months ended | |
June 30, | June 30, |
| | 2014 | | 2013 | | 2014 | | 2013 | |
TOTAL REVENUE | | $ | 104,683 | | $ | 151,570 | | $ | 262,652 | | $ | 305,805 | |
Property operating | | | 17,035 | | | 25,455 | | | 43,175 | | | 49,820 | |
Depreciation and amortization | | | 31,024 | | | 45,101 | | | 76,992 | | | 90,400 | |
Real estate taxes | | | 12,526 | | | 18,395 | | | 32,474 | | | 38,357 | |
Repairs and maintenance | | | 3,181 | | | 5,503 | | | 10,331 | | | 10,889 | |
Advertising and promotion | | | 1,388 | | | 1,808 | | | 3,340 | | | 3,945 | |
Provision for (recovery of) credit losses | | | 708 | | | (806 | ) | | 1,494 | | | (116 | ) |
Other | | | 910 | | | 1,163 | | | 2,028 | | | 2,354 | |
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Total operating expenses | | | 66,772 | | | 96,619 | | | 169,834 | | | 195,649 | |
OPERATING INCOME | | | 37,911 | | | 54,951 | | | 92,818 | | | 110,156 | |
Interest expense | | | (12,159 | ) | | (13,737 | ) | | (26,076 | ) | | (27,456 | ) |
Income and other taxes | | | (37 | ) | | (24 | ) | | (112 | ) | | (102 | ) |
Income from unconsolidated entities | | | 307 | | | 206 | | | 652 | | | 499 | |
Gain upon acquisition of controlling interests and sale or disposal of assets and interests in unconsolidated entities, net | | | — | | | — | | | 242 | | | 14,152 | |
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CONSOLIDATED NET INCOME | | | 26,022 | | | 41,396 | | | 67,524 | | | 97,249 | |
Net income attributable to noncontrolling interests | | | 3,792 | | | 5,963 | | | 9,781 | | | 13,995 | |
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NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | | $ | 22,230 | | $ | 35,433 | | $ | 57,743 | | $ | 83,254 | |
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Capital expenditures on a cash basis (in millions) for the three month periods ended June 30, 2014 and 2013 were $7.1 and $18.3, respectively, and for the six month periods ended June 30, 2014 and 2013 were $31.9 and $42.5, respectively. |
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We and Washington Prime entered into property management and transitional services agreements in connection with the spin-off whereby we will provide certain services to Washington Prime and its properties. Pursuant to the terms of the property management agreements, we will manage, lease, and maintain Washington Prime's mall properties under the direction of Washington Prime. In exchange, Washington Prime will pay us annual fixed rate property management fees ranging from 2.5% to 4.0% of base minimum and percentage rents, will reimburse us for direct out-of-pocket costs and expenses and will also pay us separate fees for leasing and development services provided by us. The property management agreements have an initial term of two years with automatic one year renewals unless terminated. Either party may terminate the property management agreement on or after the two-year anniversary of the spin-off upon 180 days prior written notice. |
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We will also provide certain support services to the Washington Prime strip centers and certain of its central functions that will enable Washington Prime to establish its stand-alone processes for various activities that were previously provided by us and does not constitute significant continuing support of Washington Prime's operations. These services include assistance in the areas of information technology, treasury and financial management, payroll, lease administration, taxation and procurement. The charges for such services are intended to allow us to recover the costs of providing these services. The transition services agreement will terminate no later than two years following the date of the spin-off subject to a minimum notice period equal to the shorter of 180 days or one-half of the original service period. |
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Management and transitional services fees earned for the three and six month periods ended June 30, 2014 were not significant. |
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