Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 24, 2014 | |
Entity Information | ' | ' |
Entity Registrant Name | 'RETAIL PROPERTIES OF AMERICA, INC. | ' |
Entity Central Index Key | '0001222840 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 236,599,972 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investment properties: | ' | ' |
Land | $1,222,412 | $1,174,065 |
Building and other improvements | 4,550,657 | 4,586,657 |
Developments in progress | 42,178 | 43,796 |
Gross investment properties | 5,815,247 | 5,804,518 |
Less accumulated depreciation | -1,362,980 | -1,330,474 |
Net investment properties | 4,452,267 | 4,474,044 |
Cash and cash equivalents | 67,830 | 58,190 |
Investment in unconsolidated joint ventures | 7,087 | 15,776 |
Accounts and notes receivable (net of allowances of $7,898 and $8,197, respectively) | 83,428 | 80,818 |
Acquired lease intangible assets, net | 132,322 | 129,561 |
Assets associated with investment properties held for sale | 39,815 | 8,616 |
Other assets, net | 108,138 | 110,571 |
Total assets | 4,890,887 | 4,877,576 |
Liabilities: | ' | ' |
Mortgages payable, net | 1,652,729 | 1,684,633 |
Unsecured notes payable | 250,000 | 0 |
Unsecured term loan | 450,000 | 450,000 |
Unsecured revolving line of credit | 58,000 | 165,000 |
Accounts payable and accrued expenses | 65,053 | 54,457 |
Distributions payable | 39,187 | 39,138 |
Acquired lease intangible liabilities, net | 103,848 | 91,881 |
Liabilities associated with investment properties held for sale | 1,206 | 6,603 |
Other liabilities | 66,688 | 77,030 |
Total liabilities | 2,686,711 | 2,568,742 |
Commitments and contingencies (Note 15) | ' | ' |
Equity: | ' | ' |
Additional paid-in capital | 4,921,946 | 4,919,633 |
Accumulated distributions in excess of earnings | -2,719,003 | -2,611,796 |
Accumulated other comprehensive loss | -503 | -738 |
Total shareholders' equity | 2,202,682 | 2,307,340 |
Noncontrolling interests | 1,494 | 1,494 |
Total equity | 2,204,176 | 2,308,834 |
Total liabilities and equity | 4,890,887 | 4,877,576 |
7.00% Series A cumulative redeemable preferred stock | ' | ' |
Equity: | ' | ' |
Preferred stock | 5 | 5 |
Class A common stock | ' | ' |
Equity: | ' | ' |
Common stock | $237 | $236 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (parenthetical) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Accounts and notes receivable, allowances (in dollars) | $7,898 | $8,197 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000 | 10,000 |
7.00% Series A cumulative redeemable preferred stock | ' | ' |
Preferred stock, dividend rate | 7.00% | 7.00% |
Preferred stock, shares issued | 5,400 | 5,400 |
Preferred stock, shares outstanding | 5,400 | 5,400 |
Preferred stock, liquidation preference | $135,000 | $135,000 |
Class A common stock | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 475,000 | 475,000 |
Common stock, shares issued | 236,600 | 236,302 |
Common stock, shares outstanding | 236,600 | 236,302 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Revenues: | ' | ' | ' | ' | ||||
Rental income | $120,098 | $107,487 | $354,505 | $319,878 | ||||
Tenant recovery income | 29,230 | 26,636 | 86,086 | 73,814 | ||||
Other property income | 2,074 | 2,002 | 5,905 | 6,814 | ||||
Total revenues | 151,402 | 136,125 | 446,496 | 400,506 | ||||
Expenses: | ' | ' | ' | ' | ||||
Property operating expenses | 23,638 | 21,215 | 72,306 | 65,454 | ||||
Real estate taxes | 20,574 | 18,987 | 58,055 | 52,617 | ||||
Depreciation and amortization | 54,096 | 50,847 | 161,786 | 161,451 | ||||
Provision for impairment of investment properties | 54,584 | 27,183 | 60,378 | 27,183 | ||||
Loss on lease terminations | 550 | 221 | 1,208 | 813 | ||||
General and administrative expenses | 6,982 | 6,820 | 22,794 | 23,163 | ||||
Total expenses | 160,424 | 125,273 | 376,527 | 330,681 | ||||
Operating (loss) income | -9,022 | 10,852 | 69,969 | 69,825 | ||||
Gain on extinguishment of other liabilities | 0 | 0 | 4,258 | 0 | ||||
Equity in (loss) income of unconsolidated joint ventures, net | -232 | 126 | -1,443 | -736 | ||||
Gain on change in control of investment properties | 0 | 0 | 24,158 | 0 | ||||
Interest expense (Note 9) | -37,356 | -32,092 | -101,092 | -112,364 | ||||
Other income, net | 4,706 | 985 | 5,383 | 4,146 | ||||
(Loss) income from continuing operations | -41,904 | -20,129 | 1,233 | -39,129 | ||||
Discontinued operations: | ' | ' | ' | ' | ||||
(Loss) income, net | 0 | -20,278 | -148 | 3,226 | ||||
Gain on sales of investment properties | 0 | 1,705 | 655 | 6,635 | ||||
(Loss) income from discontinued operations | 0 | -18,573 | 507 | 9,861 | ||||
Gain on sales of investment properties | 15,168 | 1,150 | 15,695 | 5,807 | ||||
Net (loss) income | -26,736 | -37,552 | 17,435 | -23,461 | ||||
Net (loss) income attributable to the Company | -26,736 | -37,552 | 17,435 | -23,461 | ||||
Preferred stock dividends | -2,362 | -2,362 | -7,087 | -7,087 | ||||
Net (loss) income attributable to common shareholders | -29,098 | -39,914 | 10,348 | -30,548 | ||||
(Loss) earnings per common share - basic and diluted: | ' | ' | ' | ' | ||||
Continuing operations | ($0.12) | ($0.09) | $0.04 | ($0.17) | ||||
Discontinued operations | $0 | ($0.08) | $0 | $0.04 | ||||
Net (loss) income per common share attributable to common shareholders | ($0.12) | ($0.17) | $0.04 | ($0.13) | ||||
Net (loss) income | -26,736 | -37,552 | 17,435 | -23,461 | ||||
Other comprehensive (loss) income: | ' | ' | ' | ' | ||||
Net unrealized gain (loss) on derivative instruments (Note 9) | 390 | -705 | 235 | 396 | ||||
Comprehensive (loss) income attributable to the Company | ($26,346) | ($38,257) | $17,670 | ($23,065) | ||||
Weighted average number of common shares outstanding b basic | 236,203 | [1] | 236,151 | [2] | 236,177 | [1] | 233,462 | [2] |
Weighted average number of common shares outstanding b diluted | 236,203 | 236,151 | 236,180 | 233,462 | ||||
[1] | Excluded from these weighted average amounts are 397 shares of unvested restricted common stock, which equate to 397 and 353 shares, respectively, on a weighted average basis for the three and nine months ended SeptemberB 30, 2014. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | |||||||
[2] | Excluded from these weighted average amounts are 109 shares of unvested restricted common stock, which equate to 109 and 93 shares, respectively, on a weighted average basis for the three and nine months ended SeptemberB 30, 2013. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Equity (USD $) | Total | Preferred stock | Common stock | Common stock | Additional paid-in capital | Accumulated distributions in excess of earnings | Accumulated other comprehensive (loss) income | Total shareholders' equity | Noncontrolling interests |
In Thousands, unless otherwise specified | 7.00% Series A cumulative redeemable preferred stock | Class A common stock | Class B common stock | ||||||
Balance at Dec. 31, 2012 | $2,375,753 | $5 | $133 | $98 | $4,835,370 | ($2,460,093) | ($1,254) | $2,374,259 | $1,494 |
Balance (in shares) at Dec. 31, 2012 | ' | 5,400 | 133,606 | 97,037 | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | -23,461 | ' | ' | ' | ' | -23,461 | ' | -23,461 | ' |
Other comprehensive income | 396 | ' | ' | ' | ' | ' | 396 | 396 | ' |
Distributions declared to preferred shareholders | -7,350 | ' | ' | ' | ' | -7,350 | ' | -7,350 | ' |
Distributions declared to common shareholders | -116,478 | ' | ' | ' | ' | -116,478 | ' | -116,478 | ' |
Issuance of common stock, net of offering costs | 83,537 | ' | 5 | ' | 83,532 | ' | ' | 83,537 | ' |
Issuance of common stock, net of offering costs (in shares) | ' | ' | 5,547 | ' | ' | ' | ' | ' | ' |
Issuance of restricted common stock (in shares) | ' | ' | 73 | ' | ' | ' | ' | ' | ' |
Conversion of Class B common stock to Class A common stock | ' | ' | 49 | -49 | ' | ' | ' | ' | ' |
Conversion of Class B common stock to Class A common stock (in shares) | 48,518 | ' | 48,518 | -48,518 | ' | ' | ' | ' | ' |
Stock based compensation expense, net of shares withheld for employee taxes and forfeitures | 410 | ' | ' | ' | 410 | ' | ' | 410 | ' |
Stock based compensation expense, net of shares withheld for employee taxes and forfeitures (in shares) | ' | ' | -4 | ' | ' | ' | ' | ' | ' |
Balance at Sep. 30, 2013 | 2,312,807 | 5 | 187 | 49 | 4,919,312 | -2,607,382 | -858 | 2,311,313 | 1,494 |
Balance (in shares) at Sep. 30, 2013 | ' | 5,400 | 187,740 | 48,519 | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 2,308,834 | 5 | 236 | ' | 4,919,633 | -2,611,796 | -738 | 2,307,340 | 1,494 |
Balance (in shares) at Dec. 31, 2013 | ' | 5,400 | 236,302 | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 17,435 | ' | ' | ' | ' | 17,435 | ' | 17,435 | ' |
Other comprehensive income | 235 | ' | ' | ' | ' | ' | 235 | 235 | ' |
Distributions declared to preferred shareholders | -7,087 | ' | ' | ' | ' | -7,087 | ' | -7,087 | ' |
Distributions declared to common shareholders | -117,555 | ' | ' | ' | ' | -117,555 | ' | -117,555 | ' |
Issuance of common stock, net of offering costs | -114 | ' | ' | ' | -114 | ' | ' | -114 | ' |
Issuance of restricted common stock | 1 | ' | 1 | ' | ' | ' | ' | 1 | ' |
Issuance of restricted common stock (in shares) | ' | ' | 303 | ' | ' | ' | ' | ' | ' |
Conversion of Class B common stock to Class A common stock (in shares) | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation expense, net of shares withheld for employee taxes and forfeitures | 2,427 | ' | ' | ' | 2,427 | ' | ' | 2,427 | ' |
Stock based compensation expense, net of shares withheld for employee taxes and forfeitures (in shares) | ' | ' | -5 | ' | ' | ' | ' | ' | ' |
Balance at Sep. 30, 2014 | $2,204,176 | $5 | $237 | ' | $4,921,946 | ($2,719,003) | ($503) | $2,202,682 | $1,494 |
Balance (in shares) at Sep. 30, 2014 | ' | 5,400 | 236,600 | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Equity (parenthetical) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Distributions declared to preferred shareholders (in dollars per share) | $1.31 | $1.36 |
Distributions declared to common shareholders (in dollars per share) | $0.50 | $0.50 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $17,435 | ($23,461) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities (including discontinued operations): | ' | ' |
Depreciation and amortization | 161,786 | 171,282 |
Provision for impairment of investment properties | 60,378 | 59,140 |
Gain on sales of investment properties | -16,350 | -12,442 |
Gain on extinguishment of debt | 0 | -26,331 |
Gain on extinguishment of other liabilities | -4,258 | 0 |
Gain on change in control of investment properties | -24,158 | 0 |
Loss on lease terminations | 1,208 | 813 |
Amortization of loan fees, mortgage debt premium and discount on debt assumed, net | 4,000 | 8,391 |
Equity in loss of unconsolidated joint ventures, net | 1,443 | 736 |
Distributions on investments in unconsolidated joint ventures | 1,360 | 6,679 |
Payment of leasing fees and inducements | -6,818 | -9,341 |
Changes in accounts receivable, net | -867 | 3,076 |
Changes in accounts payable and accrued expenses, net | 9,734 | -137 |
Changes in other operating assets and liabilities, net | -9,686 | -7,112 |
Other, net | 2,745 | 6,674 |
Net cash provided by operating activities | 197,952 | 177,967 |
Cash flows from investing activities: | ' | ' |
Changes in restricted escrows, net | 676 | 2,519 |
Purchase of investment properties | -152,236 | 0 |
Capital expenditures and tenant improvements | -31,254 | -31,456 |
Proceeds from sales of investment properties | 164,581 | 67,419 |
Investment in developments in progress | -2,611 | -887 |
Investment in unconsolidated joint ventures | -25 | -7,111 |
Distributions of investments in unconsolidated joint ventures | 0 | 836 |
Other, net | -150 | -77 |
Net cash (used in) provided by investing activities | -21,019 | 31,243 |
Cash flows from financing activities: | ' | ' |
Proceeds from mortgages and notes payable | 3,159 | 498 |
Principal payments on mortgages and notes payable | -187,130 | -467,291 |
Proceeds from unsecured notes payable | 250,000 | 0 |
Proceeds from credit facility | 365,500 | 425,000 |
Repayments of credit facility | -472,500 | -190,000 |
Payment of loan fees and deposits, net | -1,550 | -5,380 |
Proceeds from issuance of common stock | 0 | 84,835 |
Distributions paid | -124,593 | -122,898 |
Other, net | -179 | -1,722 |
Net cash used in financing activities | -167,293 | -276,958 |
Net increase (decrease) in cash and cash equivalents | 9,640 | -67,748 |
Cash and cash equivalents, at beginning of period | 58,190 | 138,069 |
Cash and cash equivalents, at end of period | 67,830 | 70,321 |
Supplemental cash flow disclosure, including non-cash activities: | ' | ' |
Cash paid for interest | 91,255 | 108,027 |
Distributions payable | 39,187 | 39,130 |
Accrued capital expenditures and tenant improvements | 4,748 | 7,229 |
Accrued leasing fees and inducements | 139 | 1,390 |
Developments in progress placed in service | 4,047 | 0 |
Forgiveness of mortgage debt | 0 | 19,615 |
Forgiveness of accrued interest, net of escrows held by the lender | 0 | 6,716 |
Shares of Class B common stock converted to Class A common stock | 0 | 48,518 |
Purchase of investment properties (after credits at closing): | ' | ' |
Land, building and other improvements, net | -318,666 | 0 |
Accounts receivable, acquired lease intangible and other assets | -29,163 | 0 |
Accounts payable, acquired lease intangible and other liabilities | 24,950 | 0 |
Mortgages payable assumed, net | 146,485 | 0 |
Gain on change in control of investment properties | 24,158 | 0 |
Purchase of investment properties (after credits at closing) | -152,236 | 0 |
Proceeds from sales of investment properties: | ' | ' |
Land, building and other improvements, net | 142,655 | 51,849 |
Accounts receivable, acquired lease intangible and other assets | 6,986 | 3,402 |
Accounts payable, acquired lease intangible and other liabilities | -1,952 | -39 |
Mortgages payable | 0 | -26 |
Deferred gains | 542 | -209 |
Gain on sales of investment properties | 16,350 | 12,442 |
Proceeds from sales of investment properties | $164,581 | $67,419 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||
Organization and Basis of Presentation | ' | |||||
Organization and Basis of Presentation | ||||||
Retail Properties of America, Inc. (the Company) was formed on March 5, 2003 to own and operate high quality, strategically located shopping centers in the United States. | ||||||
All share amounts and dollar amounts in this Quarterly Report are stated in thousands with the exception of per share amounts and per square foot amounts. | ||||||
The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly-owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) for U.S. federal income tax purposes. A TRS is taxed on its taxable income at regular corporate tax rates. The income tax expense incurred as a result of the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements. | ||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to useful lives of assets, capitalization of development costs, fair value measurements, provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), provision for income taxes, recoverable amounts of receivables, deferred taxes and initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates. | ||||||
The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries and consolidated joint venture investments. Wholly-owned subsidiaries generally consist of limited liability companies (LLCs), limited partnerships (LPs) and statutory trusts. | ||||||
The Company’s property ownership as of September 30, 2014 is summarized below: | ||||||
Wholly-owned | Consolidated | |||||
Joint Ventures (a) | ||||||
Operating properties (b) | 225 | — | ||||
Development properties | 2 | 1 | ||||
(a) | The Company has a 50% ownership interest in one LLC. | |||||
(b) | Excludes two wholly-owned operating properties and a portion of a third wholly-owned operating property classified as held for sale as of September 30, 2014. | |||||
Noncontrolling interest is the portion of equity in a consolidated subsidiary not attributable, directly or indirectly, to the Company. In the condensed consolidated statements of operations and other comprehensive (loss) income, revenues, expenses and net income or loss from less-than-wholly-owned consolidated subsidiaries are reported at the consolidated amounts, including both the amounts attributable to common shareholders and noncontrolling interests. Condensed consolidated statements of equity are included in the quarterly financial statements, including beginning balances, activity for the period and ending balances for total shareholders’ equity, noncontrolling interests and total equity. Noncontrolling interests are adjusted for additional contributions from and distributions to noncontrolling interest holders, as well as the noncontrolling interest holders’ share of the net income or loss of each respective entity, as applicable. As of September 30, 2014, the Company is the controlling member in one less-than-wholly-owned consolidated entity. | ||||||
The Company evaluates the classification and presentation of noncontrolling interests associated with its consolidated joint venture investments on an ongoing basis as facts and circumstances necessitate. No adjustment to the carrying value of the noncontrolling interests in the Company’s consolidated joint venture investments was made during the nine months ended September 30, 2014 and 2013. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | |
Refer to the Company’s 2013 Annual Report on Form 10-K for a summary of the Company’s significant accounting policies. Except as disclosed below, there have been no changes to the Company’s significant accounting policies in the nine months ended September 30, 2014. | |
Recent Accounting Pronouncements | |
Effective January 1, 2014, companies are required to present unrecognized tax benefits as a reduction to deferred tax assets when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. To the extent none of these are available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. | |
Effective January 1, 2015, with early adoption permitted effective January 1, 2014, the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have, or will have, a major effect on a company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. While the threshold for a disposal or disposal group to qualify for discontinued operations treatment has been revised, this pronouncement retains the held for sale classification and presentation concepts of previous authoritative literature. Accordingly, under this pronouncement, a disposal or disposal group may qualify for held for sale classification but not meet the threshold for discontinued operations treatment. The Company has elected to early adopt this pronouncement effective January 1, 2014. The adoption, which is applied prospectively, is anticipated to substantially reduce the number of the Company’s transactions, going forward, that qualify for discontinued operations as compared to historical results. Upon adoption of this pronouncement effective January 1, 2014, the investment properties that were sold or held for sale during 2014, except for Riverpark Phase IIA, which qualified for discontinued operations treatment under the previous standard, did not qualify for discontinued operations and, as such, are reflected in continuing operations on the condensed consolidated statements of operations and other comprehensive (loss) income. | |
Effective January 1, 2016, with early adoption permitted effective January 1, 2014, companies that grant their employees share-based payments in which the terms of the award provide that a performance target which affects vesting could be achieved after the requisite service period will be required to treat that feature as a performance condition. The Company has elected to early adopt this pronouncement effective January 1, 2014. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. | |
Effective January 1, 2017, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. The core principle of the revised revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this guidance. The Company does not expect the adoption will have a material effect on its consolidated financial statements, however it will continue to evaluate this assessment until the guidance becomes effective. | |
Effective January 1, 2017, a company’s management will be required to assess the entity’s ability to continue as a going concern every reporting period including interim periods for a period of one year after the date that the financial statements are issued (or available to be issued) and provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The Company does not expect the adoption will have a material effect on its consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
Acquisitions | ||||||||||||||||
During the nine months ended September 30, 2014, the Company acquired seven properties, one outparcel at an existing consolidated multi-tenant retail operating property and the fee interest in an existing consolidated multi-tenant retail operating property that was previously subject to a ground lease with a third party, as summarized below. | ||||||||||||||||
On June 23, 2014, the Company paid $6,369 using available cash on hand to acquire an 8,500 square foot single-user outparcel at Southlake Town Square, one of the Company’s existing consolidated multi-tenant retail operating properties, located in Southlake, Texas. | ||||||||||||||||
As discussed in Note 10, on June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland Fund, LLC (MS Inland) by acquiring its partner’s 80% ownership interest in the six multi-tenant retail properties owned by the joint venture (collectively, the MS Inland acquisitions). The six properties had, at acquisition, a combined fair value of $292,500, with the Company’s partner’s interest valued at $234,000. The Company paid total cash consideration of approximately $120,600, using available cash on hand and proceeds from its unsecured revolving line of credit, before transaction costs and prorations and after assumption of the joint venture’s in-place mortgage financing on those properties of $141,698 at a weighted average interest rate of 4.79%. The properties acquired have a combined total gross leasable area of 1,194,800 square feet. The Company accounted for this transaction as a business combination achieved in stages and recognized a gain on change in control of investment properties of $24,158 in the second quarter of 2014 as a result of remeasuring the carrying value of its 20% interest in the six acquired properties to fair value. Such gain is presented as “Gain on change in control of investment properties” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. Refer to Note 10 for additional transaction details. | ||||||||||||||||
On February 27, 2014, the Company acquired a 100% interest in Heritage Square, a 53,100 square foot multi-tenant retail property located in Issaquah, Washington, for a purchase price of $18,022 using proceeds from its unsecured revolving line of credit. In addition, on February 27, 2014, the Company paid $10,350 using available cash on hand to acquire the fee interest in Bed Bath & Beyond Plaza, one of the Company’s existing consolidated multi-tenant retail operating properties located in Miami, Florida that was previously subject to a ground lease with a third party. The Company did not acquire any properties during the nine months ended September 30, 2013. | ||||||||||||||||
The following table summarizes the acquisition date fair values, before prorations, the Company recorded in conjunction with the acquisitions discussed above: | ||||||||||||||||
Land | $ | 112,804 | ||||||||||||||
Building and other improvements | 205,862 | |||||||||||||||
Acquired lease intangible assets | 33,568 | |||||||||||||||
Acquired lease intangible liabilities | (20,206 | ) | ||||||||||||||
Mortgages payable (a) | (146,485 | ) | ||||||||||||||
Net assets acquired (b) | $ | 185,543 | ||||||||||||||
(a) | Includes mortgage premium of $4,787. | |||||||||||||||
(b) | Net assets attributable to the MS Inland acquisitions are presented at 100%. | |||||||||||||||
Transaction costs, which were not material, were expensed as incurred and included within “General and administrative expenses” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. In conjunction with the Bed Bath & Beyond Plaza transaction, the Company reversed a straight-line ground rent liability of $4,258, which is presented in “Gain on extinguishment of other liabilities” in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. | ||||||||||||||||
Condensed Pro Forma Financial Information | ||||||||||||||||
The results of operations of the acquisitions accounted for as business combinations, including the MS Inland acquisitions and the acquisitions of Heritage Square and the outparcel at Southlake Town Square, are included in the following unaudited condensed pro forma financial information as if these acquisitions had been completed as of January 1, 2013. The results of operations associated with the Bed Bath & Beyond Plaza acquisition have not been included in the pro forma presentation as such acquisition was accounted for as an asset acquisition. These pro forma results are for comparative purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been had the acquisitions occurred at the beginning of the periods presented, nor are they necessarily indicative of future operating results. | ||||||||||||||||
The unaudited condensed pro forma financial information is as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total revenues | $ | 151,402 | $ | 143,538 | $ | 458,523 | $ | 422,596 | ||||||||
Net loss | $ | (27,270 | ) | $ | (38,104 | ) | $ | (8,759 | ) | $ | (3,191 | ) | ||||
Net loss attributable to common shareholders | $ | (29,632 | ) | $ | (40,466 | ) | $ | (15,846 | ) | $ | (10,278 | ) | ||||
Loss per common share — basic and diluted | ||||||||||||||||
Net loss per common share attributable to common shareholders | $ | (0.13 | ) | $ | (0.17 | ) | $ | (0.07 | ) | $ | (0.04 | ) | ||||
Weighted average number of common shares outstanding - basic | 236,203 | 236,151 | 236,177 | 233,462 | ||||||||||||
Weighted average number of common shares outstanding - diluted | 236,203 | 236,151 | 236,180 | 233,462 | ||||||||||||
Dispositions
Dispositions | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||||||||||
Dispositions | ' | |||||||||||||||||||||||
Dispositions | ||||||||||||||||||||||||
The Company monitors its investment properties to ensure that each property continues to meet financial and strategic objectives. This approach results in the sale of certain non-strategic and non-core assets that no longer meet the Company’s investment criteria. | ||||||||||||||||||||||||
The Company closed on the following property dispositions during the nine months ended September 30, 2014: | ||||||||||||||||||||||||
Date | Property Name | Property Type | Square | Consideration | Aggregate | Mortgage | Gain | |||||||||||||||||
Footage | Proceeds, Net (a) | Debt | ||||||||||||||||||||||
Extinguished | ||||||||||||||||||||||||
Continuing Operations: | ||||||||||||||||||||||||
August 27, 2014 | Four Peaks Plaza | Multi-tenant retail | 140,400 | $ | 9,900 | $ | 9,381 | $ | 9,713 | $ | — | |||||||||||||
August 26, 2014 | Crossroads Plaza CVS | Single-user retail | 16,000 | 7,650 | 7,411 | — | (b) | 2,863 | ||||||||||||||||
August 19, 2014 | Greenwich Center | Multi-tenant retail | 182,600 | 22,700 | 21,977 | — | (c) | 5,871 | ||||||||||||||||
August 19, 2014 | Boston Commons | Multi-tenant retail | 103,400 | 9,820 | 9,586 | — | — | |||||||||||||||||
August 15, 2014 | Fisher Scientific | Single-user office | 114,700 | 14,000 | 13,715 | — | 3,732 | |||||||||||||||||
August 15, 2014 | Stanley Works/Mac Tools | Single-user office | 72,500 | 10,350 | 10,184 | — | 1,375 | |||||||||||||||||
August 1, 2014 | Battle Ridge Pavilion | Multi-tenant retail | 103,500 | 14,100 | 13,722 | — | 1,327 | |||||||||||||||||
May 16, 2014 | Beachway Plaza & Cornerstone Plaza (d) | Multi-tenant retail | 189,600 | 24,450 | 23,292 | — | 527 | |||||||||||||||||
April 1, 2014 | Midtown Center | Multi-tenant retail | 408,500 | 47,150 | 46,043 | — | (e) | — | ||||||||||||||||
1,331,200 | 160,120 | 155,311 | 9,713 | 15,695 | ||||||||||||||||||||
Discontinued Operations: | ||||||||||||||||||||||||
March 11, 2014 | Riverpark Phase IIA | Single-user retail | 64,300 | 9,269 | 9,204 | — | (f) | 655 | ||||||||||||||||
1,395,500 | $ | 169,389 | $ | 164,515 | $ | 9,713 | $ | 16,350 | ||||||||||||||||
(a) | Aggregate proceeds are net of transaction costs and exclude $66 of condemnation proceeds, which did not result in any additional gain recognition. | |||||||||||||||||||||||
(b) | The Company repaid the $4,229 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
(c) | The Company repaid the $14,475 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
(d) | The terms of the disposition of Beachway Plaza and Cornerstone Plaza were negotiated as a single transaction. | |||||||||||||||||||||||
(e) | The Company repaid the $30,124 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
(f) | The Company repaid the $6,435 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
During the year ended December 31, 2013, the Company sold 20 properties, six of which were sold during the nine months ended September 30, 2013. The dispositions and certain additional transactions, including earnouts, pad sales and condemnations, resulted in aggregate proceeds, net of transaction costs, of $67,419 with aggregate gains of $12,442 during the nine months ended September 30, 2013. | ||||||||||||||||||||||||
As of September 30, 2014, the Company had entered into contracts to sell the following properties, which qualified for held for sale accounting treatment: | ||||||||||||||||||||||||
Property Name | Property Location | Property Type | Square | |||||||||||||||||||||
Footage | ||||||||||||||||||||||||
Gloucester Town Center | Gloucester, New Jersey | Multi-tenant retail | 107,200 | |||||||||||||||||||||
Plaza at Riverlakes | Bakersfield, California | Multi-tenant retail | 102,800 | |||||||||||||||||||||
Mission Crossing (a) | San Antonio, Texas | Multi-tenant retail | 163,400 | |||||||||||||||||||||
373,400 | ||||||||||||||||||||||||
(a) | The anticipated disposition of Mission Crossing does not impact the Company’s property count as the Company will continue to own a single-user parcel at the property, which is not classified as held for sale as of September 30, 2014. | |||||||||||||||||||||||
These properties qualified for held for sale accounting treatment upon meeting all applicable GAAP criteria on or prior to September 30, 2014, at which time depreciation and amortization were ceased. As such, the assets and liabilities associated with these properties are separately classified as held for sale in the condensed consolidated balance sheet as of September 30, 2014. However, the anticipated disposition of these properties did not qualify for discontinued operations treatment due to the Company’s early adoption of the revised discontinued operations pronouncement, and, therefore, the operations for these properties for all periods presented continue to be classified within continuing operations in the condensed consolidated statements of operations and other comprehensive (loss) income. Riverpark Phase IIA, which was sold on March 11, 2014, was classified as held for sale as of December 31, 2013. | ||||||||||||||||||||||||
The following table presents the assets and liabilities associated with the held for sale properties: | ||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Land, building and other improvements | $ | 47,653 | $ | 10,285 | ||||||||||||||||||||
Accumulated depreciation | (9,666 | ) | (2,206 | ) | ||||||||||||||||||||
Net investment properties | 37,987 | 8,079 | ||||||||||||||||||||||
Other assets | 1,828 | 537 | ||||||||||||||||||||||
Assets associated with investment properties held for sale | $ | 39,815 | $ | 8,616 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgages payable | $ | — | $ | 6,435 | ||||||||||||||||||||
Other liabilities | 1,206 | 168 | ||||||||||||||||||||||
Liabilities associated with investment properties held for sale | $ | 1,206 | $ | 6,603 | ||||||||||||||||||||
The Company does not allocate general corporate interest expense to discontinued operations. The results of operations for the investment properties that are accounted for as discontinued operations, which population consists of investment properties sold and classified as held for sale on or prior to December 31, 2013, including Riverpark Phase IIA, are presented in the table below: | ||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | — | $ | 6,390 | $ | (123 | ) | $ | 20,008 | |||||||||||||||
Tenant recovery income | — | 1,432 | 144 | 4,440 | ||||||||||||||||||||
Other property income | — | 800 | 23 | 6,349 | ||||||||||||||||||||
Total revenues | — | 8,622 | 44 | 30,797 | ||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||
Property operating expenses | — | 1,031 | 121 | 4,003 | ||||||||||||||||||||
Real estate taxes | — | 1,546 | 3 | 4,895 | ||||||||||||||||||||
Depreciation and amortization | — | 2,971 | — | 9,831 | ||||||||||||||||||||
Provision for impairment of investment properties | — | 22,781 | — | 31,957 | ||||||||||||||||||||
Gain on extinguishment of debt | — | — | — | (26,331 | ) | |||||||||||||||||||
Interest expense | — | 590 | 68 | 3,269 | ||||||||||||||||||||
Other income, net | — | (19 | ) | — | (53 | ) | ||||||||||||||||||
Total expenses | — | 28,900 | 192 | 27,571 | ||||||||||||||||||||
(Loss) income from discontinued operations, net | $ | — | $ | (20,278 | ) | $ | (148 | ) | $ | 3,226 | ||||||||||||||
Compensation_Plans
Compensation Plans | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||
Compensation Plans | ' | ||||||
Compensation Plans | |||||||
On May 22, 2014, the Company’s shareholders approved the Company’s 2014 Long-Term Equity Compensation Plan (the 2014 Plan), which replaces the Company’s 2008 Long-Term Equity Compensation Plan and Third Amended and Restated Independent Director Stock Option and Incentive Plan (Director Plan). The 2014 Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance shares, dividend equivalent rights and cash-based awards to the Company’s employees, non-employee directors, consultants and advisors in connection with compensation and incentive arrangements that may be established by the Company’s board of directors or executive management. | |||||||
The following table represents a summary of the Company’s unvested restricted shares as of and for the nine months ended September 30, 2014: | |||||||
Unvested | Weighted Average | ||||||
Restricted | Grant Date Fair | ||||||
Shares | Value per | ||||||
Restricted Share | |||||||
Balance at January 1, 2014 | 152 | $ | 15.11 | ||||
Shares granted (a) | 303 | $ | 13.89 | ||||
Shares vested | (57 | ) | $ | 14.5 | |||
Shares forfeited | (1 | ) | $ | 15.61 | |||
Balance at September 30, 2014 | 397 | $ | 14.27 | ||||
(a) | Shares granted vest ratably over periods ranging from one to three years in accordance with the terms of applicable award documents. | ||||||
During the three months ended September 30, 2014 and 2013, the Company recorded compensation expense of $922 and $133, respectively, related to unvested restricted shares. During the nine months ended September 30, 2014 and 2013, the Company recorded compensation expense of $2,490 and $320, respectively, related to unvested restricted shares. As of September 30, 2014, total unrecognized compensation expense related to unvested restricted shares was $3,052, which is expected to be amortized over a weighted average term of 1.2 years. | |||||||
Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s former Director Plan. As of September 30, 2014, options to purchase 84 shares of common stock had been granted, of which options to purchase one share had been exercised, options to purchase six shares had expired and options to purchase 11 shares had been forfeited. The Company did not record any compensation expense related to these options during the three months ended September 30, 2014. Compensation expense of $7 related to these options was recorded during the three months ended September 30, 2013. Compensation expense of $3 and $22 related to these options was recorded during the nine months ended September 30, 2014 and 2013, respectively. The Company did not grant any options in 2013 or 2014. |
Mortgages_Payable
Mortgages Payable | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Mortgages Payable | ' | |||||||||||||||||||||||||||
Mortgages Payable | ||||||||||||||||||||||||||||
The following table summarizes the Company’s mortgages payable: | ||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Aggregate | Weighted | Weighted | Aggregate | Weighted | Weighted | |||||||||||||||||||||||
Principal | Average | Average Years | Principal | Average | Average Years | |||||||||||||||||||||||
Balance | Interest Rate | to Maturity | Balance | Interest Rate | to Maturity | |||||||||||||||||||||||
Fixed rate mortgages payable (a) | $ | 1,634,083 | 6.04 | % | 4.2 | $ | 1,673,080 | 6.15 | % | 4.9 | ||||||||||||||||||
Variable rate construction loan (b) | 14,518 | 2.44 | % | 0.1 | 11,359 | 2.44 | % | 0.8 | ||||||||||||||||||||
Mortgages payable | 1,648,601 | 6.01 | % | 4.2 | 1,684,439 | 6.13 | % | 4.9 | ||||||||||||||||||||
Premium, net of accumulated amortization | 4,726 | 1,175 | ||||||||||||||||||||||||||
Discount, net of accumulated amortization | (598 | ) | (981 | ) | ||||||||||||||||||||||||
Mortgages payable, net | $ | 1,652,729 | $ | 1,684,633 | ||||||||||||||||||||||||
(a) | Includes $8,177 and $8,337 of variable rate mortgage debt that was swapped to a fixed rate as of September 30, 2014 and December 31, 2013, respectively, and excludes mortgages payable of $6,435 associated with one investment property classified as held for sale as of December 31, 2013. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% and 3.50% to 8.00% as of September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||||
(b) | The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25%. | |||||||||||||||||||||||||||
Mortgages Payable | ||||||||||||||||||||||||||||
During the nine months ended September 30, 2014, the Company made mortgages payable repayments in the total amount of $174,635 (excluding $55 from condemnation proceeds which were paid to the lender and scheduled principal payments of $12,440 related to amortizing loans). The loans repaid during the nine months ended September 30, 2014 had fixed interest rates with a weighted average interest rate of 6.04%. In addition, during the nine months ended September 30, 2014, as part of the MS Inland acquisitions, the Company assumed the joint venture’s in-place mortgage financing on the acquired properties of $141,698 at a weighted average interest rate of 4.79%. | ||||||||||||||||||||||||||||
The majority of the Company’s mortgages payable require monthly payments of principal and interest, as well as reserves for real estate taxes and certain other costs. The Company’s properties and the related tenant leases are pledged as collateral for the fixed rate mortgages payable while a consolidated joint venture property and the related tenant leases are pledged as collateral for the variable rate construction loan. Although the mortgage loans obtained by the Company are generally non-recourse, occasionally, the Company may guarantee all or a portion of the debt on a full-recourse basis. As of September 30, 2014, the Company had guaranteed $7,851 of the outstanding mortgage and construction loans with maturity dates ranging from November 2, 2014 through September 30, 2016 (see Note 15). At times, the Company has borrowed funds financed as part of a cross-collateralized package, with cross-default provisions, in order to enhance the financial benefits of a transaction. In those circumstances, one or more of the properties may secure the debt of another of the Company’s properties. As of September 30, 2014, the most significant cross-collateralized mortgage loan was the IW JV 2009, LLC mortgage in the amount of $477,654, which is cross-collateralized by 55 properties. | ||||||||||||||||||||||||||||
Debt Maturities | ||||||||||||||||||||||||||||
The following table shows the scheduled maturities and principal amortization of the Company’s indebtedness as of September 30, 2014 for the remainder of 2014, each of the next four years and thereafter and does not reflect the impact of any debt activity that occurred after September 30, 2014: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt: | ||||||||||||||||||||||||||||
Fixed rate debt: | ||||||||||||||||||||||||||||
Mortgages payable (a) | $ | 4,607 | $ | 377,328 | $ | 67,908 | $ | 321,315 | $ | 12,618 | $ | 850,307 | $ | 1,634,083 | ||||||||||||||
Unsecured credit facility - fixed rate portion of term loan (b) | — | — | — | — | 300,000 | — | 300,000 | |||||||||||||||||||||
Unsecured notes payable | — | — | — | — | — | 250,000 | 250,000 | |||||||||||||||||||||
Total fixed rate debt | 4,607 | 377,328 | 67,908 | 321,315 | 312,618 | 1,100,307 | 2,184,083 | |||||||||||||||||||||
Variable rate debt: | ||||||||||||||||||||||||||||
Construction loan | 14,518 | — | — | — | — | — | 14,518 | |||||||||||||||||||||
Unsecured credit facility | — | — | — | 58,000 | 150,000 | — | 208,000 | |||||||||||||||||||||
Total variable rate debt | 14,518 | — | — | 58,000 | 150,000 | — | 222,518 | |||||||||||||||||||||
Total debt (c) | $ | 19,125 | $ | 377,328 | $ | 67,908 | $ | 379,315 | $ | 462,618 | $ | 1,100,307 | $ | 2,406,601 | ||||||||||||||
Weighted average interest rate on debt: | ||||||||||||||||||||||||||||
Fixed rate debt | 6.25 | % | 5.58 | % | 5.07 | % | 5.53 | % | 2.19 | % | 6.02 | % | 5.3 | % | ||||||||||||||
Variable rate debt | 2.44 | % | — | — | 1.66 | % | 1.61 | % | — | 1.68 | % | |||||||||||||||||
Total | 3.36 | % | 5.58 | % | 5.07 | % | 4.94 | % | 2 | % | 6.02 | % | 4.96 | % | ||||||||||||||
(a) | Includes $8,177 of variable rate mortgage debt that was swapped to a fixed rate as of September 30, 2014. Excludes mortgage premium of $4,726 and discount of $(598), net of accumulated amortization, which was outstanding as of September 30, 2014. | |||||||||||||||||||||||||||
(b) | $300,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through February 24, 2016. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap. | |||||||||||||||||||||||||||
(c) | As of September 30, 2014, the weighted average years to maturity of consolidated indebtedness was 4.5 years. | |||||||||||||||||||||||||||
The Company plans on addressing its debt maturities by using available cash on hand, proceeds from its unsecured revolving line of credit and capital markets transactions. |
Unsecured_Notes_Payable
Unsecured Notes Payable | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Unsecured Notes Payable | ' | |||||||||
Unsecured Notes Payable | ||||||||||
On June 30, 2014, the Company issued $250,000 of senior unsecured notes in a private placement transaction pursuant to a Note Purchase Agreement the Company entered into on May 16, 2014 with various institutional investors. The proceeds were used to pay down a portion of the Company’s unsecured revolving line of credit in anticipation of the repayment of future secured debt maturities. The following table summarizes the Company’s unsecured notes payable: | ||||||||||
Unsecured Notes Payable | Maturity Date | Principal | Interest Rate/ | |||||||
Balance as of | Weighted Average | |||||||||
30-Sep-14 | Interest Rate | |||||||||
Series A senior notes | 30-Jun-21 | $ | 100,000 | 4.12 | % | |||||
Series B senior notes | 30-Jun-24 | 150,000 | 4.58 | % | ||||||
Total | $ | 250,000 | 4.4 | % | ||||||
The Note Purchase Agreement contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of the Note Purchase Agreement, the Company is subject to various financial covenants, some of which are based upon the financial covenants in effect in the Company’s primary credit facility, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage and unencumbered interest coverage ratios; and (iii) a minimum consolidated net worth. As of September 30, 2014, management believes the Company was in compliance with the financial covenants and default provisions under the Note Purchase Agreement. |
Credit_Facility
Credit Facility | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Line of Credit Facility [Abstract] | ' | |||||||||
Credit Facility | ' | |||||||||
Credit Facility | ||||||||||
On May 13, 2013, the Company entered into its third amended and restated unsecured credit agreement with a syndicate of financial institutions led by KeyBank National Association and Wells Fargo Securities LLC to provide for an unsecured credit facility aggregating to $1,000,000. The third amended and restated credit facility consists of a $550,000 unsecured revolving line of credit and a $450,000 unsecured term loan (collectively, the credit facility). The Company has the ability to increase available borrowings up to $1,450,000 in certain circumstances. The Company has a one year extension option on the unsecured revolving line of credit, which it may exercise as long as it is in compliance with the terms of the unsecured credit agreement and it pays an extension fee equal to 0.15% of the commitment amount being extended. | ||||||||||
The credit facility is currently priced on a leverage grid at a rate of LIBOR plus a margin ranging from 1.50% to 2.05%, plus a quarterly unused fee ranging from 0.25% to 0.30% depending on the undrawn amount, for the unsecured revolving line of credit and LIBOR plus a margin ranging from 1.45% to 2.00% for the unsecured term loan. On January 27, 2014, the Company received an investment grade credit rating. In accordance with the unsecured credit agreement, the Company may elect to convert to an investment grade pricing grid. Upon making such an election and depending on the Company’s credit rating, the interest rate for the unsecured revolving line of credit would equal LIBOR plus a margin ranging from 0.90% to 1.70%, plus a facility fee ranging from 0.15% to 0.35%, and for the unsecured term loan, LIBOR plus a margin ranging from 1.05% to 2.05%. As of September 30, 2014, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid. | ||||||||||
The following table summarizes the Company’s credit facility as of September 30, 2014: | ||||||||||
Credit Facility | Maturity Date | Balance as of | Interest Rate/ | |||||||
30-Sep-14 | Weighted Average | |||||||||
Interest Rate | ||||||||||
Term loan - fixed rate portion (a) | 11-May-18 | $ | 300,000 | 1.99 | % | |||||
Term loan - variable rate portion | 11-May-18 | 150,000 | 1.61 | % | ||||||
Revolving line of credit - variable rate | 12-May-17 | 58,000 | 1.66 | % | ||||||
Total | $ | 508,000 | 1.84 | % | ||||||
(a) | $300,000 of the term loan has been swapped to a fixed rate of 0.53875% plus a margin based on a leverage grid ranging from 1.45% to 2.00% through February 24, 2016. The applicable margin was 1.45% as of September 30, 2014. | |||||||||
The unsecured credit agreement contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of the unsecured credit agreement, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum fixed charge and unencumbered interest coverage ratios; and (iii) a minimum consolidated net worth. As of September 30, 2014, management believes the Company was in compliance with the financial covenants and default provisions under the unsecured credit agreement. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||||||||||||||
Derivative Instruments | |||||||||||||||||||||||||||||
The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount. | |||||||||||||||||||||||||||||
The Company utilizes two interest rate swaps to hedge the variable cash flows associated with variable rate debt. The effective portion of changes in the fair value of derivatives that are designated and that qualify as cash flow hedges is recorded in “Accumulated other comprehensive loss” and is subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. Over the next 12 months, the Company estimates that an additional $862 will be reclassified as an increase to interest expense. The ineffective portion of the change in fair value of derivatives is recognized directly in earnings. | |||||||||||||||||||||||||||||
The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk: | |||||||||||||||||||||||||||||
Number of Instruments | Notional | ||||||||||||||||||||||||||||
Interest Rate Derivatives | September 30, | December 31, | September 30, | December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Interest rate swaps | 2 | 2 | $ | 308,177 | $ | 308,337 | |||||||||||||||||||||||
The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the condensed consolidated balance sheets. The valuation techniques utilized are described in Note 14 to the condensed consolidated financial statements. | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
Interest rate swaps | $ | 503 | $ | 751 | |||||||||||||||||||||||||
The table below presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations and other comprehensive (loss) income. | |||||||||||||||||||||||||||||
Derivatives in | Amount of (Gain) Loss | Location of Loss | Amount of Loss | Location of | Amount of (Gain) Loss | ||||||||||||||||||||||||
Cash Flow | Recognized in Other Comprehensive Income | Reclassified from | Reclassified from | (Gain) Loss | Recognized in Income | ||||||||||||||||||||||||
Hedging | on Derivative | Accumulated Other | AOCI into Income | Recognized In | on Derivative | ||||||||||||||||||||||||
Relationships | (Effective Portion) | Comprehensive Income (AOCI) into Income | (Effective Portion) | Income on Derivative | (Ineffective Portion and | ||||||||||||||||||||||||
(Effective Portion) | (Ineffective Portion and Amount | Amount Excluded from | |||||||||||||||||||||||||||
Excluded from | Effectiveness Testing) | ||||||||||||||||||||||||||||
Effectiveness Testing) | |||||||||||||||||||||||||||||
Interest rate swaps | Three Months | Nine Months | Three Months | Nine Months | Three Months | Nine Months | |||||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | ||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||
2014 | $ | (92 | ) | $ | 649 | Interest expense | $ | 298 | $ | 884 | Other income, net | $ | — | $ | (13 | ) | |||||||||||||
2013 | $ | 1,209 | $ | 1,113 | Interest expense | $ | 504 | $ | 1,509 | Other income, net | $ | 41 | $ | (891 | ) | ||||||||||||||
Investment_in_Unconsolidated_J
Investment in Unconsolidated Joint Ventures | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||||||||||||||||||
Investment in Unconsolidated Joint Ventures | ' | ||||||||||||||||||||||||||||||||
Investment in Unconsolidated Joint Ventures | |||||||||||||||||||||||||||||||||
Investment Summary | |||||||||||||||||||||||||||||||||
The following table summarizes the Company’s investments in unconsolidated joint ventures: | |||||||||||||||||||||||||||||||||
Ownership Interest | Investment at | ||||||||||||||||||||||||||||||||
Joint Venture | Date of | September 30, | December 31, | September 30, | December 31, | ||||||||||||||||||||||||||||
Investment | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
MS Inland (a) | 4/27/07 | — | % | 20 | % | $ | — | $ | 6,915 | ||||||||||||||||||||||||
Oak Property and Casualty LLC (b) | 10/1/06 | 25 | % | 20 | % | 7,087 | 8,861 | ||||||||||||||||||||||||||
$ | 7,087 | $ | 15,776 | ||||||||||||||||||||||||||||||
(a) | The MS Inland unconsolidated joint venture was formed with a large state pension fund; the Company was the managing member of the venture and earned fees for providing property management and leasing services. The Company had the ability to exercise significant influence, but did not have financial or operating control over this joint venture, and as a result the Company accounted for its investment pursuant to the equity method of accounting. On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland through the acquisition of the six properties owned by the joint venture. | ||||||||||||||||||||||||||||||||
(b) | Oak Property & Casualty LLC (the Captive) is an insurance association owned by the Company and three other unaffiliated parties (four other unaffiliated parties as of December 31, 2013). The Captive was formed to insure/reimburse the members’ deductible obligations for property and general liability insurance claims subject to certain limitations. The Company entered into the Captive to stabilize insurance costs, manage exposures and recoup expenses through the function of the Captive. It has been determined that the Captive is a variable interest entity, but because the Company does not hold the power to most significantly impact the Captive’s performance, the Company is not considered the primary beneficiary. Accordingly, the Company’s investment in the Captive is accounted for pursuant to the equity method of accounting. The Company’s risk of loss is limited to its investment and the Company is not required to fund additional capital to the Captive. On August 29, 2014, the Company provided written notice of its termination in the Captive, effective December 1, 2014, at which time it plans to establish a new wholly-owned captive insurance company. | ||||||||||||||||||||||||||||||||
Under the equity method of accounting, the Company’s net equity investment in each unconsolidated joint venture is reflected in the accompanying condensed consolidated balance sheets and the Company’s share of net income or loss from each unconsolidated joint venture is reflected in the accompanying condensed consolidated statements of operations and other comprehensive (loss) income. Distributions from these investments that are related to income from operations are included as operating activities and distributions that are related to capital transactions are included as investing activities in the accompanying condensed consolidated statements of cash flows. | |||||||||||||||||||||||||||||||||
Combined condensed financial information of the Company’s joint ventures (at 100%) for the periods attributable to the Company’s ownership is summarized as follows: | |||||||||||||||||||||||||||||||||
Combined | |||||||||||||||||||||||||||||||||
Condensed Total | |||||||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Real estate assets | $ | — | $ | 270,916 | |||||||||||||||||||||||||||||
Less accumulated depreciation | — | (52,624 | ) | ||||||||||||||||||||||||||||||
Real estate, net | — | 218,292 | |||||||||||||||||||||||||||||||
Other assets, net | 25,648 | 49,227 | |||||||||||||||||||||||||||||||
Total assets | $ | 25,648 | $ | 267,519 | |||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||
Mortgage debt | $ | — | $ | 142,537 | |||||||||||||||||||||||||||||
Other liabilities, net | 16,332 | 22,725 | |||||||||||||||||||||||||||||||
Total liabilities | 16,332 | 165,262 | |||||||||||||||||||||||||||||||
Total equity | 9,316 | 102,257 | |||||||||||||||||||||||||||||||
Total liabilities and equity | $ | 25,648 | $ | 267,519 | |||||||||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
RioCan (a) | Hampton (b) | Other Joint | Combined | ||||||||||||||||||||||||||||||
Ventures (c) | Condensed Total | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||
Property related income | $ | — | $ | 12,036 | $ | — | $ | — | $ | — | $ | 6,957 | $ | — | $ | 18,993 | |||||||||||||||||
Other income | — | — | — | — | 1,795 | 2,070 | 1,795 | 2,070 | |||||||||||||||||||||||||
Total revenues | — | 12,036 | — | — | 1,795 | 9,027 | 1,795 | 21,063 | |||||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||||||||
Property operating expenses | — | 1,699 | — | — | — | 912 | — | 2,611 | |||||||||||||||||||||||||
Real estate taxes | — | 2,155 | — | — | — | 1,268 | — | 3,423 | |||||||||||||||||||||||||
Depreciation and amortization | — | 6,767 | — | — | — | 2,422 | — | 9,189 | |||||||||||||||||||||||||
Loss (gain) on lease terminations | — | 4 | — | — | — | (22 | ) | — | (18 | ) | |||||||||||||||||||||||
General and administrative expenses | — | 163 | — | — | 50 | 107 | 50 | 270 | |||||||||||||||||||||||||
Interest expense, net | — | 2,219 | — | — | — | 1,783 | — | 4,002 | |||||||||||||||||||||||||
Other (income) expense, net | — | (4,442 | ) | — | — | 5,919 | 604 | 5,919 | (3,838 | ) | |||||||||||||||||||||||
Total expenses | — | 8,565 | — | — | 5,969 | 7,074 | 5,969 | 15,639 | |||||||||||||||||||||||||
Income (loss) from continuing operations | — | 3,471 | — | — | (4,174 | ) | 1,953 | (4,174 | ) | 5,424 | |||||||||||||||||||||||
(Loss) income from discontinued operations (d) | — | (206 | ) | — | — | — | 2 | — | (204 | ) | |||||||||||||||||||||||
Net income (loss) | $ | — | $ | 3,265 | $ | — | $ | — | $ | (4,174 | ) | $ | 1,955 | $ | (4,174 | ) | $ | 5,220 | |||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
RioCan (a) | Hampton (b) | Other Joint | Combined | ||||||||||||||||||||||||||||||
Ventures (c) | Condensed Total | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||
Property related income | $ | — | $ | 36,758 | $ | — | $ | — | $ | 11,853 | $ | 20,894 | $ | 11,853 | $ | 57,652 | |||||||||||||||||
Other income | — | — | — | — | 5,818 | 6,144 | 5,818 | 6,144 | |||||||||||||||||||||||||
Total revenues | — | 36,758 | — | — | 17,671 | 27,038 | 17,671 | 63,796 | |||||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||||||||
Property operating expenses | — | 5,001 | — | — | 1,660 | 2,635 | 1,660 | 7,636 | |||||||||||||||||||||||||
Real estate taxes | — | 6,187 | — | — | 2,339 | 3,935 | 2,339 | 10,122 | |||||||||||||||||||||||||
Depreciation and amortization | — | 21,128 | — | — | 4,117 | 7,314 | 4,117 | 28,442 | |||||||||||||||||||||||||
Loss (gain) on lease terminations | — | 836 | — | — | (169 | ) | (6 | ) | (169 | ) | 830 | ||||||||||||||||||||||
General and administrative expenses | — | 457 | — | 6 | 220 | 357 | 220 | 820 | |||||||||||||||||||||||||
Interest expense, net | — | 7,033 | — | (1,758 | ) | 3,028 | 5,349 | 3,028 | 10,624 | ||||||||||||||||||||||||
Other (income) expense, net | — | (4,436 | ) | — | (13 | ) | 11,006 | 4,479 | 11,006 | 30 | |||||||||||||||||||||||
Total expenses | — | 36,206 | — | (1,765 | ) | 22,201 | 24,063 | 22,201 | 58,504 | ||||||||||||||||||||||||
Income (loss) from continuing operations | — | 552 | — | 1,765 | (4,530 | ) | 2,975 | (4,530 | ) | 5,292 | |||||||||||||||||||||||
(Loss) income from discontinued operations (d) | — | (1,026 | ) | — | (117 | ) | — | 52 | — | (1,091 | ) | ||||||||||||||||||||||
Gain on sales of investment properties - discontinued operations | — | — | — | 1,019 | — | — | — | 1,019 | |||||||||||||||||||||||||
Net (loss) income | $ | — | $ | (474 | ) | $ | — | $ | 2,667 | $ | (4,530 | ) | $ | 3,027 | $ | (4,530 | ) | $ | 5,220 | ||||||||||||||
(a) | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RC Inland L.P. (RioCan). | ||||||||||||||||||||||||||||||||
(b) | During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton Retail Colorado, L.L.C. (Hampton). | ||||||||||||||||||||||||||||||||
(c) | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | ||||||||||||||||||||||||||||||||
(d) | Included within “(Loss) income from discontinued operations” are the following: property-level operating results attributable to the five properties the Company acquired from its RioCan unconsolidated joint venture on October 1, 2013; all property-level operating results attributable to the Hampton unconsolidated joint venture; and, the property-level operating results recognized by the Company’s MS Inland unconsolidated joint venture related to a property sold to the Company’s RioCan unconsolidated joint venture. The property-level operating results for the portfolio of properties held by the Company’s MS Inland unconsolidated joint venture are presented within “(Loss) income from continuing operations” above given that the Company’s acquisition of its partner’s 80% interest in all of the properties was a transaction among partners. The property-level operating results of the eight RioCan properties in which the Company’s partner acquired the Company’s 20% interest are presented within “Income (loss) from continuing operations” above given the continuity of the controlling financial interest before and after the dissolution transaction. | ||||||||||||||||||||||||||||||||
Profits, Losses and Capital Activity | |||||||||||||||||||||||||||||||||
The following table summarizes the Company’s share of net income (loss) as well as net cash distributions from (contributions to) each unconsolidated joint venture: | |||||||||||||||||||||||||||||||||
The Company’s Share of | Net Cash Distributions | Fees Earned by the | |||||||||||||||||||||||||||||||
Net Income (Loss) for the | from/(Contributions to) | Company for the | |||||||||||||||||||||||||||||||
Three Months Ended September 30, | Joint Ventures for the | Three Months Ended September 30, | |||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||||||
Joint Venture | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
MS Inland (a) | $ | — | $ | 163 | $ | — | $ | 490 | $ | — | $ | 204 | |||||||||||||||||||||
Captive | (232 | ) | (348 | ) | — | — | — | — | |||||||||||||||||||||||||
Hampton | — | — | — | — | — | — | |||||||||||||||||||||||||||
RioCan (b) | — | 290 | — | (3,405 | ) | — | 523 | ||||||||||||||||||||||||||
$ | (232 | ) | $ | 105 | $ | — | $ | (2,915 | ) | $ | — | $ | 727 | ||||||||||||||||||||
The Company’s Share of | Net Cash Distributions | Fees Earned by the | |||||||||||||||||||||||||||||||
Net Income (Loss) for the | from/(Contributions to) | Company for the | |||||||||||||||||||||||||||||||
Nine Months Ended September 30, | Joint Ventures for the | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||||||
Joint Venture | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
MS Inland (a) | $ | 241 | $ | 475 | $ | 1,360 | $ | 1,943 | $ | 338 | $ | 622 | |||||||||||||||||||||
Captive | (1,799 | ) | (1,821 | ) | (25 | ) | — | — | — | ||||||||||||||||||||||||
Hampton (c) | — | 2,576 | — | 855 | — | 1 | |||||||||||||||||||||||||||
RioCan (b) | — | (176 | ) | — | (2,394 | ) | — | 1,648 | |||||||||||||||||||||||||
$ | (1,558 | ) | $ | 1,054 | $ | 1,335 | $ | 404 | $ | 338 | $ | 2,271 | |||||||||||||||||||||
(a) | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | ||||||||||||||||||||||||||||||||
(b) | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan. | ||||||||||||||||||||||||||||||||
(c) | During the nine months ended September 30, 2013, Hampton determined that the carrying value of certain of its assets was not recoverable and, accordingly, recorded property level impairment charges in the amount of $298, of which the Company’s share was $286. The joint venture’s estimate of fair value relating to these impairment assessments was based upon bona fide purchase offers. During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton. | ||||||||||||||||||||||||||||||||
In addition to the Company’s share of net income (loss) for each unconsolidated joint venture, amortization of basis differences is recorded within “Equity in (loss) income of unconsolidated joint ventures, net” in the condensed consolidated statements of operations and other comprehensive (loss) income. Such basis differences resulted from the differences between the Company’s net book values based on historical cost and the fair values of investment properties contributed to its unconsolidated joint ventures and are amortized over the depreciable lives of the joint ventures’ real estate assets and liabilities. The Company recorded amortization of $0 and $21, which was accretive to net income, related to these differences during the three months ended September 30, 2014 and 2013, respectively. The Company recorded amortization of $115 and $44, which was accretive to net income, related to these differences during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||||||||||||||||||||||||||
The Company’s investments in unconsolidated joint ventures are reviewed for potential impairment, in addition to impairment evaluations of the individual assets underlying these investments, whenever events or changes in circumstances warrant such an evaluation. To determine whether impairment, if any, is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until the carrying value is fully recovered. As a result of such evaluations, impairment charges of $1,834 were recorded during the nine months ended September 30, 2013 to write down the carrying value of the Company’s investment in Hampton. The Company’s Hampton joint venture arrangement was dissolved during the year ended December 31, 2013. No impairment charges to the Company’s investments in unconsolidated joint ventures were considered necessary during the nine months ended September 30, 2014. | |||||||||||||||||||||||||||||||||
Acquisitions | |||||||||||||||||||||||||||||||||
On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland by acquiring its partner’s 80% ownership interest in the six multi-tenant retail properties owned by the joint venture (see Note 3). The six properties had, at acquisition, a combined fair value of $292,500, with the Company’s partner’s interest valued at $234,000. The Company paid total cash consideration of approximately $120,600 before transaction costs and prorations and after assumption of the joint venture’s in-place mortgage financing on those properties of $141,698 at a weighted average interest rate of 4.79%. The Company accounted for this transaction as a business combination achieved in stages and recognized a gain on change in control of investment properties of $24,158 in the second quarter of 2014 as a result of remeasuring the carrying value of its 20% interest in the six acquired properties to fair value. The following table summarizes the calculation of the gain on change in control of investment properties recognized in conjunction with the transaction discussed above: | |||||||||||||||||||||||||||||||||
Fair value of the net assets acquired at 100% | $ | 150,802 | |||||||||||||||||||||||||||||||
Fair value of the net assets acquired at 20% | $ | 30,160 | |||||||||||||||||||||||||||||||
Carrying value of the Company’s previous investment in the six properties acquired on June 5, 2014 | (6,002 | ) | |||||||||||||||||||||||||||||||
Gain on change in control of investment properties | $ | 24,158 | |||||||||||||||||||||||||||||||
Equity
Equity | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Equity | ' | |||||||||||
Equity | ||||||||||||
On March 7, 2013, the Company established an at-the-market (ATM) equity program under which it may sell shares of its Class A common stock, having an aggregate offering price of up to $200,000, from time to time. Actual sales may depend on a variety of factors, including, among others, market conditions and the trading price of the Company’s Class A common stock. The net proceeds are expected to be used for general corporate purposes, which may include repaying debt, including the Company's unsecured revolving line of credit, and funding acquisitions. | ||||||||||||
The Company did not sell any shares under its ATM equity program during the nine months ended September 30, 2014. | ||||||||||||
The following table presents activity under the Company’s ATM equity program: | ||||||||||||
Number of | Total net | Average price | ||||||||||
common | consideration | per share | ||||||||||
shares sold | ||||||||||||
First quarter 2013 | 56 | $ | 688 | $ | 14.94 | |||||||
Second quarter 2013 | 5,491 | $ | 82,839 | $ | 15.3 | |||||||
Third quarter 2013 | — | $ | — | $ | — | |||||||
Year to date September 30, 2013 | 5,547 | $ | 83,527 | $ | 15.29 | |||||||
First quarter 2014 | — | $ | — | $ | — | |||||||
Second quarter 2014 | — | $ | — | $ | — | |||||||
Third quarter 2014 | — | $ | — | $ | — | |||||||
Year to date September 30, 2014 | — | $ | — | $ | — | |||||||
As of September 30, 2014, the Company had common shares having an aggregate offering price of up to $115,165 remaining available for sale under its ATM equity program. |
Earnings_per_Share
Earnings per Share | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings per Share | ' | ||||||||||||||||
Earnings per Share | |||||||||||||||||
The following is a reconciliation between weighted average shares used in the basic and diluted earnings per share (EPS) calculations, excluding amounts attributable to noncontrolling interests: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
(Loss) income from continuing operations | $ | (41,904 | ) | $ | (20,129 | ) | $ | 1,233 | $ | (39,129 | ) | ||||||
Gain on sales of investment properties | 15,168 | 1,150 | 15,695 | 5,807 | |||||||||||||
Preferred stock dividends | (2,362 | ) | (2,362 | ) | (7,087 | ) | (7,087 | ) | |||||||||
(Loss) income from continuing operations attributable to | (29,098 | ) | (21,341 | ) | 9,841 | (40,409 | ) | ||||||||||
common shareholders | |||||||||||||||||
(Loss) income from discontinued operations | — | (18,573 | ) | 507 | 9,861 | ||||||||||||
Net (loss) income attributable to common shareholders | (29,098 | ) | (39,914 | ) | 10,348 | (30,548 | ) | ||||||||||
Distributions paid on unvested restricted shares | (65 | ) | (18 | ) | (159 | ) | (41 | ) | |||||||||
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ | (29,163 | ) | $ | (39,932 | ) | $ | 10,189 | $ | (30,589 | ) | ||||||
Denominator: | |||||||||||||||||
Denominator for (loss) earnings per common share — basic: | |||||||||||||||||
Weighted average number of common shares outstanding | 236,203 | (a) | 236,151 | (b) | 236,177 | (a) | 233,462 | (b) | |||||||||
Effect of dilutive securities — stock options | — | (c) | — | (c) | 3 | (c) | — | (c) | |||||||||
Denominator for (loss) earnings per common share — diluted: | |||||||||||||||||
Weighted average number of common and common | 236,203 | 236,151 | 236,180 | 233,462 | |||||||||||||
equivalent shares outstanding | |||||||||||||||||
(a) | Excluded from these weighted average amounts are 397 shares of unvested restricted common stock, which equate to 397 and 353 shares, respectively, on a weighted average basis for the three and nine months ended September 30, 2014. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | ||||||||||||||||
(b) | Excluded from these weighted average amounts are 109 shares of unvested restricted common stock, which equate to 109 and 93 shares, respectively, on a weighted average basis for the three and nine months ended September 30, 2013. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | ||||||||||||||||
(c) | There were outstanding options to purchase 66 and 78 shares of common stock as of September 30, 2014 and 2013, respectively, at a weighted average exercise price of $19.09 and $19.10, respectively. Of these outstanding options, 54 and 78 shares of common stock as of September 30, 2014 and 2013, respectively, at a weighted average exercise price of $20.72 and $19.10, respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive. |
Provision_for_Impairment_of_In
Provision for Impairment of Investment Properties | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | ' | |||||||||||
Provision for Impairment of Investment Properties | ' | |||||||||||
Provision for Impairment of Investment Properties | ||||||||||||
As of September 30, 2014, the Company identified certain indicators of impairment for 10 of its properties, three of which were classified as held for sale as of September 30, 2014. Such indicators included a low occupancy rate, difficulty in leasing space and related cost of re-leasing, financially troubled tenants or reduced anticipated holding periods. The Company performed individual cash flow analyses for this population and determined it necessary to record impairment charges to write down the carrying value of its investment in three properties, one of which was classified as held for sale as of September 30, 2014. For the remaining seven properties, the Company determined that the projected undiscounted cash flows based upon the estimated holding period for each asset exceeded the respective carrying value by a weighted average of 58%. In addition, during the nine months ended September 30, 2014, the Company recorded impairment charges related to the dispositions of Midtown Center, Boston Commons and Four Peaks Plaza. | ||||||||||||
The investment property impairment charges recorded by the Company during the nine months ended September 30, 2014 are summarized below: | ||||||||||||
Property Name | Property Type | Impairment Date | Approximate | Provision for | ||||||||
Square | Impairment of | |||||||||||
Footage | Investment | |||||||||||
Properties | ||||||||||||
Midtown Center (a) | Multi-tenant retail | 31-Mar-14 | 408,500 | $ | 394 | |||||||
Gloucester Town Center (b) | Multi-tenant retail | Various | 107,200 | 6,148 | ||||||||
Boston Commons (c) | Multi-tenant retail | 19-Aug-14 | 103,400 | 453 | ||||||||
Four Peaks Plaza (c) | Multi-tenant retail | 27-Aug-14 | 140,400 | 4,154 | ||||||||
Shaw’s Supermarket (d) | Single-user retail | 30-Sep-14 | 65,700 | 6,230 | ||||||||
The Gateway (e) | Multi-tenant retail | 30-Sep-14 | 623,200 | 42,999 | ||||||||
Total | $ | 60,378 | ||||||||||
Estimated fair value of impaired properties as of impairment date | $ | 155,720 | ||||||||||
(a) | The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was sold on April 1, 2014, but is included in continuing operations due to the Company’s early adoption of the 2014 discontinued operations pronouncement. See Note 2 for further details. | |||||||||||
(b) | The Company recorded an impairment charge of $5,400 during the second quarter of 2014 initially based upon the terms and conditions of a bona fide purchase offer received from an unaffiliated third party and an additional impairment charge of $748 during the third quarter of 2014 based upon the final disposition price and the related terms and conditions of the executed sales contract. This property was classified as held for sale as of September 30, 2014 and was sold on October 2, 2014. | |||||||||||
(c) | During August 2014, the Company recorded an impairment charge in conjunction with the sale of the property based upon the terms and conditions of an executed sales contract. | |||||||||||
(d) | The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property. | |||||||||||
(e) | The Company recorded an impairment charge as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property. | |||||||||||
As part of its analyses performed during the nine months ended September 30, 2013, the Company identified certain indicators of impairment at 18 of its properties (five of which were classified as held for sale as of September 30, 2013 and 12 of which were subsequently sold). The Company performed cash flow analyses during the nine months ended September 30, 2013 and determined it necessary to record an impairment charge to write down the carrying value of its investment in four properties to their estimated fair value, two of which were classified as held for sale as of September 30, 2013. Of the remaining 14 properties, three were classified as held for sale as of September 30, 2013. For the remaining 11 properties, the Company determined that the projected undiscounted cash flows based upon the estimated holding period for each asset exceeded their respective carrying values by a weighted average of 25%. | ||||||||||||
The investment property impairment charges recorded by the Company during the nine months ended September 30, 2013 are summarized below: | ||||||||||||
Property Name | Property Type | Impairment Date | Approximate | Provision for | ||||||||
Square | Impairment of | |||||||||||
Footage | Investment | |||||||||||
Properties | ||||||||||||
Continuing Operations: | ||||||||||||
Aon Hewitt East Campus (a) | Single-user office | 30-Sep-13 | 343,000 | $ | 27,183 | |||||||
27,183 | ||||||||||||
Discontinued Operations: | ||||||||||||
University Square (b) | Multi-tenant retail | 30-Jun-13 | 287,000 | 6,694 | ||||||||
Raytheon Facility (c) | Single-user office | Various | 105,000 | 2,518 | ||||||||
Shops at 5 (d) | Multi-tenant retail | 30-Sep-13 | 421,700 | 20,601 | ||||||||
Preston Trail Village (e) | Multi-tenant retail | 30-Sep-13 | 180,000 | 1,939 | ||||||||
Rite Aid - Atlanta (e) | Single-user retail | 30-Sep-13 | 10,900 | 205 | ||||||||
31,957 | ||||||||||||
Total | $ | 59,140 | ||||||||||
Estimated fair value of impaired properties as of impairment date | $ | 77,853 | ||||||||||
(a) | The Company recorded an impairment charge based upon the terms of a bona fide purchase offer received from an unaffiliated third party. | |||||||||||
(b) | The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property, which was sold on October 25, 2013. | |||||||||||
(c) | The Company recorded an impairment charge of $2,482 during the second quarter of 2013 initially based upon the terms and conditions of a bona fide purchase offer received from an unaffiliated third party and an additional impairment charge of $36 on July 31, 2013, the date of disposition, based upon the final disposition price and related terms and conditions of the executed sales contract. | |||||||||||
(d) | The Company recorded an impairment charge based upon the terms and conditions of a negotiated sales contract with an unaffiliated third party. | |||||||||||
(e) | The Company recorded impairment charges calculated based upon an estimated fair value equal to expected sales prices from executed sales agreements less estimated transaction costs. | |||||||||||
The Company can provide no assurance that material impairment charges with respect to the Company’s investment properties will not occur in future periods. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||
The following table presents the carrying value and estimated fair value of the Company’s financial instruments. | ||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||
Financial liabilities: | ||||||||||||||||||||
Mortgages payable, net | $ | 1,652,729 | $ | 1,789,231 | $ | 1,684,633 | $ | 1,827,638 | ||||||||||||
Unsecured notes payable | $ | 250,000 | $ | 254,967 | $ | — | $ | — | ||||||||||||
Credit facility | $ | 508,000 | $ | 509,761 | $ | 615,000 | $ | 617,478 | ||||||||||||
Derivative liability | $ | 503 | $ | 503 | $ | 751 | $ | 751 | ||||||||||||
The carrying values of mortgages payable, net and unsecured notes payable in the table above are included in the condensed consolidated balance sheets under the indicated captions. The carrying value of the credit facility is comprised of the “Unsecured term loan” and the “Unsecured revolving line of credit” and the carrying value of the derivative liability is included in “Other liabilities” in the condensed consolidated balance sheets. | ||||||||||||||||||||
Recurring Fair Value Measurements | ||||||||||||||||||||
The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
September 30, 2014 | ||||||||||||||||||||
Derivative liability | $ | — | $ | 503 | $ | — | $ | 503 | ||||||||||||
December 31, 2013 | ||||||||||||||||||||
Derivative liability | $ | — | $ | 751 | $ | — | $ | 751 | ||||||||||||
Derivative liability: The fair value of the derivative liability is determined using a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis utilizes observable market data including forward yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the derivative are then discounted using calculated discount factors developed based on the LIBOR swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2014 and December 31, 2013, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements. The Company’s derivative instruments are further described in Note 9. | ||||||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||||||
The following table presents the Company’s assets measured on a nonrecurring basis at September 30, 2014 and December 31, 2013, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to properties remeasured to fair value during the nine months ended September 30, 2014 and year ended December 31, 2013, except for those properties sold prior to September 30, 2014 and December 31, 2013, respectively. Methods and assumptions used to estimate the fair value of these assets are described after the table. | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Provision for | ||||||||||||||||
Impairment (a) | ||||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||
Investment properties - held for sale (b) | $ | — | $ | 10,350 | $ | — | $ | 10,350 | $ | 6,148 | ||||||||||
Investment properties (c) | $ | — | $ | — | $ | 78,500 | $ | 78,500 | $ | 49,229 | ||||||||||
December 31, 2013 | ||||||||||||||||||||
Investment properties (d) | $ | — | $ | — | $ | 75,000 | $ | 75,000 | $ | 59,486 | ||||||||||
(a) | Excludes impairment charges recorded on investment properties sold prior to September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||||
(b) | Represents impairment charges of $5,400 and $748 recorded during the three months ended June 30, 2014 and September 30, 2014, respectively, to write down the carrying value of the Company’s Gloucester Town Center investment property to estimated fair value. The charge recorded during the three months ended September 30, 2014, calculated as the final disposition price of the executed sales contract less transaction costs, as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The transaction costs totaling $594 are not reflected as a reduction to the fair value disclosed in the table above. | |||||||||||||||||||
(c) | Represents impairment charges to write down the carrying value of the Company’s Shaw’s Supermarket and The Gateway investment properties to estimated fair value. The Company’s re-evaluation of strategic alternatives for Shaw’s Supermarket was the primary driver of the impairment charge recorded for that property. The Company recorded an impairment charge for The Gateway as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property. The estimated fair values of Shaw’s Supermarket and The Gateway of $3,100 and $75,400, respectively, were determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates, growth assumptions and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other industry data. The terminal capitalization rate and discount rate are significant inputs to this valuation. The following are the key Level 3 inputs used in estimating the fair value of Shaw’s Supermarket and The Gateway as of September 30, 2014. | |||||||||||||||||||
2014 | ||||||||||||||||||||
Low | High | |||||||||||||||||||
Rental growth rates | Varies (i) | Varies (i) | ||||||||||||||||||
Operating expense growth rates | 1.39% | 3.70% | ||||||||||||||||||
Discount rates | 8.25% | 9.50% | ||||||||||||||||||
Terminal capitalization rates | 7.50% | 8.50% | ||||||||||||||||||
(i) Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors. | ||||||||||||||||||||
(d) | Includes impairment charges to write down the carrying value of the Company’s Aon Hewitt East Campus, Four Peaks Plaza and Lake Mead Crossing investment properties to estimated fair value. The estimated fair value of Aon Hewitt East Campus of $18,000 was based upon a bona fide purchase offer received by the Company from an unaffiliated third party (a Level 3 input). A change in the Company’s estimated holding period was the primary driver of the impairment charges recorded to the Company’s investments in Four Peaks Plaza and Lake Mead Crossing. The estimated fair values of Four Peaks Plaza and Lake Mead Crossing of $14,000 and $43,000, respectively, were determined using the income approach. See (b) above for full description of the income approach. The following are the key Level 3 inputs used in estimating the fair value of Four Peaks Plaza and Lake Mead Crossing as of December 31, 2013. | |||||||||||||||||||
2013 | ||||||||||||||||||||
Low | High | |||||||||||||||||||
Rental growth rates | Varies (i) | Varies (i) | ||||||||||||||||||
Operating expense growth rates | 3.27% | 3.56% | ||||||||||||||||||
Discount rates | 7.29% | 8.45% | ||||||||||||||||||
Terminal capitalization rates | 6.79% | 8.49% | ||||||||||||||||||
(i) | Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors. | |||||||||||||||||||
Fair Value Disclosures | ||||||||||||||||||||
The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which they fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
September 30, 2014 | ||||||||||||||||||||
Mortgages payable, net | $ | — | $ | — | $ | 1,789,231 | $ | 1,789,231 | ||||||||||||
Unsecured notes payable | $ | — | $ | — | $ | 254,967 | $ | 254,967 | ||||||||||||
Credit facility | $ | — | $ | — | $ | 509,761 | $ | 509,761 | ||||||||||||
December 31, 2013 | ||||||||||||||||||||
Mortgages payable, net | $ | — | $ | — | $ | 1,827,638 | $ | 1,827,638 | ||||||||||||
Credit facility | $ | — | $ | — | $ | 617,478 | $ | 617,478 | ||||||||||||
Mortgages payable, net: The Company estimates the fair value of its mortgages payable by discounting the future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The rates used are not directly observable in the marketplace and judgment is used in determining the appropriate rate for each of the Company’s individual mortgages payable based upon the specific terms of the agreement, including the term to maturity, the quality and nature of the underlying property, and its leverage ratio. The rates used range from 2.4% to 4.3% and 2.4% to 5.6% at September 30, 2014 and December 31, 2013, respectively. | ||||||||||||||||||||
Unsecured notes payable: The Company estimates the fair value of its unsecured notes payable by discounting the future cash flows at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The rates used are not directly observable in the marketplace and judgment is used in determining the appropriate rates. The weighted average rate used was 4.13% as of September 30, 2014. | ||||||||||||||||||||
Credit facility: The Company estimates the fair value of its credit facility by discounting the future cash flows related to the credit spreads at rates currently offered to the Company by its lenders for similar facilities of comparable maturities. The rates used are not directly observable in the marketplace and judgment is used in determining the appropriate rates. The rates used were 1.35% and 1.40% for the unsecured term loan and unsecured revolving line of credit, respectively, as of both September 30, 2014 and December 31, 2013. | ||||||||||||||||||||
There were no transfers of liabilities between the levels of the fair value hierarchy during the nine months ended September 30, 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
Although the mortgage loans obtained by the Company are generally non-recourse, occasionally the Company may guarantee all or a portion of the debt on a full-recourse basis. As of September 30, 2014, the Company has guaranteed $7,851 of its outstanding mortgage and construction loans, with maturity dates ranging from November 2, 2014 through September 30, 2016. |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2014 | |
Litigation Disclosure [Abstract] | ' |
Legal Matters and Contingencies | ' |
Litigation | |
As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, in 2012, certain shareholders of the Company filed putative class action lawsuits against the Company and certain of its officers and directors. | |
On June 10, 2014, the U.S. District Court in the Northern District of Illinois (the Court) dismissed four of the five lawsuits with prejudice and entered judgment in favor of the Company and its officers and directors. The Court dismissed the fifth lawsuit without prejudice and granted the plaintiff in that case permission to file an amended complaint. The amended complaint did not name the Company or its officers and directors as defendants. On August 6, 2014, in the fifth lawsuit, the Court entered judgment in favor of the Company and its officers and directors. The plaintiffs did not file a timely appeal from the June 10, 2014 dismissal order and judgments, and the time to appeal has now expired in all five lawsuits. Consequently, the lawsuits against the Company and its officers and directors are now closed. | |
The Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the financial statements of the Company. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Sep. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
Subsequent Events | ||
Subsequent to September 30, 2014, the Company: | ||
• | repaid $20,000, net of borrowings, on its unsecured revolving line of credit using proceeds from dispositions; | |
• | closed on the sale of Gloucester Town Center, a 107,200 square foot multi-tenant retail property located in Gloucester, New Jersey for a sales price of $10,350 with no significant gain or loss on sale due to impairment charges previously recognized; and | |
• | closed on the sale of a portfolio of five single-user retail properties aggregating 65,400 square feet for a total sales price of $24,400 with an anticipated gain on sale of approximately $6,363. | |
On October 21, 2014, the Company’s board of directors declared the cash dividend for the fourth quarter of 2014 for the Company’s 7.00% Series A cumulative redeemable preferred stock. The dividend of $0.4375 per preferred share will be paid on December 31, 2014 to preferred shareholders of record at the close of business on December 19, 2014. | ||
On October 21, 2014, the Company’s board of directors declared the distribution for the fourth quarter of 2014 of $0.165625 per share on the Company’s outstanding Class A common stock, which will be paid on January 9, 2015 to Class A common shareholders of record at the close of business on December 26, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Effective January 1, 2014, companies are required to present unrecognized tax benefits as a reduction to deferred tax assets when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. To the extent none of these are available at the reporting date, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. | |
Effective January 1, 2015, with early adoption permitted effective January 1, 2014, the definition of discontinued operations has been revised to limit what qualifies for this classification and presentation to disposals of components of a company that represent strategic shifts that have, or will have, a major effect on a company’s operations and financial results. Required expanded disclosures for disposals or disposal groups that qualify for discontinued operations are intended to provide users of financial statements with enhanced information about the assets, liabilities, revenues and expenses of such discontinued operations. In addition, in accordance with this pronouncement, companies are required to disclose the pretax profit or loss of an individually significant component that does not qualify for discontinued operations treatment. While the threshold for a disposal or disposal group to qualify for discontinued operations treatment has been revised, this pronouncement retains the held for sale classification and presentation concepts of previous authoritative literature. Accordingly, under this pronouncement, a disposal or disposal group may qualify for held for sale classification but not meet the threshold for discontinued operations treatment. The Company has elected to early adopt this pronouncement effective January 1, 2014. The adoption, which is applied prospectively, is anticipated to substantially reduce the number of the Company’s transactions, going forward, that qualify for discontinued operations as compared to historical results. Upon adoption of this pronouncement effective January 1, 2014, the investment properties that were sold or held for sale during 2014, except for Riverpark Phase IIA, which qualified for discontinued operations treatment under the previous standard, did not qualify for discontinued operations and, as such, are reflected in continuing operations on the condensed consolidated statements of operations and other comprehensive (loss) income. | |
Effective January 1, 2016, with early adoption permitted effective January 1, 2014, companies that grant their employees share-based payments in which the terms of the award provide that a performance target which affects vesting could be achieved after the requisite service period will be required to treat that feature as a performance condition. The Company has elected to early adopt this pronouncement effective January 1, 2014. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. | |
Effective January 1, 2017, companies will be required to apply a five-step model in accounting for revenue arising from contracts with customers. The core principle of the revised revenue model is that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Lease contracts will be excluded from this revenue recognition criteria; however, the sale of real estate will be required to follow the new model. Expanded quantitative and qualitative disclosures regarding revenue recognition will be required for contracts that are subject to this guidance. The Company does not expect the adoption will have a material effect on its consolidated financial statements, however it will continue to evaluate this assessment until the guidance becomes effective. | |
Effective January 1, 2017, a company’s management will be required to assess the entity’s ability to continue as a going concern every reporting period including interim periods for a period of one year after the date that the financial statements are issued (or available to be issued) and provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The Company does not expect the adoption will have a material effect on its consolidated financial statements. |
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation (Tables) | 9 Months Ended | |||||
Sep. 30, 2014 | ||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||
Summary of property ownership | ' | |||||
The Company’s property ownership as of September 30, 2014 is summarized below: | ||||||
Wholly-owned | Consolidated | |||||
Joint Ventures (a) | ||||||
Operating properties (b) | 225 | — | ||||
Development properties | 2 | 1 | ||||
(a) | The Company has a 50% ownership interest in one LLC. | |||||
(b) | Excludes two wholly-owned operating properties and a portion of a third wholly-owned operating property classified as held for sale as of September 30, 2014. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of acquisition date fair values | ' | |||||||||||||||
The following table summarizes the acquisition date fair values, before prorations, the Company recorded in conjunction with the acquisitions discussed above: | ||||||||||||||||
Land | $ | 112,804 | ||||||||||||||
Building and other improvements | 205,862 | |||||||||||||||
Acquired lease intangible assets | 33,568 | |||||||||||||||
Acquired lease intangible liabilities | (20,206 | ) | ||||||||||||||
Mortgages payable (a) | (146,485 | ) | ||||||||||||||
Net assets acquired (b) | $ | 185,543 | ||||||||||||||
(a) | Includes mortgage premium of $4,787. | |||||||||||||||
(b) | Net assets attributable to the MS Inland acquisitions are presented at 100%. | |||||||||||||||
Schedule of condensed pro forma financial information | ' | |||||||||||||||
The unaudited condensed pro forma financial information is as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Total revenues | $ | 151,402 | $ | 143,538 | $ | 458,523 | $ | 422,596 | ||||||||
Net loss | $ | (27,270 | ) | $ | (38,104 | ) | $ | (8,759 | ) | $ | (3,191 | ) | ||||
Net loss attributable to common shareholders | $ | (29,632 | ) | $ | (40,466 | ) | $ | (15,846 | ) | $ | (10,278 | ) | ||||
Loss per common share — basic and diluted | ||||||||||||||||
Net loss per common share attributable to common shareholders | $ | (0.13 | ) | $ | (0.17 | ) | $ | (0.07 | ) | $ | (0.04 | ) | ||||
Weighted average number of common shares outstanding - basic | 236,203 | 236,151 | 236,177 | 233,462 | ||||||||||||
Weighted average number of common shares outstanding - diluted | 236,203 | 236,151 | 236,180 | 233,462 | ||||||||||||
Dispositions_Tables
Dispositions (Tables) | 9 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||||||||||
Schedule of property dispositions | ' | |||||||||||||||||||||||
The Company closed on the following property dispositions during the nine months ended September 30, 2014: | ||||||||||||||||||||||||
Date | Property Name | Property Type | Square | Consideration | Aggregate | Mortgage | Gain | |||||||||||||||||
Footage | Proceeds, Net (a) | Debt | ||||||||||||||||||||||
Extinguished | ||||||||||||||||||||||||
Continuing Operations: | ||||||||||||||||||||||||
August 27, 2014 | Four Peaks Plaza | Multi-tenant retail | 140,400 | $ | 9,900 | $ | 9,381 | $ | 9,713 | $ | — | |||||||||||||
August 26, 2014 | Crossroads Plaza CVS | Single-user retail | 16,000 | 7,650 | 7,411 | — | (b) | 2,863 | ||||||||||||||||
August 19, 2014 | Greenwich Center | Multi-tenant retail | 182,600 | 22,700 | 21,977 | — | (c) | 5,871 | ||||||||||||||||
August 19, 2014 | Boston Commons | Multi-tenant retail | 103,400 | 9,820 | 9,586 | — | — | |||||||||||||||||
August 15, 2014 | Fisher Scientific | Single-user office | 114,700 | 14,000 | 13,715 | — | 3,732 | |||||||||||||||||
August 15, 2014 | Stanley Works/Mac Tools | Single-user office | 72,500 | 10,350 | 10,184 | — | 1,375 | |||||||||||||||||
August 1, 2014 | Battle Ridge Pavilion | Multi-tenant retail | 103,500 | 14,100 | 13,722 | — | 1,327 | |||||||||||||||||
May 16, 2014 | Beachway Plaza & Cornerstone Plaza (d) | Multi-tenant retail | 189,600 | 24,450 | 23,292 | — | 527 | |||||||||||||||||
April 1, 2014 | Midtown Center | Multi-tenant retail | 408,500 | 47,150 | 46,043 | — | (e) | — | ||||||||||||||||
1,331,200 | 160,120 | 155,311 | 9,713 | 15,695 | ||||||||||||||||||||
Discontinued Operations: | ||||||||||||||||||||||||
March 11, 2014 | Riverpark Phase IIA | Single-user retail | 64,300 | 9,269 | 9,204 | — | (f) | 655 | ||||||||||||||||
1,395,500 | $ | 169,389 | $ | 164,515 | $ | 9,713 | $ | 16,350 | ||||||||||||||||
(a) | Aggregate proceeds are net of transaction costs and exclude $66 of condemnation proceeds, which did not result in any additional gain recognition. | |||||||||||||||||||||||
(b) | The Company repaid the $4,229 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
(c) | The Company repaid the $14,475 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
(d) | The terms of the disposition of Beachway Plaza and Cornerstone Plaza were negotiated as a single transaction. | |||||||||||||||||||||||
(e) | The Company repaid the $30,124 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
(f) | The Company repaid the $6,435 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||
Schedule of investment properties classified as held for sale | ' | |||||||||||||||||||||||
As of September 30, 2014, the Company had entered into contracts to sell the following properties, which qualified for held for sale accounting treatment: | ||||||||||||||||||||||||
Property Name | Property Location | Property Type | Square | |||||||||||||||||||||
Footage | ||||||||||||||||||||||||
Gloucester Town Center | Gloucester, New Jersey | Multi-tenant retail | 107,200 | |||||||||||||||||||||
Plaza at Riverlakes | Bakersfield, California | Multi-tenant retail | 102,800 | |||||||||||||||||||||
Mission Crossing (a) | San Antonio, Texas | Multi-tenant retail | 163,400 | |||||||||||||||||||||
373,400 | ||||||||||||||||||||||||
(a) | The anticipated disposition of Mission Crossing does not impact the Company’s property count as the Company will continue to own a single-user parcel at the property, which is not classified as held for sale as of September 30, 2014. | |||||||||||||||||||||||
Schedule of assets and liabilities associated with investment properties held for sale | ' | |||||||||||||||||||||||
The following table presents the assets and liabilities associated with the held for sale properties: | ||||||||||||||||||||||||
September 30, | December 31, | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Land, building and other improvements | $ | 47,653 | $ | 10,285 | ||||||||||||||||||||
Accumulated depreciation | (9,666 | ) | (2,206 | ) | ||||||||||||||||||||
Net investment properties | 37,987 | 8,079 | ||||||||||||||||||||||
Other assets | 1,828 | 537 | ||||||||||||||||||||||
Assets associated with investment properties held for sale | $ | 39,815 | $ | 8,616 | ||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||
Mortgages payable | $ | — | $ | 6,435 | ||||||||||||||||||||
Other liabilities | 1,206 | 168 | ||||||||||||||||||||||
Liabilities associated with investment properties held for sale | $ | 1,206 | $ | 6,603 | ||||||||||||||||||||
Schedule of results of operations for investment properties that are accounted for as discontinued operations | ' | |||||||||||||||||||||||
The results of operations for the investment properties that are accounted for as discontinued operations, which population consists of investment properties sold and classified as held for sale on or prior to December 31, 2013, including Riverpark Phase IIA, are presented in the table below: | ||||||||||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||
Rental income | $ | — | $ | 6,390 | $ | (123 | ) | $ | 20,008 | |||||||||||||||
Tenant recovery income | — | 1,432 | 144 | 4,440 | ||||||||||||||||||||
Other property income | — | 800 | 23 | 6,349 | ||||||||||||||||||||
Total revenues | — | 8,622 | 44 | 30,797 | ||||||||||||||||||||
Expenses: | ||||||||||||||||||||||||
Property operating expenses | — | 1,031 | 121 | 4,003 | ||||||||||||||||||||
Real estate taxes | — | 1,546 | 3 | 4,895 | ||||||||||||||||||||
Depreciation and amortization | — | 2,971 | — | 9,831 | ||||||||||||||||||||
Provision for impairment of investment properties | — | 22,781 | — | 31,957 | ||||||||||||||||||||
Gain on extinguishment of debt | — | — | — | (26,331 | ) | |||||||||||||||||||
Interest expense | — | 590 | 68 | 3,269 | ||||||||||||||||||||
Other income, net | — | (19 | ) | — | (53 | ) | ||||||||||||||||||
Total expenses | — | 28,900 | 192 | 27,571 | ||||||||||||||||||||
(Loss) income from discontinued operations, net | $ | — | $ | (20,278 | ) | $ | (148 | ) | $ | 3,226 | ||||||||||||||
Compensation_Plans_Tables
Compensation Plans (Tables) | 9 Months Ended | ||||||
Sep. 30, 2014 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||
Summary of unvested restricted shares | ' | ||||||
The following table represents a summary of the Company’s unvested restricted shares as of and for the nine months ended September 30, 2014: | |||||||
Unvested | Weighted Average | ||||||
Restricted | Grant Date Fair | ||||||
Shares | Value per | ||||||
Restricted Share | |||||||
Balance at January 1, 2014 | 152 | $ | 15.11 | ||||
Shares granted (a) | 303 | $ | 13.89 | ||||
Shares vested | (57 | ) | $ | 14.5 | |||
Shares forfeited | (1 | ) | $ | 15.61 | |||
Balance at September 30, 2014 | 397 | $ | 14.27 | ||||
(a) | Shares granted vest ratably over periods ranging from one to three years in accordance with the terms of applicable award documents. |
Mortgages_Payable_Tables
Mortgages Payable (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Summary of mortgages payable | ' | |||||||||||||||||||||||||||
The following table summarizes the Company’s mortgages payable: | ||||||||||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||||||||||
Aggregate | Weighted | Weighted | Aggregate | Weighted | Weighted | |||||||||||||||||||||||
Principal | Average | Average Years | Principal | Average | Average Years | |||||||||||||||||||||||
Balance | Interest Rate | to Maturity | Balance | Interest Rate | to Maturity | |||||||||||||||||||||||
Fixed rate mortgages payable (a) | $ | 1,634,083 | 6.04 | % | 4.2 | $ | 1,673,080 | 6.15 | % | 4.9 | ||||||||||||||||||
Variable rate construction loan (b) | 14,518 | 2.44 | % | 0.1 | 11,359 | 2.44 | % | 0.8 | ||||||||||||||||||||
Mortgages payable | 1,648,601 | 6.01 | % | 4.2 | 1,684,439 | 6.13 | % | 4.9 | ||||||||||||||||||||
Premium, net of accumulated amortization | 4,726 | 1,175 | ||||||||||||||||||||||||||
Discount, net of accumulated amortization | (598 | ) | (981 | ) | ||||||||||||||||||||||||
Mortgages payable, net | $ | 1,652,729 | $ | 1,684,633 | ||||||||||||||||||||||||
(a) | Includes $8,177 and $8,337 of variable rate mortgage debt that was swapped to a fixed rate as of September 30, 2014 and December 31, 2013, respectively, and excludes mortgages payable of $6,435 associated with one investment property classified as held for sale as of December 31, 2013. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% and 3.50% to 8.00% as of September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||||
(b) | The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25%. | |||||||||||||||||||||||||||
Scheduled maturities and principal amortization of indebtedness | ' | |||||||||||||||||||||||||||
The following table shows the scheduled maturities and principal amortization of the Company’s indebtedness as of September 30, 2014 for the remainder of 2014, each of the next four years and thereafter and does not reflect the impact of any debt activity that occurred after September 30, 2014: | ||||||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Debt: | ||||||||||||||||||||||||||||
Fixed rate debt: | ||||||||||||||||||||||||||||
Mortgages payable (a) | $ | 4,607 | $ | 377,328 | $ | 67,908 | $ | 321,315 | $ | 12,618 | $ | 850,307 | $ | 1,634,083 | ||||||||||||||
Unsecured credit facility - fixed rate portion of term loan (b) | — | — | — | — | 300,000 | — | 300,000 | |||||||||||||||||||||
Unsecured notes payable | — | — | — | — | — | 250,000 | 250,000 | |||||||||||||||||||||
Total fixed rate debt | 4,607 | 377,328 | 67,908 | 321,315 | 312,618 | 1,100,307 | 2,184,083 | |||||||||||||||||||||
Variable rate debt: | ||||||||||||||||||||||||||||
Construction loan | 14,518 | — | — | — | — | — | 14,518 | |||||||||||||||||||||
Unsecured credit facility | — | — | — | 58,000 | 150,000 | — | 208,000 | |||||||||||||||||||||
Total variable rate debt | 14,518 | — | — | 58,000 | 150,000 | — | 222,518 | |||||||||||||||||||||
Total debt (c) | $ | 19,125 | $ | 377,328 | $ | 67,908 | $ | 379,315 | $ | 462,618 | $ | 1,100,307 | $ | 2,406,601 | ||||||||||||||
Weighted average interest rate on debt: | ||||||||||||||||||||||||||||
Fixed rate debt | 6.25 | % | 5.58 | % | 5.07 | % | 5.53 | % | 2.19 | % | 6.02 | % | 5.3 | % | ||||||||||||||
Variable rate debt | 2.44 | % | — | — | 1.66 | % | 1.61 | % | — | 1.68 | % | |||||||||||||||||
Total | 3.36 | % | 5.58 | % | 5.07 | % | 4.94 | % | 2 | % | 6.02 | % | 4.96 | % | ||||||||||||||
(a) | Includes $8,177 of variable rate mortgage debt that was swapped to a fixed rate as of September 30, 2014. Excludes mortgage premium of $4,726 and discount of $(598), net of accumulated amortization, which was outstanding as of September 30, 2014. | |||||||||||||||||||||||||||
(b) | $300,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through February 24, 2016. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap. | |||||||||||||||||||||||||||
(c) | As of September 30, 2014, the weighted average years to maturity of consolidated indebtedness was 4.5 years. |
Unsecured_Notes_Payable_Tables
Unsecured Notes Payable (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Debt Disclosure [Abstract] | ' | |||||||||
Summary of unsecured notes payable | ' | |||||||||
The following table summarizes the Company’s unsecured notes payable: | ||||||||||
Unsecured Notes Payable | Maturity Date | Principal | Interest Rate/ | |||||||
Balance as of | Weighted Average | |||||||||
30-Sep-14 | Interest Rate | |||||||||
Series A senior notes | 30-Jun-21 | $ | 100,000 | 4.12 | % | |||||
Series B senior notes | 30-Jun-24 | 150,000 | 4.58 | % | ||||||
Total | $ | 250,000 | 4.4 | % | ||||||
Credit_Facility_Tables
Credit Facility (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Line of Credit Facility [Abstract] | ' | |||||||||
Summary of credit facility | ' | |||||||||
The following table summarizes the Company’s credit facility as of September 30, 2014: | ||||||||||
Credit Facility | Maturity Date | Balance as of | Interest Rate/ | |||||||
30-Sep-14 | Weighted Average | |||||||||
Interest Rate | ||||||||||
Term loan - fixed rate portion (a) | 11-May-18 | $ | 300,000 | 1.99 | % | |||||
Term loan - variable rate portion | 11-May-18 | 150,000 | 1.61 | % | ||||||
Revolving line of credit - variable rate | 12-May-17 | 58,000 | 1.66 | % | ||||||
Total | $ | 508,000 | 1.84 | % | ||||||
(a) | $300,000 of the term loan has been swapped to a fixed rate of 0.53875% plus a margin based on a leverage grid ranging from 1.45% to 2.00% through February 24, 2016. The applicable margin was 1.45% as of September 30, 2014. |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of interest rate swaps designated as cash flow hedges | ' | ||||||||||||||||||||||||||||
The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk: | |||||||||||||||||||||||||||||
Number of Instruments | Notional | ||||||||||||||||||||||||||||
Interest Rate Derivatives | September 30, | December 31, | September 30, | December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Interest rate swaps | 2 | 2 | $ | 308,177 | $ | 308,337 | |||||||||||||||||||||||
Schedule of estimated fair value of derivative instruments | ' | ||||||||||||||||||||||||||||
The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the condensed consolidated balance sheets. The valuation techniques utilized are described in Note 14 to the condensed consolidated financial statements. | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Derivatives designated as cash flow hedges: | |||||||||||||||||||||||||||||
Interest rate swaps | $ | 503 | $ | 751 | |||||||||||||||||||||||||
Schedule of effect of derivative instruments on the statements of operations | ' | ||||||||||||||||||||||||||||
The table below presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations and other comprehensive (loss) income. | |||||||||||||||||||||||||||||
Derivatives in | Amount of (Gain) Loss | Location of Loss | Amount of Loss | Location of | Amount of (Gain) Loss | ||||||||||||||||||||||||
Cash Flow | Recognized in Other Comprehensive Income | Reclassified from | Reclassified from | (Gain) Loss | Recognized in Income | ||||||||||||||||||||||||
Hedging | on Derivative | Accumulated Other | AOCI into Income | Recognized In | on Derivative | ||||||||||||||||||||||||
Relationships | (Effective Portion) | Comprehensive Income (AOCI) into Income | (Effective Portion) | Income on Derivative | (Ineffective Portion and | ||||||||||||||||||||||||
(Effective Portion) | (Ineffective Portion and Amount | Amount Excluded from | |||||||||||||||||||||||||||
Excluded from | Effectiveness Testing) | ||||||||||||||||||||||||||||
Effectiveness Testing) | |||||||||||||||||||||||||||||
Interest rate swaps | Three Months | Nine Months | Three Months | Nine Months | Three Months | Nine Months | |||||||||||||||||||||||
Ended | Ended | Ended | Ended | Ended | Ended | ||||||||||||||||||||||||
September 30, | September 30, | September 30, | September 30, | September 30, | September 30, | ||||||||||||||||||||||||
2014 | $ | (92 | ) | $ | 649 | Interest expense | $ | 298 | $ | 884 | Other income, net | $ | — | $ | (13 | ) | |||||||||||||
2013 | $ | 1,209 | $ | 1,113 | Interest expense | $ | 504 | $ | 1,509 | Other income, net | $ | 41 | $ | (891 | ) | ||||||||||||||
Investment_in_Unconsolidated_J1
Investment in Unconsolidated Joint Ventures (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | ' | ||||||||||||||||||||||||||||||||
Summary of investments in unconsolidated joint ventures | ' | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s investments in unconsolidated joint ventures: | |||||||||||||||||||||||||||||||||
Ownership Interest | Investment at | ||||||||||||||||||||||||||||||||
Joint Venture | Date of | September 30, | December 31, | September 30, | December 31, | ||||||||||||||||||||||||||||
Investment | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||||
MS Inland (a) | 4/27/07 | — | % | 20 | % | $ | — | $ | 6,915 | ||||||||||||||||||||||||
Oak Property and Casualty LLC (b) | 10/1/06 | 25 | % | 20 | % | 7,087 | 8,861 | ||||||||||||||||||||||||||
$ | 7,087 | $ | 15,776 | ||||||||||||||||||||||||||||||
(a) | The MS Inland unconsolidated joint venture was formed with a large state pension fund; the Company was the managing member of the venture and earned fees for providing property management and leasing services. The Company had the ability to exercise significant influence, but did not have financial or operating control over this joint venture, and as a result the Company accounted for its investment pursuant to the equity method of accounting. On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland through the acquisition of the six properties owned by the joint venture. | ||||||||||||||||||||||||||||||||
(b) | Oak Property & Casualty LLC (the Captive) is an insurance association owned by the Company and three other unaffiliated parties (four other unaffiliated parties as of December 31, 2013). The Captive was formed to insure/reimburse the members’ deductible obligations for property and general liability insurance claims subject to certain limitations. The Company entered into the Captive to stabilize insurance costs, manage exposures and recoup expenses through the function of the Captive. It has been determined that the Captive is a variable interest entity, but because the Company does not hold the power to most significantly impact the Captive’s performance, the Company is not considered the primary beneficiary. Accordingly, the Company’s investment in the Captive is accounted for pursuant to the equity method of accounting. The Company’s risk of loss is limited to its investment and the Company is not required to fund additional capital to the Captive. On August 29, 2014, the Company provided written notice of its termination in the Captive, effective December 1, 2014, at which time it plans to establish a new wholly-owned captive insurance company. | ||||||||||||||||||||||||||||||||
Schedule of condensed balance sheets of unconsolidated joint ventures | ' | ||||||||||||||||||||||||||||||||
Combined condensed financial information of the Company’s joint ventures (at 100%) for the periods attributable to the Company’s ownership is summarized as follows: | |||||||||||||||||||||||||||||||||
Combined | |||||||||||||||||||||||||||||||||
Condensed Total | |||||||||||||||||||||||||||||||||
September 30, | December 31, | ||||||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Real estate assets | $ | — | $ | 270,916 | |||||||||||||||||||||||||||||
Less accumulated depreciation | — | (52,624 | ) | ||||||||||||||||||||||||||||||
Real estate, net | — | 218,292 | |||||||||||||||||||||||||||||||
Other assets, net | 25,648 | 49,227 | |||||||||||||||||||||||||||||||
Total assets | $ | 25,648 | $ | 267,519 | |||||||||||||||||||||||||||||
Liabilities | |||||||||||||||||||||||||||||||||
Mortgage debt | $ | — | $ | 142,537 | |||||||||||||||||||||||||||||
Other liabilities, net | 16,332 | 22,725 | |||||||||||||||||||||||||||||||
Total liabilities | 16,332 | 165,262 | |||||||||||||||||||||||||||||||
Total equity | 9,316 | 102,257 | |||||||||||||||||||||||||||||||
Total liabilities and equity | $ | 25,648 | $ | 267,519 | |||||||||||||||||||||||||||||
Schedule of condensed statements of operations of unconsolidated joint ventures | ' | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | |||||||||||||||||||||||||||||||||
RioCan (a) | Hampton (b) | Other Joint | Combined | ||||||||||||||||||||||||||||||
Ventures (c) | Condensed Total | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||
Property related income | $ | — | $ | 12,036 | $ | — | $ | — | $ | — | $ | 6,957 | $ | — | $ | 18,993 | |||||||||||||||||
Other income | — | — | — | — | 1,795 | 2,070 | 1,795 | 2,070 | |||||||||||||||||||||||||
Total revenues | — | 12,036 | — | — | 1,795 | 9,027 | 1,795 | 21,063 | |||||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||||||||
Property operating expenses | — | 1,699 | — | — | — | 912 | — | 2,611 | |||||||||||||||||||||||||
Real estate taxes | — | 2,155 | — | — | — | 1,268 | — | 3,423 | |||||||||||||||||||||||||
Depreciation and amortization | — | 6,767 | — | — | — | 2,422 | — | 9,189 | |||||||||||||||||||||||||
Loss (gain) on lease terminations | — | 4 | — | — | — | (22 | ) | — | (18 | ) | |||||||||||||||||||||||
General and administrative expenses | — | 163 | — | — | 50 | 107 | 50 | 270 | |||||||||||||||||||||||||
Interest expense, net | — | 2,219 | — | — | — | 1,783 | — | 4,002 | |||||||||||||||||||||||||
Other (income) expense, net | — | (4,442 | ) | — | — | 5,919 | 604 | 5,919 | (3,838 | ) | |||||||||||||||||||||||
Total expenses | — | 8,565 | — | — | 5,969 | 7,074 | 5,969 | 15,639 | |||||||||||||||||||||||||
Income (loss) from continuing operations | — | 3,471 | — | — | (4,174 | ) | 1,953 | (4,174 | ) | 5,424 | |||||||||||||||||||||||
(Loss) income from discontinued operations (d) | — | (206 | ) | — | — | — | 2 | — | (204 | ) | |||||||||||||||||||||||
Net income (loss) | $ | — | $ | 3,265 | $ | — | $ | — | $ | (4,174 | ) | $ | 1,955 | $ | (4,174 | ) | $ | 5,220 | |||||||||||||||
Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||
RioCan (a) | Hampton (b) | Other Joint | Combined | ||||||||||||||||||||||||||||||
Ventures (c) | Condensed Total | ||||||||||||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | ||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||
Property related income | $ | — | $ | 36,758 | $ | — | $ | — | $ | 11,853 | $ | 20,894 | $ | 11,853 | $ | 57,652 | |||||||||||||||||
Other income | — | — | — | — | 5,818 | 6,144 | 5,818 | 6,144 | |||||||||||||||||||||||||
Total revenues | — | 36,758 | — | — | 17,671 | 27,038 | 17,671 | 63,796 | |||||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||||||||
Property operating expenses | — | 5,001 | — | — | 1,660 | 2,635 | 1,660 | 7,636 | |||||||||||||||||||||||||
Real estate taxes | — | 6,187 | — | — | 2,339 | 3,935 | 2,339 | 10,122 | |||||||||||||||||||||||||
Depreciation and amortization | — | 21,128 | — | — | 4,117 | 7,314 | 4,117 | 28,442 | |||||||||||||||||||||||||
Loss (gain) on lease terminations | — | 836 | — | — | (169 | ) | (6 | ) | (169 | ) | 830 | ||||||||||||||||||||||
General and administrative expenses | — | 457 | — | 6 | 220 | 357 | 220 | 820 | |||||||||||||||||||||||||
Interest expense, net | — | 7,033 | — | (1,758 | ) | 3,028 | 5,349 | 3,028 | 10,624 | ||||||||||||||||||||||||
Other (income) expense, net | — | (4,436 | ) | — | (13 | ) | 11,006 | 4,479 | 11,006 | 30 | |||||||||||||||||||||||
Total expenses | — | 36,206 | — | (1,765 | ) | 22,201 | 24,063 | 22,201 | 58,504 | ||||||||||||||||||||||||
Income (loss) from continuing operations | — | 552 | — | 1,765 | (4,530 | ) | 2,975 | (4,530 | ) | 5,292 | |||||||||||||||||||||||
(Loss) income from discontinued operations (d) | — | (1,026 | ) | — | (117 | ) | — | 52 | — | (1,091 | ) | ||||||||||||||||||||||
Gain on sales of investment properties - discontinued operations | — | — | — | 1,019 | — | — | — | 1,019 | |||||||||||||||||||||||||
Net (loss) income | $ | — | $ | (474 | ) | $ | — | $ | 2,667 | $ | (4,530 | ) | $ | 3,027 | $ | (4,530 | ) | $ | 5,220 | ||||||||||||||
(a) | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RC Inland L.P. (RioCan). | ||||||||||||||||||||||||||||||||
(b) | During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton Retail Colorado, L.L.C. (Hampton). | ||||||||||||||||||||||||||||||||
(c) | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | ||||||||||||||||||||||||||||||||
(d) | Included within “(Loss) income from discontinued operations” are the following: property-level operating results attributable to the five properties the Company acquired from its RioCan unconsolidated joint venture on October 1, 2013; all property-level operating results attributable to the Hampton unconsolidated joint venture; and, the property-level operating results recognized by the Company’s MS Inland unconsolidated joint venture related to a property sold to the Company’s RioCan unconsolidated joint venture. The property-level operating results for the portfolio of properties held by the Company’s MS Inland unconsolidated joint venture are presented within “(Loss) income from continuing operations” above given that the Company’s acquisition of its partner’s 80% interest in all of the properties was a transaction among partners. The property-level operating results of the eight RioCan properties in which the Company’s partner acquired the Company’s 20% interest are presented within “Income (loss) from continuing operations” above given the continuity of the controlling financial interest before and after the dissolution transaction. | ||||||||||||||||||||||||||||||||
Summary of profits, losses and capital activity related to unconsolidated joint ventures | ' | ||||||||||||||||||||||||||||||||
The following table summarizes the Company’s share of net income (loss) as well as net cash distributions from (contributions to) each unconsolidated joint venture: | |||||||||||||||||||||||||||||||||
The Company’s Share of | Net Cash Distributions | Fees Earned by the | |||||||||||||||||||||||||||||||
Net Income (Loss) for the | from/(Contributions to) | Company for the | |||||||||||||||||||||||||||||||
Three Months Ended September 30, | Joint Ventures for the | Three Months Ended September 30, | |||||||||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||||||
Joint Venture | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
MS Inland (a) | $ | — | $ | 163 | $ | — | $ | 490 | $ | — | $ | 204 | |||||||||||||||||||||
Captive | (232 | ) | (348 | ) | — | — | — | — | |||||||||||||||||||||||||
Hampton | — | — | — | — | — | — | |||||||||||||||||||||||||||
RioCan (b) | — | 290 | — | (3,405 | ) | — | 523 | ||||||||||||||||||||||||||
$ | (232 | ) | $ | 105 | $ | — | $ | (2,915 | ) | $ | — | $ | 727 | ||||||||||||||||||||
The Company’s Share of | Net Cash Distributions | Fees Earned by the | |||||||||||||||||||||||||||||||
Net Income (Loss) for the | from/(Contributions to) | Company for the | |||||||||||||||||||||||||||||||
Nine Months Ended September 30, | Joint Ventures for the | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||||||||||
September 30, | |||||||||||||||||||||||||||||||||
Joint Venture | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||||||
MS Inland (a) | $ | 241 | $ | 475 | $ | 1,360 | $ | 1,943 | $ | 338 | $ | 622 | |||||||||||||||||||||
Captive | (1,799 | ) | (1,821 | ) | (25 | ) | — | — | — | ||||||||||||||||||||||||
Hampton (c) | — | 2,576 | — | 855 | — | 1 | |||||||||||||||||||||||||||
RioCan (b) | — | (176 | ) | — | (2,394 | ) | — | 1,648 | |||||||||||||||||||||||||
$ | (1,558 | ) | $ | 1,054 | $ | 1,335 | $ | 404 | $ | 338 | $ | 2,271 | |||||||||||||||||||||
(a) | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | ||||||||||||||||||||||||||||||||
(b) | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan. | ||||||||||||||||||||||||||||||||
(c) | During the nine months ended September 30, 2013, Hampton determined that the carrying value of certain of its assets was not recoverable and, accordingly, recorded property level impairment charges in the amount of $298, of which the Company’s share was $286. The joint venture’s estimate of fair value relating to these impairment assessments was based upon bona fide purchase offers. During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton. | ||||||||||||||||||||||||||||||||
Summary of the calculation of gain on change in control of investment properties | ' | ||||||||||||||||||||||||||||||||
Fair value of the net assets acquired at 100% | $ | 150,802 | |||||||||||||||||||||||||||||||
Fair value of the net assets acquired at 20% | $ | 30,160 | |||||||||||||||||||||||||||||||
Carrying value of the Company’s previous investment in the six properties acquired on June 5, 2014 | (6,002 | ) | |||||||||||||||||||||||||||||||
Gain on change in control of investment properties | $ | 24,158 | |||||||||||||||||||||||||||||||
Equity_Tables
Equity (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Equity [Abstract] | ' | |||||||||||
Summary of activity under ATM equity program | ' | |||||||||||
The following table presents activity under the Company’s ATM equity program: | ||||||||||||
Number of | Total net | Average price | ||||||||||
common | consideration | per share | ||||||||||
shares sold | ||||||||||||
First quarter 2013 | 56 | $ | 688 | $ | 14.94 | |||||||
Second quarter 2013 | 5,491 | $ | 82,839 | $ | 15.3 | |||||||
Third quarter 2013 | — | $ | — | $ | — | |||||||
Year to date September 30, 2013 | 5,547 | $ | 83,527 | $ | 15.29 | |||||||
First quarter 2014 | — | $ | — | $ | — | |||||||
Second quarter 2014 | — | $ | — | $ | — | |||||||
Third quarter 2014 | — | $ | — | $ | — | |||||||
Year to date September 30, 2014 | — | $ | — | $ | — | |||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of reconciliation between weighted average shares used in the basic and diluted EPS calculations | ' | ||||||||||||||||
The following is a reconciliation between weighted average shares used in the basic and diluted earnings per share (EPS) calculations, excluding amounts attributable to noncontrolling interests: | |||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Numerator: | |||||||||||||||||
(Loss) income from continuing operations | $ | (41,904 | ) | $ | (20,129 | ) | $ | 1,233 | $ | (39,129 | ) | ||||||
Gain on sales of investment properties | 15,168 | 1,150 | 15,695 | 5,807 | |||||||||||||
Preferred stock dividends | (2,362 | ) | (2,362 | ) | (7,087 | ) | (7,087 | ) | |||||||||
(Loss) income from continuing operations attributable to | (29,098 | ) | (21,341 | ) | 9,841 | (40,409 | ) | ||||||||||
common shareholders | |||||||||||||||||
(Loss) income from discontinued operations | — | (18,573 | ) | 507 | 9,861 | ||||||||||||
Net (loss) income attributable to common shareholders | (29,098 | ) | (39,914 | ) | 10,348 | (30,548 | ) | ||||||||||
Distributions paid on unvested restricted shares | (65 | ) | (18 | ) | (159 | ) | (41 | ) | |||||||||
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ | (29,163 | ) | $ | (39,932 | ) | $ | 10,189 | $ | (30,589 | ) | ||||||
Denominator: | |||||||||||||||||
Denominator for (loss) earnings per common share — basic: | |||||||||||||||||
Weighted average number of common shares outstanding | 236,203 | (a) | 236,151 | (b) | 236,177 | (a) | 233,462 | (b) | |||||||||
Effect of dilutive securities — stock options | — | (c) | — | (c) | 3 | (c) | — | (c) | |||||||||
Denominator for (loss) earnings per common share — diluted: | |||||||||||||||||
Weighted average number of common and common | 236,203 | 236,151 | 236,180 | 233,462 | |||||||||||||
equivalent shares outstanding | |||||||||||||||||
(a) | Excluded from these weighted average amounts are 397 shares of unvested restricted common stock, which equate to 397 and 353 shares, respectively, on a weighted average basis for the three and nine months ended September 30, 2014. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | ||||||||||||||||
(b) | Excluded from these weighted average amounts are 109 shares of unvested restricted common stock, which equate to 109 and 93 shares, respectively, on a weighted average basis for the three and nine months ended September 30, 2013. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | ||||||||||||||||
(c) | There were outstanding options to purchase 66 and 78 shares of common stock as of September 30, 2014 and 2013, respectively, at a weighted average exercise price of $19.09 and $19.10, respectively. Of these outstanding options, 54 and 78 shares of common stock as of September 30, 2014 and 2013, respectively, at a weighted average exercise price of $20.72 and $19.10, respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive. |
Provision_for_Impairment_of_In1
Provision for Impairment of Investment Properties (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of investment property impairment charges | ' | |||||||||||
The investment property impairment charges recorded by the Company during the nine months ended September 30, 2013 are summarized below: | ||||||||||||
Property Name | Property Type | Impairment Date | Approximate | Provision for | ||||||||
Square | Impairment of | |||||||||||
Footage | Investment | |||||||||||
Properties | ||||||||||||
Continuing Operations: | ||||||||||||
Aon Hewitt East Campus (a) | Single-user office | 30-Sep-13 | 343,000 | $ | 27,183 | |||||||
27,183 | ||||||||||||
Discontinued Operations: | ||||||||||||
University Square (b) | Multi-tenant retail | 30-Jun-13 | 287,000 | 6,694 | ||||||||
Raytheon Facility (c) | Single-user office | Various | 105,000 | 2,518 | ||||||||
Shops at 5 (d) | Multi-tenant retail | 30-Sep-13 | 421,700 | 20,601 | ||||||||
Preston Trail Village (e) | Multi-tenant retail | 30-Sep-13 | 180,000 | 1,939 | ||||||||
Rite Aid - Atlanta (e) | Single-user retail | 30-Sep-13 | 10,900 | 205 | ||||||||
31,957 | ||||||||||||
Total | $ | 59,140 | ||||||||||
Estimated fair value of impaired properties as of impairment date | $ | 77,853 | ||||||||||
(a) | The Company recorded an impairment charge based upon the terms of a bona fide purchase offer received from an unaffiliated third party. | |||||||||||
(b) | The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property, which was sold on October 25, 2013. | |||||||||||
(c) | The Company recorded an impairment charge of $2,482 during the second quarter of 2013 initially based upon the terms and conditions of a bona fide purchase offer received from an unaffiliated third party and an additional impairment charge of $36 on July 31, 2013, the date of disposition, based upon the final disposition price and related terms and conditions of the executed sales contract. | |||||||||||
(d) | The Company recorded an impairment charge based upon the terms and conditions of a negotiated sales contract with an unaffiliated third party. | |||||||||||
(e) | The Company recorded impairment charges calculated based upon an estimated fair value equal to expected sales prices from executed sales agreements less estimated transaction costs. | |||||||||||
The investment property impairment charges recorded by the Company during the nine months ended September 30, 2014 are summarized below: | ||||||||||||
Property Name | Property Type | Impairment Date | Approximate | Provision for | ||||||||
Square | Impairment of | |||||||||||
Footage | Investment | |||||||||||
Properties | ||||||||||||
Midtown Center (a) | Multi-tenant retail | 31-Mar-14 | 408,500 | $ | 394 | |||||||
Gloucester Town Center (b) | Multi-tenant retail | Various | 107,200 | 6,148 | ||||||||
Boston Commons (c) | Multi-tenant retail | 19-Aug-14 | 103,400 | 453 | ||||||||
Four Peaks Plaza (c) | Multi-tenant retail | 27-Aug-14 | 140,400 | 4,154 | ||||||||
Shaw’s Supermarket (d) | Single-user retail | 30-Sep-14 | 65,700 | 6,230 | ||||||||
The Gateway (e) | Multi-tenant retail | 30-Sep-14 | 623,200 | 42,999 | ||||||||
Total | $ | 60,378 | ||||||||||
Estimated fair value of impaired properties as of impairment date | $ | 155,720 | ||||||||||
(a) | The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was sold on April 1, 2014, but is included in continuing operations due to the Company’s early adoption of the 2014 discontinued operations pronouncement. See Note 2 for further details. | |||||||||||
(b) | The Company recorded an impairment charge of $5,400 during the second quarter of 2014 initially based upon the terms and conditions of a bona fide purchase offer received from an unaffiliated third party and an additional impairment charge of $748 during the third quarter of 2014 based upon the final disposition price and the related terms and conditions of the executed sales contract. This property was classified as held for sale as of September 30, 2014 and was sold on October 2, 2014. | |||||||||||
(c) | During August 2014, the Company recorded an impairment charge in conjunction with the sale of the property based upon the terms and conditions of an executed sales contract. | |||||||||||
(d) | The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property. | |||||||||||
(e) | The Company recorded an impairment charge as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Schedule of carrying value and estimated fair value of financial instruments | ' | |||||||||||||||||||
The following table presents the carrying value and estimated fair value of the Company’s financial instruments. | ||||||||||||||||||||
September 30, 2014 | December 31, 2013 | |||||||||||||||||||
Carrying Value | Fair Value | Carrying Value | Fair Value | |||||||||||||||||
Financial liabilities: | ||||||||||||||||||||
Mortgages payable, net | $ | 1,652,729 | $ | 1,789,231 | $ | 1,684,633 | $ | 1,827,638 | ||||||||||||
Unsecured notes payable | $ | 250,000 | $ | 254,967 | $ | — | $ | — | ||||||||||||
Credit facility | $ | 508,000 | $ | 509,761 | $ | 615,000 | $ | 617,478 | ||||||||||||
Derivative liability | $ | 503 | $ | 503 | $ | 751 | $ | 751 | ||||||||||||
Schedule of financial instruments measured at fair value on a recurring basis | ' | |||||||||||||||||||
The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
September 30, 2014 | ||||||||||||||||||||
Derivative liability | $ | — | $ | 503 | $ | — | $ | 503 | ||||||||||||
December 31, 2013 | ||||||||||||||||||||
Derivative liability | $ | — | $ | 751 | $ | — | $ | 751 | ||||||||||||
Schedule of assets measured at fair value on a nonrecurring basis | ' | |||||||||||||||||||
The following table presents the Company’s assets measured on a nonrecurring basis at September 30, 2014 and December 31, 2013, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to properties remeasured to fair value during the nine months ended September 30, 2014 and year ended December 31, 2013, except for those properties sold prior to September 30, 2014 and December 31, 2013, respectively. Methods and assumptions used to estimate the fair value of these assets are described after the table. | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Provision for | ||||||||||||||||
Impairment (a) | ||||||||||||||||||||
September 30, 2014 | ||||||||||||||||||||
Investment properties - held for sale (b) | $ | — | $ | 10,350 | $ | — | $ | 10,350 | $ | 6,148 | ||||||||||
Investment properties (c) | $ | — | $ | — | $ | 78,500 | $ | 78,500 | $ | 49,229 | ||||||||||
December 31, 2013 | ||||||||||||||||||||
Investment properties (d) | $ | — | $ | — | $ | 75,000 | $ | 75,000 | $ | 59,486 | ||||||||||
(a) | Excludes impairment charges recorded on investment properties sold prior to September 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||||
(b) | Represents impairment charges of $5,400 and $748 recorded during the three months ended June 30, 2014 and September 30, 2014, respectively, to write down the carrying value of the Company’s Gloucester Town Center investment property to estimated fair value. The charge recorded during the three months ended September 30, 2014, calculated as the final disposition price of the executed sales contract less transaction costs, as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The transaction costs totaling $594 are not reflected as a reduction to the fair value disclosed in the table above. | |||||||||||||||||||
(c) | Represents impairment charges to write down the carrying value of the Company’s Shaw’s Supermarket and The Gateway investment properties to estimated fair value. The Company’s re-evaluation of strategic alternatives for Shaw’s Supermarket was the primary driver of the impairment charge recorded for that property. The Company recorded an impairment charge for The Gateway as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property. The estimated fair values of Shaw’s Supermarket and The Gateway of $3,100 and $75,400, respectively, were determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates, growth assumptions and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other industry data. The terminal capitalization rate and discount rate are significant inputs to this valuation. The following are the key Level 3 inputs used in estimating the fair value of Shaw’s Supermarket and The Gateway as of September 30, 2014. | |||||||||||||||||||
2014 | ||||||||||||||||||||
Low | High | |||||||||||||||||||
Rental growth rates | Varies (i) | Varies (i) | ||||||||||||||||||
Operating expense growth rates | 1.39% | 3.70% | ||||||||||||||||||
Discount rates | 8.25% | 9.50% | ||||||||||||||||||
Terminal capitalization rates | 7.50% | 8.50% | ||||||||||||||||||
(i) Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors. | ||||||||||||||||||||
(d) | Includes impairment charges to write down the carrying value of the Company’s Aon Hewitt East Campus, Four Peaks Plaza and Lake Mead Crossing investment properties to estimated fair value. The estimated fair value of Aon Hewitt East Campus of $18,000 was based upon a bona fide purchase offer received by the Company from an unaffiliated third party (a Level 3 input). A change in the Company’s estimated holding period was the primary driver of the impairment charges recorded to the Company’s investments in Four Peaks Plaza and Lake Mead Crossing. The estimated fair values of Four Peaks Plaza and Lake Mead Crossing of $14,000 and $43,000, respectively, were determined using the income approach. See (b) above for full description of the income approach. The following are the key Level 3 inputs used in estimating the fair value of Four Peaks Plaza and Lake Mead Crossing as of December 31, 2013. | |||||||||||||||||||
2013 | ||||||||||||||||||||
Low | High | |||||||||||||||||||
Rental growth rates | Varies (i) | Varies (i) | ||||||||||||||||||
Operating expense growth rates | 3.27% | 3.56% | ||||||||||||||||||
Discount rates | 7.29% | 8.45% | ||||||||||||||||||
Terminal capitalization rates | 6.79% | 8.49% | ||||||||||||||||||
(i) | Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors. | |||||||||||||||||||
Schedule of financial liabilities measured at fair value | ' | |||||||||||||||||||
The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which they fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. | ||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||
September 30, 2014 | ||||||||||||||||||||
Mortgages payable, net | $ | — | $ | — | $ | 1,789,231 | $ | 1,789,231 | ||||||||||||
Unsecured notes payable | $ | — | $ | — | $ | 254,967 | $ | 254,967 | ||||||||||||
Credit facility | $ | — | $ | — | $ | 509,761 | $ | 509,761 | ||||||||||||
December 31, 2013 | ||||||||||||||||||||
Mortgages payable, net | $ | — | $ | — | $ | 1,827,638 | $ | 1,827,638 | ||||||||||||
Credit facility | $ | — | $ | — | $ | 617,478 | $ | 617,478 | ||||||||||||
Organization_and_Basis_of_Pres2
Organization and Basis of Presentation (Details) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | |
item | property | property | ||
property | ||||
subsidiary | ||||
Organization and Basis of Presentation | ' | ' | ' | |
Number of wholly-owned subsidiaries jointly elected to be treated as a TRS | 1 | ' | ' | |
Number of wholly-owned operating properties classified as held for sale | 3 | 1 | 5 | |
Number of less-than-wholly-owned consolidated entities in which Company has controlling interest | 1 | ' | ' | |
Wholly-owned | Operating properties | ' | ' | ' | |
Organization and Basis of Presentation | ' | ' | ' | |
Number of real estate properties owned | 225 | [1] | ' | ' |
Number of wholly-owned operating properties classified as held for sale | 2 | ' | ' | |
Wholly-owned | Development properties | ' | ' | ' | |
Organization and Basis of Presentation | ' | ' | ' | |
Number of real estate properties owned | 2 | ' | ' | |
Consolidated joint ventures | Operating properties | ' | ' | ' | |
Organization and Basis of Presentation | ' | ' | ' | |
Number of real estate properties owned | ' | ' | ' | |
Consolidated joint ventures | Development properties | ' | ' | ' | |
Organization and Basis of Presentation | ' | ' | ' | |
Number of real estate properties owned | 1 | [2] | ' | ' |
Ownership interest of consolidated joint venture (as a percent) | 50.00% | ' | ' | |
Number of consolidated LLCs in which Company has ownership interest | 1 | ' | ' | |
[1] | Excludes two wholly-owned operating properties and a portion of a third wholly-owned operating property classified as held for sale as of SeptemberB 30, 2014. | |||
[2] | The Company has a 50% ownership interest in one LLC. |
Acquisitions_Summary_of_Acquis
Acquisitions - Summary of Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 23, 2014 | Sep. 30, 2014 | Jun. 23, 2014 | Sep. 30, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Feb. 27, 2014 | Feb. 27, 2014 | Feb. 27, 2014 | Feb. 27, 2014 | Sep. 30, 2014 | |
property | Outparcel at Southlake Town Square | Outparcel at Southlake Town Square | Outparcel at Southlake Town Square | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | Heritage Square | Heritage Square | Bed Bath & Beyond Plaza | Bed Bath & Beyond Plaza | 2014 Acquisitions | |||||
outlots | property | Ownership percentage - 100% | MS Inland | MS Inland | MS Inland | MS Inland | MS Inland joint venture partner | MS Inland joint venture partner | sqft | property | |||||||||||
sqft | property | sqft | Ownership percentage - 100% | Ownership percentage - 100% | |||||||||||||||||
sqft | |||||||||||||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of real estate properties acquired | ' | ' | 7 | ' | ' | 1 | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Purchase price | ' | ' | ' | ' | $6,369 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $18,022 | ' | ' | ' | ' | |
Square footage | ' | ' | ' | ' | ' | ' | 8,500 | ' | ' | ' | 1,194,800 | ' | ' | ' | ' | ' | 53,100 | ' | ' | ' | |
Number of real estate properties owned | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | |
Ownership interest in joint venture acquired by the Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | |
Fair value of assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 292,500 | ' | 234,000 | ' | ' | ' | ' | ' | ' | |
Cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
In-place mortgage financing assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141,698 | ' | ' | ' | ' | ' | ' | ' | |
Weighted average interest rate (as a percent) | 4.96% | ' | 4.96% | ' | ' | ' | ' | ' | ' | ' | 4.79% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Gain on change in control of investment properties | 0 | 0 | 24,158 | 0 | ' | ' | ' | ' | ' | 24,158 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity interest before acquisition (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Equity interest acquired (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | |
Consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,350 | ' | ' | |
Straight line ground rent liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,258 | ' | |
Acquisition date fair values: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Land | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 112,804 | |
Building and other improvements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 205,862 | |
Acquired lease intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,568 | |
Acquired lease intangible liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -20,206 | |
Mortgages payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -146,485 | [1] |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 185,543 | [2] |
Mortgage premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,787 | |
Net assets presented (as a percent) | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Includes mortgage premium of $4,787. | ||||||||||||||||||||
[2] | Net assets attributable to the MS Inland acquisitions are presented at 100%. |
Acquisitions_Condensed_Pro_For
Acquisitions - Condensed Pro Forma Financial Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Unaudited Condensed Pro Forma Financial Information | ' | ' | ' | ' |
Total revenues | $151,402 | $143,538 | $458,523 | $422,596 |
Net loss | -27,270 | -38,104 | -8,759 | -3,191 |
Net loss attributable to common shareholders | ($29,632) | ($40,466) | ($15,846) | ($10,278) |
Loss per common share - basic and diluted: | ' | ' | ' | ' |
Net loss per common share attributable to common shareholders | ($0.13) | ($0.17) | ($0.07) | ($0.04) |
Weighted average number of common shares outstanding - basic | 236,203 | 236,151 | 236,177 | 233,462 |
Weighted average number of common shares outstanding - diluted | 236,203 | 236,151 | 236,180 | 233,462 |
Dispositions_Summary_of_Dispos
Dispositions - Summary of Dispositions (Details) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 27, 2014 | Aug. 27, 2014 | Aug. 26, 2014 | Aug. 26, 2014 | Aug. 19, 2014 | Aug. 19, 2014 | Aug. 19, 2014 | Aug. 19, 2014 | Aug. 15, 2014 | Aug. 15, 2014 | Aug. 15, 2014 | Aug. 15, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | 16-May-14 | 16-May-14 | Apr. 01, 2014 | Apr. 01, 2014 | Mar. 11, 2014 | Mar. 11, 2014 | ||||||
property | property | Sold properties | Crossroads Plaza CVS | Greenwich Center | Midtown Center | Riverpark Phase IIA | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Discontinued operations | Discontinued operations | ||||||||
sqft | Sold properties | Four Peaks Plaza | Four Peaks Plaza | Crossroads Plaza CVS | Crossroads Plaza CVS | Greenwich Center | Greenwich Center | Boston Commons | Boston Commons | Fisher Scientific | Fisher Scientific | Stanley Works/Mac Tools | Stanley Works/Mac Tools | Battle Ridge Pavilion | Battle Ridge Pavilion | Beachway Plaza and Cornerstone Plaza | Beachway Plaza and Cornerstone Plaza | Midtown Center | Midtown Center | Riverpark Phase IIA | Riverpark Phase IIA | |||||||||||||||
sqft | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | Sold properties | ||||||||||||||||
sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | |||||||||||||||||||||||||||
Dispositions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Square footage | ' | ' | ' | 1,395,500 | ' | ' | ' | ' | ' | 1,331,200 | ' | 140,400 | ' | 16,000 | ' | 182,600 | ' | 103,400 | ' | 114,700 | ' | 72,500 | ' | 103,500 | ' | 189,600 | ' | 408,500 | ' | 64,300 | ||||||
Consideration | ' | ' | ' | $169,389 | ' | ' | ' | ' | ' | $160,120 | ' | $9,900 | ' | $7,650 | ' | $22,700 | ' | $9,820 | ' | $14,000 | ' | $10,350 | ' | $14,100 | ' | $24,450 | [1] | ' | $47,150 | ' | $9,269 | |||||
Aggregate proceeds, net | 164,581 | 67,419 | ' | 164,515 | [2] | ' | ' | ' | ' | ' | 155,311 | 9,381 | ' | 7,411 | ' | 21,977 | ' | 9,586 | ' | 13,715 | ' | 10,184 | ' | 13,722 | ' | 23,292 | ' | 46,043 | ' | 9,204 | ' | |||||
Mortgage debt extinguished | ' | ' | ' | 9,713 | ' | ' | ' | ' | ' | 9,713 | 9,713 | ' | 0 | [3] | ' | 0 | [4] | ' | 0 | ' | 0 | ' | 0 | ' | 0 | ' | 0 | ' | 0 | [5] | ' | 0 | [6] | ' | ||
Gain | 16,350 | 12,442 | ' | 16,350 | ' | ' | ' | ' | ' | 15,695 | 0 | ' | 2,863 | ' | 5,871 | ' | 0 | ' | 3,732 | ' | 1,375 | ' | 1,327 | ' | 527 | ' | 0 | ' | 655 | ' | ||||||
Condemnation proceeds | ' | ' | ' | ' | ' | ' | ' | ' | 66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Repayment of mortgages payable | $187,130 | $467,291 | ' | ' | $4,229 | $14,475 | $30,124 | $6,435 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Number of real estate properties sold | ' | 6 | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | The terms of the disposition of Beachway Plaza and Cornerstone Plaza were negotiated as a single transaction. | |||||||||||||||||||||||||||||||||||
[2] | Aggregate proceeds are net of transaction costs and exclude $66 of condemnation proceeds, which did not result in any additional gain recognition. | |||||||||||||||||||||||||||||||||||
[3] | The Company repaid the $4,229 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||||||||||||||
[4] | The Company repaid the $14,475 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||||||||||||||
[5] | The Company repaid the $30,124 mortgage payable prior to the disposition of the property. | |||||||||||||||||||||||||||||||||||
[6] | The Company repaid the $6,435 mortgage payable prior to the disposition of the property. |
Dispositions_Assets_and_Liabil
Dispositions - Assets and Liabilities of Properties Held for Sale (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Assets | ' | ' | |
Assets associated with investment properties held for sale | $39,815 | $8,616 | |
Liabilities | ' | ' | |
Liabilities associated with investment properties held for sale | 1,206 | 6,603 | |
Investment properties held for sale | ' | ' | |
Investment properties held for sale | ' | ' | |
Square footage | 373,400 | ' | |
Assets | ' | ' | |
Land, building and other improvements | 47,653 | 10,285 | |
Accumulated depreciation | -9,666 | -2,206 | |
Net investment properties | 37,987 | 8,079 | |
Other assets | 1,828 | 537 | |
Assets associated with investment properties held for sale | 39,815 | 8,616 | |
Liabilities | ' | ' | |
Mortgages payable | 0 | 6,435 | |
Other liabilities | 1,206 | 168 | |
Liabilities associated with investment properties held for sale | $1,206 | $6,603 | |
Gloucester Town Center | Investment properties held for sale | ' | ' | |
Investment properties held for sale | ' | ' | |
Square footage | 107,200 | ' | |
Plaza at Riverlakes | Investment properties held for sale | ' | ' | |
Investment properties held for sale | ' | ' | |
Square footage | 102,800 | ' | |
Mission Crossing | Investment properties held for sale | ' | ' | |
Investment properties held for sale | ' | ' | |
Square footage | 163,400 | [1] | ' |
[1] | The anticipated disposition of Mission Crossing does not impact the Companybs property count as the Company will continue to own a single-user parcel at the property, which is not classified as held for sale as of SeptemberB 30, 2014. |
Dispositions_Results_of_Operat
Dispositions - Results of Operations of Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Rental income | $0 | $6,390 | ($123) | $20,008 |
Tenant recovery income | 0 | 1,432 | 144 | 4,440 |
Other property income | 0 | 800 | 23 | 6,349 |
Total revenues | 0 | 8,622 | 44 | 30,797 |
Expenses: | ' | ' | ' | ' |
Property operating expenses | 0 | 1,031 | 121 | 4,003 |
Real estate taxes | 0 | 1,546 | 3 | 4,895 |
Depreciation and amortization | 0 | 2,971 | 0 | 9,831 |
Provision for impairment of investment properties | 0 | 22,781 | 0 | 31,957 |
Gain on extinguishment of debt | 0 | 0 | 0 | -26,331 |
Interest expense | 0 | 590 | 68 | 3,269 |
Other income, net | 0 | -19 | 0 | -53 |
Total expenses | 0 | 28,900 | 192 | 27,571 |
(Loss) income from discontinued operations, net | $0 | ($20,278) | ($148) | $3,226 |
Compensation_Plans_Unvested_Re
Compensation Plans - Unvested Restricted Shares (Details) (Restricted shares, USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Compensation Plans | ' | ' | ' | ' | |
Compensation expense | $922 | $133 | $2,490 | $320 | |
Unvested Restricted Shares | ' | ' | ' | ' | |
Balance at the beginning of the period (in shares) | ' | ' | 152 | ' | |
Shares granted (in shares) | ' | ' | 303 | [1] | ' |
Shares vested (in shares) | ' | ' | -57 | ' | |
Shares forfeited (in shares) | ' | ' | -1 | ' | |
Balance at the end of the period (in shares) | 397 | ' | 397 | ' | |
Weighted Average Grant Date Fair Value per Restricted Share | ' | ' | ' | ' | |
Balance at the beginning of the period (in dollars per share) | ' | ' | $15.11 | ' | |
Shares granted (in dollars per share) | ' | ' | $13.89 | ' | |
Shares vested (in dollars per share) | ' | ' | $14.50 | ' | |
Shares forfeited (in dollars per share) | ' | ' | $15.61 | ' | |
Balance at the end of the period (in dollars per share) | $14.27 | ' | $14.27 | ' | |
Unrecognized compensation expense | ' | ' | ' | ' | |
Unrecognized compensation expense | $3,052 | ' | $3,052 | ' | |
Unrecognized compensation expense, period for recognition (in years) | ' | ' | '1 year 2 months 15 days | ' | |
Minimum | ' | ' | ' | ' | |
Compensation Plans | ' | ' | ' | ' | |
Vesting period for shares granted | ' | ' | '1 year | ' | |
Maximum | ' | ' | ' | ' | |
Compensation Plans | ' | ' | ' | ' | |
Vesting period for shares granted | ' | ' | '3 years | ' | |
[1] | Shares granted vest ratably over periods ranging from one to three years in accordance with the terms of applicable award documents. |
Compensation_Plans_Stock_Optio
Compensation Plans - Stock Options (Details) (Stock options, USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 19 Months Ended | 49 Months Ended | 139 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 |
Stock options | ' | ' | ' | ' | ' | ' | ' |
Independent Director Stock Option and Incentive Plan | ' | ' | ' | ' | ' | ' | ' |
Compensation expense | ' | $7 | $3 | $22 | ' | ' | ' |
Stock options | ' | ' | ' | ' | ' | ' | ' |
Options granted (in shares) | ' | ' | ' | ' | ' | ' | 84 |
Options exercised (in shares) | ' | ' | ' | ' | ' | 1 | ' |
Options expired (in shares) | ' | ' | ' | ' | 6 | ' | ' |
Options forfeited (in shares) | 11 | ' | ' | ' | ' | ' | ' |
Mortgages_Payable_Summary_Deta
Mortgages Payable - Summary (Details) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 05, 2014 | Jun. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |||||
property | property | property | MS Inland acquisitions | MS Inland acquisitions | Weighted average | Fixed rate debt | Variable rate debt | Mortgages payable | Mortgages payable | Mortgages payable | Mortgages payable | Mortgages payable | Mortgages payable | Mortgages payable | Mortgages payable | Construction loan | Construction loan | Secured debt | Secured debt | IW JV 2009 LLC | ||||||
MS Inland | MS Inland | Debt repaid | Fixed rate debt | Fixed rate debt | Fixed rate debt | Fixed rate debt | Fixed rate debt | Fixed rate debt | Variable rate debt | Variable rate debt | property | |||||||||||||||
Ownership percentage - 100% | Minimum | Minimum | Maximum | Maximum | ||||||||||||||||||||||
Mortgages Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Long-term debt | $2,406,601 | [1] | ' | ' | ' | ' | ' | $2,184,083 | $222,518 | ' | ' | $1,634,083 | [2],[3] | $1,673,080 | [2] | ' | ' | ' | ' | $14,518 | [4] | $11,359 | [4] | $1,648,601 | $1,684,439 | ' |
Premium, net of accumulated amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,726 | 1,175 | ' | |||||
Discount, net of accumulated amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -598 | -981 | ' | |||||
Mortgages payable, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,652,729 | 1,684,633 | ' | |||||
Weighted average interest rate (as a percent) | 4.96% | ' | ' | 4.79% | ' | ' | 5.30% | 1.68% | ' | ' | 6.04% | 6.15% | ' | ' | ' | ' | ' | ' | 6.01% | 6.13% | ' | |||||
Variable interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.44% | 2.44% | ' | ' | ' | |||||
Weighted average years to maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years 2 months 20 days | '4 years 11 months | ' | ' | ' | ' | '1 month 10 days | '10 months | '4 years 2 months 20 days | '4 years 11 months | ' | |||||
Variable rate debt swapped to fixed rate debt | ' | ' | ' | ' | ' | ' | ' | 300,000 | 8,177 | 8,337 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Mortgages payable associated with investment properties held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,435 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Number of investment properties classified as held for sale | 3 | 5 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Fixed interest rate (as a percent) | ' | ' | ' | ' | ' | 6.04% | ' | ' | ' | ' | ' | ' | 3.35% | 3.50% | 8.00% | 8.00% | ' | ' | ' | ' | ' | |||||
Variable interest rate spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | |||||
Mortgages payable repayments | ' | ' | ' | ' | ' | ' | ' | ' | 174,635 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Repayment of mortgages payable from condemnation proceeds | 0 | 26 | ' | ' | ' | ' | ' | ' | 55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Scheduled principal payments related to amortizing loans | ' | ' | ' | ' | ' | ' | ' | ' | 12,440 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
In-place mortgage financing assumed | ' | ' | ' | ' | 141,698 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Amount of mortgage and construction loans guaranteed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,851 | ' | ' | |||||
Amount of cross-collateralized mortgage loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $477,654 | |||||
Number of properties in cross-collateralized mortgage loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55 | |||||
[1] | As of SeptemberB 30, 2014, the weighted average years to maturity of consolidated indebtedness was 4.5 years. | |||||||||||||||||||||||||
[2] | Includes $8,177 and $8,337 of variable rate mortgage debt that was swapped to a fixed rate as of SeptemberB 30, 2014 and DecemberB 31, 2013, respectively, and excludes mortgages payable of $6,435 associated with one investment property classified as held for sale as of DecemberB 31, 2013. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% and 3.50% to 8.00% as of SeptemberB 30, 2014 and DecemberB 31, 2013, respectively. | |||||||||||||||||||||||||
[3] | Includes $8,177 of variable rate mortgage debt that was swapped to a fixed rate as of SeptemberB 30, 2014. Excludes mortgage premium of $4,726 and discount of $(598), net of accumulated amortization, which was outstanding as of SeptemberB 30, 2014. | |||||||||||||||||||||||||
[4] | The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25%. |
Mortgages_Payable_Scheduled_De
Mortgages Payable - Scheduled Debt Maturities (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | ||
Debt | ' | ' | ||
2014 | $19,125 | ' | ||
2015 | 377,328 | ' | ||
2016 | 67,908 | ' | ||
2017 | 379,315 | ' | ||
2018 | 462,618 | ' | ||
Thereafter | 1,100,307 | ' | ||
Total | 2,406,601 | [1] | ' | |
Weighted average interest rate on debt (as a percent) | ' | ' | ||
2014 | 3.36% | ' | ||
2015 | 5.58% | ' | ||
2016 | 5.07% | ' | ||
2017 | 4.94% | ' | ||
2018 | 2.00% | ' | ||
Thereafter | 6.02% | ' | ||
Total | 4.96% | ' | ||
LIBOR | ' | ' | ||
Mortgages Payable | ' | ' | ||
Reference rate for variable interest rate | 'one-month floating rate LIBOR | ' | ||
Fixed rate debt | ' | ' | ||
Debt | ' | ' | ||
2014 | 4,607 | ' | ||
2015 | 377,328 | ' | ||
2016 | 67,908 | ' | ||
2017 | 321,315 | ' | ||
2018 | 312,618 | ' | ||
Thereafter | 1,100,307 | ' | ||
Total | 2,184,083 | ' | ||
Weighted average interest rate on debt (as a percent) | ' | ' | ||
2014 | 6.25% | ' | ||
2015 | 5.58% | ' | ||
2016 | 5.07% | ' | ||
2017 | 5.53% | ' | ||
2018 | 2.19% | ' | ||
Thereafter | 6.02% | ' | ||
Total | 5.30% | ' | ||
Variable rate debt | ' | ' | ||
Mortgages Payable | ' | ' | ||
Variable rate debt swapped to fixed rate debt | 300,000 | ' | ||
Debt | ' | ' | ||
2014 | 14,518 | ' | ||
2015 | 0 | ' | ||
2016 | 0 | ' | ||
2017 | 58,000 | ' | ||
2018 | 150,000 | ' | ||
Thereafter | 0 | ' | ||
Total | 222,518 | ' | ||
Weighted average interest rate on debt (as a percent) | ' | ' | ||
2014 | 2.44% | ' | ||
2015 | 0.00% | ' | ||
2016 | 0.00% | ' | ||
2017 | 1.66% | ' | ||
2018 | 1.61% | ' | ||
Thereafter | 0.00% | ' | ||
Total | 1.68% | ' | ||
Mortgages payable | ' | ' | ||
Mortgages Payable | ' | ' | ||
Variable rate debt swapped to fixed rate debt | 8,177 | 8,337 | ||
Mortgages payable | Fixed rate debt | ' | ' | ||
Mortgages Payable | ' | ' | ||
Weighted average years to maturity | '4 years 2 months 20 days | '4 years 11 months | ||
Debt | ' | ' | ||
2014 | 4,607 | ' | ||
2015 | 377,328 | ' | ||
2016 | 67,908 | ' | ||
2017 | 321,315 | ' | ||
2018 | 12,618 | ' | ||
Thereafter | 850,307 | ' | ||
Total | 1,634,083 | [2],[3] | 1,673,080 | [2] |
Weighted average interest rate on debt (as a percent) | ' | ' | ||
Total | 6.04% | 6.15% | ||
Unsecured credit facility | Fixed rate debt | ' | ' | ||
Debt | ' | ' | ||
2014 | 0 | ' | ||
2015 | 0 | ' | ||
2016 | 0 | ' | ||
2017 | 0 | ' | ||
2018 | 300,000 | ' | ||
Thereafter | 0 | ' | ||
Total | 300,000 | [4] | ' | |
Unsecured credit facility | Variable rate debt | ' | ' | ||
Debt | ' | ' | ||
2014 | 0 | ' | ||
2015 | 0 | ' | ||
2016 | 0 | ' | ||
2017 | 58,000 | ' | ||
2018 | 150,000 | ' | ||
Thereafter | 0 | ' | ||
Total | 208,000 | ' | ||
Unsecured notes payable | Fixed rate debt | ' | ' | ||
Debt | ' | ' | ||
2014 | 0 | ' | ||
2015 | 0 | ' | ||
2016 | 0 | ' | ||
2017 | 0 | ' | ||
2018 | 0 | ' | ||
Thereafter | 250,000 | ' | ||
Total | 250,000 | ' | ||
Construction loan | Variable rate debt | ' | ' | ||
Mortgages Payable | ' | ' | ||
Weighted average years to maturity | '1 month 10 days | '10 months | ||
Debt | ' | ' | ||
2014 | 14,518 | ' | ||
2015 | 0 | ' | ||
2016 | 0 | ' | ||
2017 | 0 | ' | ||
2018 | 0 | ' | ||
Thereafter | 0 | ' | ||
Total | 14,518 | [5] | 11,359 | [5] |
Secured debt | ' | ' | ||
Mortgages Payable | ' | ' | ||
Premium, net of accumulated amortization | 4,726 | 1,175 | ||
Discount, net of accumulated amortization | -598 | -981 | ||
Weighted average years to maturity | '4 years 2 months 20 days | '4 years 11 months | ||
Debt | ' | ' | ||
Total | $1,648,601 | $1,684,439 | ||
Weighted average interest rate on debt (as a percent) | ' | ' | ||
Total | 6.01% | 6.13% | ||
Unsecured term loan | ' | ' | ||
Mortgages Payable | ' | ' | ||
Fixed interest rate (as a percent) | 0.54% | ' | ||
Consolidated indebtedness | ' | ' | ||
Mortgages Payable | ' | ' | ||
Weighted average years to maturity | '4 years 6 months | ' | ||
[1] | As of SeptemberB 30, 2014, the weighted average years to maturity of consolidated indebtedness was 4.5 years. | |||
[2] | Includes $8,177 and $8,337 of variable rate mortgage debt that was swapped to a fixed rate as of SeptemberB 30, 2014 and DecemberB 31, 2013, respectively, and excludes mortgages payable of $6,435 associated with one investment property classified as held for sale as of DecemberB 31, 2013. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% and 3.50% to 8.00% as of SeptemberB 30, 2014 and DecemberB 31, 2013, respectively. | |||
[3] | Includes $8,177 of variable rate mortgage debt that was swapped to a fixed rate as of SeptemberB 30, 2014. Excludes mortgage premium of $4,726 and discount of $(598), net of accumulated amortization, which was outstanding as of SeptemberB 30, 2014. | |||
[4] | $300,000 of LIBOR-based variable rate debt has been swapped to a fixed rate through February 24, 2016. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.53875% over the term of the swap. | |||
[5] | The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25%. |
Unsecured_Notes_Payable_Detail
Unsecured Notes Payable (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Unsecured Notes Payable | ' | ' | ' |
Principal balance | $250,000 | $250,000 | $0 |
Senior Notes Due 2021 | ' | ' | ' |
Unsecured Notes Payable | ' | ' | ' |
Principal balance | 100,000 | ' | ' |
Stated interest rate (as a percent) | 4.12% | ' | ' |
Senior Notes Due 2024 | ' | ' | ' |
Unsecured Notes Payable | ' | ' | ' |
Principal balance | 150,000 | ' | ' |
Stated interest rate (as a percent) | 4.58% | ' | ' |
Senior Notes | ' | ' | ' |
Unsecured Notes Payable | ' | ' | ' |
Principal balance | $250,000 | ' | ' |
Weighted average interest rate (as a percent) | 4.40% | ' | ' |
Credit_Facility_Details
Credit Facility (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 13-May-13 | 13-May-13 | 13-May-13 | 13-May-13 | |
In Thousands, unless otherwise specified | LIBOR | Variable rate debt | Unsecured credit facility | Unsecured credit facility | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | Unsecured term loan | KeyBank and Wells Fargo Syndicate | KeyBank and Wells Fargo Syndicate | KeyBank and Wells Fargo Syndicate | KeyBank and Wells Fargo Syndicate | |||
Weighted average | Minimum | Maximum | LIBOR | LIBOR | LIBOR | Investment grade credit rating | Investment grade credit rating | Investment grade credit rating | Investment grade credit rating | Investment grade credit rating | Variable rate debt | Minimum | Maximum | LIBOR | LIBOR | LIBOR | Investment grade credit rating | Investment grade credit rating | Investment grade credit rating | Fixed rate debt | Variable rate debt | Unsecured credit facility | Unsecured revolving line of credit | Unsecured revolving line of credit | Unsecured term loan | ||||||||
Minimum | Maximum | Minimum | Maximum | LIBOR | LIBOR | LIBOR | Minimum | Maximum | LIBOR | LIBOR | LIBOR | ||||||||||||||||||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||||||||||||||||||
Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Aggregate borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | $550,000 | ' | |
Principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,450,000 | ' | ' | ' | |
Period of extension of maturity (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | |
Extension fee as a percentage of commitment amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.15% | ' | |
Reference rate for variable interest rate | ' | ' | 'one-month floating rate LIBOR | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | |
Variable interest rate spread (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 2.05% | ' | ' | ' | 0.90% | 1.70% | ' | 1.45% | 1.45% | 2.00% | ' | 1.45% | 2.00% | ' | 1.05% | 2.05% | ' | ' | ' | ' | ' | ' | |
Quarterly unused fees (as a percent) | ' | ' | ' | ' | ' | ' | 0.25% | 0.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Facility fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.15% | 0.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Amount borrowed | 58,000 | 165,000 | ' | ' | 508,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | [1] | 150,000 | ' | ' | ' | ' |
Interest rate (as percent) | ' | ' | ' | ' | ' | 1.84% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.66% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.99% | 1.61% | ' | ' | ' | ' | |
Variable rate debt swapped to fixed rate debt | ' | ' | ' | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Fixed interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.54% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | $300,000 of the term loan has been swapped to a fixed rate of 0.53875% plus a margin based on a leverage grid ranging from 1.45% to 2.00% through February 24, 2016. The applicable margin was 1.45% as of SeptemberB 30, 2014. |
Derivative_Instruments_Interes
Derivative Instruments - Interest Rate Swaps Designated as Cash Flow Hedges (Details) (Interest rate swaps, USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
instrument | instrument | |
Interest rate swaps | ' | ' |
Derivative Instruments | ' | ' |
Number of interest rate swaps utilized to hedge variable cash flows | 2 | 2 |
Amount of gain (loss) on cash flow hedges expected to be reclassified to interest expense over the next 12 months | $862 | ' |
Interest Rate Derivatives | ' | ' |
Number of instruments | 2 | 2 |
Notional | $308,177 | $308,337 |
Derivative_Instruments_Estimat
Derivative Instruments - Estimated Fair Value (Details) (Interest rate swaps, Derivatives designated as cash flow hedges, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Interest rate swaps | Derivatives designated as cash flow hedges | ' | ' |
Derivative Instruments | ' | ' |
Fair value of derivative liability | $503 | $751 |
Derivative_Instruments_Effect_
Derivative Instruments - Effect on Statements of Operations (Details) (Interest rate swaps, Cash flow hedges, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Interest rate swaps | Cash flow hedges | ' | ' | ' | ' |
Derivative Instruments | ' | ' | ' | ' |
Amount of (gain) loss recognized in other comprehensive income on derivative (effective portion) | ($92) | $1,209 | $649 | $1,113 |
Amount of loss reclassified from AOCI into income (effective portion) | 298 | 504 | 884 | 1,509 |
Amount of (gain) loss recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) | $0 | $41 | ($13) | ($891) |
Investment_in_Unconsolidated_J2
Investment in Unconsolidated Joint Ventures - Summary (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 05, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||||
property | MS Inland Fund, LLC | MS Inland Fund, LLC | MS Inland Fund, LLC | MS Inland Fund, LLC | MS Inland Fund, LLC | MS Inland Fund, LLC | Oak Property and Casualty LLC | Oak Property and Casualty LLC | Oak Property and Casualty LLC | Oak Property and Casualty LLC | Oak Property and Casualty LLC | Hampton Retail Colorado, L.L.C. | Hampton Retail Colorado, L.L.C. | Hampton Retail Colorado, L.L.C. | Hampton Retail Colorado, L.L.C. | Hampton Retail Colorado, L.L.C. | Hampton Retail Colorado, L.L.C. | RioCan | RioCan | RioCan | RioCan | ||||||||||||
MS Inland acquisitions | third_party | third_party | third_party | Ownership percentage - 100% | Ownership percentage - pro rata | ||||||||||||||||||||||||||||
property | |||||||||||||||||||||||||||||||||
Investment Summary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Ownership interest of unconsolidated joint ventures (as a percent) | ' | ' | ' | ' | ' | 0.00% | ' | 0.00% | ' | 20.00% | ' | 25.00% | ' | 25.00% | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Investment in unconsolidated joint ventures | $7,087 | ' | $7,087 | ' | $15,776 | $0 | [1] | ' | $0 | [1] | ' | $6,915 | ' | $7,087 | [2] | ' | $7,087 | [2] | ' | $8,861 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of real estate properties acquired | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Number of unaffiliated parties that are co-owners in Captive | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 3 | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Percent of combined condensed financial information | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Profits, Losses and Capital Activity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Company's share of net income (loss) | -232 | 105 | -1,558 | 1,054 | ' | 0 | [3] | 163 | 241 | [3] | 475 | ' | ' | -232 | -348 | -1,799 | -1,821 | ' | 0 | 0 | 0 | 2,576 | [4] | ' | ' | 0 | 290 | [4] | 0 | -176 | [5] | ||
Net cash distributions from/(contributions to) joint ventures | 0 | -2,915 | 1,335 | 404 | ' | 0 | 490 | 1,360 | 1,943 | ' | ' | 0 | 0 | -25 | 0 | ' | 0 | 0 | 0 | 855 | ' | ' | 0 | -3,405 | 0 | -2,394 | |||||||
Fees earned by the Company | 0 | 727 | 338 | 2,271 | ' | 0 | 204 | 338 | 622 | ' | ' | 0 | 0 | 0 | 0 | ' | 0 | 0 | 0 | 1 | ' | ' | 0 | 523 | 0 | 1,648 | |||||||
Impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 298 | 286 | ' | ' | ' | ' | |||||||
Amortization of basis differences in joint venture properties | 0 | 21 | 115 | 44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Impairment of investment in unconsolidated joint ventures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,834 | ' | ' | ' | ' | ' | ' | |||||||
[1] | The MS Inland unconsolidated joint venture was formed with a large state pension fund; the Company was the managing member of the venture and earned fees for providing property management and leasing services. The Company had the ability to exercise significant influence, but did not have financial or operating control over this joint venture, and as a result the Company accounted for its investment pursuant to the equity method of accounting. On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland through the acquisition of the six properties owned by the joint venture. | ||||||||||||||||||||||||||||||||
[2] | Oak PropertyB & CasualtyB LLC (the Captive) is an insurance association owned by the Company and three other unaffiliated parties (four other unaffiliated parties as of December 31, 2013). The Captive was formed to insure/reimburse the membersb deductible obligations for property and general liability insurance claims subject to certain limitations. The Company entered into the Captive to stabilize insurance costs, manage exposures and recoup expenses through the function of the Captive. It has been determined that the Captive is a variable interest entity, but because the Company does not hold the power to most significantly impact the Captivebs performance, the Company is not considered the primary beneficiary. Accordingly, the Companybs investment in the Captive is accounted for pursuant to the equity method of accounting. The Companybs risk of loss is limited to its investment and the Company is not required to fund additional capital to the Captive. On August 29, 2014, the Company provided written notice of its termination in the Captive, effective December 1, 2014, at which time it plans to establish a new wholly-owned captive insurance company. | ||||||||||||||||||||||||||||||||
[3] | On June 5, 2014, the Company dissolved its joint venture arrangement with its partner in MS Inland. | ||||||||||||||||||||||||||||||||
[4] | During the nine months ended SeptemberB 30, 2013, Hampton determined that the carrying value of certain of its assets was not recoverable and, accordingly, recorded property level impairment charges in the amount of $298, of which the Companybs share was $286. The joint venturebs estimate of fair value relating to these impairment assessments was based upon bona fide purchase offers. During 2013, the Company dissolved its joint venture arrangement with its partner in Hampton. | ||||||||||||||||||||||||||||||||
[5] | On October 1, 2013, the Company dissolved its joint venture arrangement with its partner in RioCan. |
Investment_in_Unconsolidated_J3
Investment in Unconsolidated Joint Ventures - Combined Condensed Balance Sheets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Real estate assets | $0 | $270,916 |
Less accumulated depreciation | 0 | -52,624 |
Real estate, net | 0 | 218,292 |
Other assets, net | 25,648 | 49,227 |
Total assets | 25,648 | 267,519 |
Liabilities | ' | ' |
Mortgage debt | 0 | 142,537 |
Other liabilities, net | 16,332 | 22,725 |
Total liabilities | 16,332 | 165,262 |
Total equity | 9,316 | 102,257 |
Total liabilities and equity | $25,648 | $267,519 |
Investment_in_Unconsolidated_J4
Investment in Unconsolidated Joint Ventures - Combined Condensed Statements of Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 01, 2013 | Oct. 01, 2013 | Oct. 01, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 05, 2014 |
property | property | property | RioCan | RioCan | RioCan | RioCan | RioCan | RioCan | RioCan | Hampton | Hampton | Hampton | Hampton | Other Joint Ventures | Other Joint Ventures | Other Joint Ventures | Other Joint Ventures | MS Inland joint venture partner | |||
RioCan dispositions | RioCan dispositions | RioCan acquisitions | MS Inland acquisitions | ||||||||||||||||||
property | property | ||||||||||||||||||||
Revenues: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property related income | $0 | $18,993 | $11,853 | $57,652 | ' | $0 | $12,036 | $0 | $36,758 | ' | ' | ' | $0 | $0 | $0 | $0 | $0 | $6,957 | $11,853 | $20,894 | ' |
Other income | 1,795 | 2,070 | 5,818 | 6,144 | ' | 0 | 0 | 0 | 0 | ' | ' | ' | 0 | 0 | 0 | 0 | 1,795 | 2,070 | 5,818 | 6,144 | ' |
Total revenues | 1,795 | 21,063 | 17,671 | 63,796 | ' | 0 | 12,036 | 0 | 36,758 | ' | ' | ' | 0 | 0 | 0 | 0 | 1,795 | 9,027 | 17,671 | 27,038 | ' |
Expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property operating expenses | 0 | 2,611 | 1,660 | 7,636 | ' | 0 | 1,699 | 0 | 5,001 | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 912 | 1,660 | 2,635 | ' |
Real estate taxes | 0 | 3,423 | 2,339 | 10,122 | ' | 0 | 2,155 | 0 | 6,187 | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 1,268 | 2,339 | 3,935 | ' |
Depreciation and amortization | 0 | 9,189 | 4,117 | 28,442 | ' | 0 | 6,767 | 0 | 21,128 | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 2,422 | 4,117 | 7,314 | ' |
Loss (gain) on lease terminations | 0 | -18 | -169 | 830 | ' | 0 | 4 | 0 | 836 | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | -22 | -169 | -6 | ' |
General and administrative expenses | 50 | 270 | 220 | 820 | ' | 0 | 163 | 0 | 457 | ' | ' | ' | 0 | 0 | 0 | 6 | 50 | 107 | 220 | 357 | ' |
Interest expense, net | 0 | 4,002 | 3,028 | 10,624 | ' | 0 | 2,219 | 0 | 7,033 | ' | ' | ' | 0 | 0 | 0 | -1,758 | 0 | 1,783 | 3,028 | 5,349 | ' |
Other (income) expense, net | 5,919 | -3,838 | 11,006 | 30 | ' | 0 | -4,442 | 0 | -4,436 | ' | ' | ' | 0 | 0 | 0 | -13 | 5,919 | 604 | 11,006 | 4,479 | ' |
Total expenses | 5,969 | 15,639 | 22,201 | 58,504 | ' | 0 | 8,565 | 0 | 36,206 | ' | ' | ' | 0 | 0 | 0 | -1,765 | 5,969 | 7,074 | 22,201 | 24,063 | ' |
Income (loss) from continuing operations | -4,174 | 5,424 | -4,530 | 5,292 | ' | 0 | 3,471 | 0 | 552 | ' | ' | ' | 0 | 0 | 0 | 1,765 | -4,174 | 1,953 | -4,530 | 2,975 | ' |
(Loss) income from discontinued operations | 0 | -204 | 0 | -1,091 | ' | 0 | -206 | 0 | -1,026 | ' | ' | ' | 0 | 0 | 0 | -117 | 0 | 2 | 0 | 52 | ' |
Gain on sales of investment properties - discontinued operations | ' | ' | 0 | 1,019 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | 0 | 1,019 | ' | ' | 0 | 0 | ' |
Net (loss) income | ($4,174) | $5,220 | ($4,530) | $5,220 | ' | $0 | $3,265 | $0 | ($474) | ' | ' | ' | $0 | $0 | $0 | $2,667 | ($4,174) | $1,955 | ($4,530) | $3,027 | ' |
Number of real estate properties acquired | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in joint venture acquired by the Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% |
Number of real estate properties sold | ' | ' | ' | 6 | 20 | ' | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest sold to joint venture partner in joint venture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment_in_Unconsolidated_J5
Investment in Unconsolidated Joint Ventures - Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 | Jun. 05, 2014 |
property | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | MS Inland acquisitions | ||||
Ownership percentage - 100% | Ownership percentage - pro rata | MS Inland joint venture partner | MS Inland joint venture partner | MS Inland | MS Inland | MS Inland | MS Inland | MS Inland | ||||||
property | Ownership percentage - 100% | Ownership percentage - 100% | Ownership percentage - pro rata | |||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest in joint venture acquired by the Company | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' |
Number of real estate properties acquired | ' | ' | 7 | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' |
Fair value of assets acquired | ' | ' | ' | ' | ' | ' | ' | $234,000 | ' | ' | ' | $292,500 | ' | ' |
Cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,600 | ' | ' | ' | ' |
In-place mortgage financing assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141,698 | ' |
Weighted average interest rate (as a percent) | 4.96% | ' | 4.96% | ' | ' | ' | ' | ' | ' | ' | 4.79% | ' | ' | ' |
Gain on change in control of investment properties | 0 | 0 | 24,158 | 0 | ' | ' | ' | ' | ' | 24,158 | ' | ' | ' | ' |
Equity interest before acquisition (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' |
Fair value of the net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,802 | ' | 30,160 |
Carrying value of investment in acquired properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($6,002) | ' | ' | ' |
Net assets presented (as a percent) | ' | ' | ' | ' | 100.00% | 100.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Total net consideration | ' | ' | ' | ' | ' | ' | ($114) | $83,537 |
2013 ATM Equity Program | ' | ' | ' | ' | ' | ' | ' | ' |
Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum aggregate offering price | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Number of common shares sold | 0 | 0 | 0 | 0 | 5,491 | 56 | 0 | 5,547 |
Total net consideration | 0 | 0 | 0 | 0 | 82,839 | 688 | 0 | 83,527 |
Average price per share | $0 | $0 | $0 | $0 | $15.30 | $14.94 | $0 | $15.29 |
Aggregate offering price of remaining common shares available for sale | $115,165 | ' | ' | ' | ' | ' | $115,165 | ' |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Numerator: | ' | ' | ' | ' | ||||
(Loss) income from continuing operations | ($41,904) | ($20,129) | $1,233 | ($39,129) | ||||
Gain on sales of investment properties | 15,168 | 1,150 | 15,695 | 5,807 | ||||
Preferred stock dividends | -2,362 | -2,362 | -7,087 | -7,087 | ||||
(Loss) income from continuing operations attributable to common shareholders | -29,098 | -21,341 | 9,841 | -40,409 | ||||
(Loss) income from discontinued operations | 0 | -18,573 | 507 | 9,861 | ||||
Net (loss) income attributable to common shareholders | -29,098 | -39,914 | 10,348 | -30,548 | ||||
Distributions paid on unvested restricted shares | -65 | -18 | -159 | -41 | ||||
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares | ($29,163) | ($39,932) | $10,189 | ($30,589) | ||||
Denominator for (loss) earnings per common share - basic: | ' | ' | ' | ' | ||||
Weighted average number of common shares outstanding | 236,203 | [1] | 236,151 | [2] | 236,177 | [1] | 233,462 | [2] |
Effect of dilutive securities - stock options | 0 | [3] | 0 | [3] | 3 | [3] | 0 | [3] |
Denominator for (loss) earnings per common share - diluted: | ' | ' | ' | ' | ||||
Weighted average number of common and common equivalent shares outstanding | 236,203 | 236,151 | 236,180 | 233,462 | ||||
Shares excluded from computation of earnings per share | ' | ' | ' | ' | ||||
Shares of unvested restricted stock excluded from weighted average shares outstanding | 397 | 109 | 397 | 109 | ||||
Weighted average number of shares of restricted stock | 397 | 109 | 353 | 93 | ||||
Stock options | ' | ' | ' | ' | ||||
Anti-dilutive securities excluded from computation of earnings per share | ' | ' | ' | ' | ||||
Number of outstanding options to purchase shares of common stock | 66 | 78 | 66 | 78 | ||||
Weighted average exercise price of outstanding options to purchase shares of common stock (in dollars per share) | $19.09 | $19.10 | $19.09 | $19.10 | ||||
Number of outstanding options to purchase shares of common stock, the effect of which would be anti-dilutive | ' | ' | 54 | 78 | ||||
Weighted average exercise price of outstanding options to purchase shares of common stock excluded from diluted EPS calculation (in dollars per share) | ' | ' | $20.72 | $19.10 | ||||
[1] | Excluded from these weighted average amounts are 397 shares of unvested restricted common stock, which equate to 397 and 353 shares, respectively, on a weighted average basis for the three and nine months ended SeptemberB 30, 2014. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | |||||||
[2] | Excluded from these weighted average amounts are 109 shares of unvested restricted common stock, which equate to 109 and 93 shares, respectively, on a weighted average basis for the three and nine months ended SeptemberB 30, 2013. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | |||||||
[3] | There were outstanding options to purchase 66 and 78 shares of common stock as of SeptemberB 30, 2014 and 2013, respectively, at a weighted average exercise price of $19.09 and $19.10, respectively. Of these outstanding options, 54 and 78 shares of common stock as of SeptemberB 30, 2014 and 2013, respectively, at a weighted average exercise price of $20.72 and $19.10, respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive. |
Provision_for_Impairment_of_In2
Provision for Impairment of Investment Properties (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | ||||||||||||
property | property | property | property | Continuing operations | Discontinued operations | Investment properties held for sale | Investment properties held for sale | Operating properties | Midtown Center | Gloucester Town Center | Gloucester Town Center | Gloucester Town Center | Gloucester Town Center | Boston Commons | Four Peaks Plaza | Shaw's Supermarket | The Gateway | Aon Hewitt East Campus | University Square | Raytheon Facility | Raytheon Facility | Raytheon Facility | Shops at 5 | Preston Trail Village | Rite Aid - Atlanta | |||||||||||||
property | sqft | property | Continuing operations | property | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Continuing operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | Discontinued operations | |||||||||||||||||||
sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | sqft | ||||||||||||||||||||||||||
Investment property impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Number of properties with impairment indicators | 10 | 10 | 18 | ' | ' | ' | ' | ' | 14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Number of investment properties classified as held for sale | 3 | 3 | 5 | 1 | ' | ' | 3 | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Number of properties with impairment charges | 3 | ' | 4 | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Number of properties with impairment indicators whose undiscounted cash flows exceeded its carrying value | ' | 7 | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Weighted average rate in which undiscounted cash flows exceeded carrying value | ' | 58.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Square footage | ' | ' | ' | ' | ' | ' | ' | 373,400 | ' | 408,500 | ' | 107,200 | ' | 107,200 | 103,400 | 140,400 | 65,700 | 623,200 | 343,000 | 287,000 | ' | ' | 105,000 | 421,700 | 180,000 | 10,900 | ||||||||||||
Provision for impairment of investment properties | ' | $60,378 | $59,140 | ' | $27,183 | $31,957 | ' | ' | ' | $394 | [1] | ' | $748 | $5,400 | $6,148 | [2] | $453 | [3] | $4,154 | [3] | $6,230 | [4] | $42,999 | [5] | $27,183 | [6] | $6,694 | [7] | $36 | $2,482 | $2,518 | [8] | $20,601 | [9] | $1,939 | [10] | $205 | [10] |
Estimated fair value of impaired properties as of impairment date | $155,720 | $155,720 | $77,853 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
Number of properties with impairment indicators that were subsequently sold | ' | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||
[1] | The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property was sold on April 1, 2014, but is included in continuing operations due to the Companybs early adoption of the 2014 discontinued operations pronouncement. See Note 2 for further details. | |||||||||||||||||||||||||||||||||||||
[2] | The Company recorded an impairment charge of $5,400 during the second quarter of 2014 initially based upon the terms and conditions of a bona fide purchase offer received from an unaffiliated third party and an additional impairment charge of $748 during the third quarter of 2014 based upon the final disposition price and the related terms and conditions of the executed sales contract. This property was classified as held for sale as of September 30, 2014 and was sold on October 2, 2014. | |||||||||||||||||||||||||||||||||||||
[3] | During August 2014, the Company recorded an impairment charge in conjunction with the sale of the property based upon the terms and conditions of an executed sales contract. | |||||||||||||||||||||||||||||||||||||
[4] | The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property. | |||||||||||||||||||||||||||||||||||||
[5] | The Company recorded an impairment charge as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property. | |||||||||||||||||||||||||||||||||||||
[6] | The Company recorded an impairment charge based upon the terms of a bona fide purchase offer received from an unaffiliated third party. | |||||||||||||||||||||||||||||||||||||
[7] | The Company recorded an impairment charge upon re-evaluating the strategic alternatives for the property, which was sold on October 25, 2013. | |||||||||||||||||||||||||||||||||||||
[8] | The Company recorded an impairment charge of $2,482 during the second quarter of 2013 initially based upon the terms and conditions of a bona fide purchase offer received from an unaffiliated third party and an additional impairment charge of $36 on July 31, 2013, the date of disposition, based upon the final disposition price and related terms and conditions of the executed sales contract. | |||||||||||||||||||||||||||||||||||||
[9] | The Company recorded an impairment charge based upon the terms and conditions of a negotiated sales contract with an unaffiliated third party. | |||||||||||||||||||||||||||||||||||||
[10] | The Company recorded impairment charges calculated based upon an estimated fair value equal to expected sales prices from executed sales agreements less estimated transaction costs. |
Fair_Value_Measurements_Carryi
Fair Value Measurements - Carrying Value and Estimated Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Financial liabilities: | ' | ' | ' |
Mortgages payable, net | $1,652,729 | ' | $1,684,633 |
Unsecured notes payable | 250,000 | 250,000 | 0 |
Carrying value | ' | ' | ' |
Financial liabilities: | ' | ' | ' |
Mortgages payable, net | 1,652,729 | ' | 1,684,633 |
Unsecured notes payable | 250,000 | ' | 0 |
Credit facility | 508,000 | ' | 615,000 |
Derivative liability | 503 | ' | 751 |
Fair value | ' | ' | ' |
Financial liabilities: | ' | ' | ' |
Mortgages payable, net | 1,789,231 | ' | 1,827,638 |
Unsecured notes payable | 254,967 | ' | 0 |
Credit facility | 509,761 | ' | 617,478 |
Derivative liability | $503 | ' | $751 |
Fair_Value_Measurements_Recurr
Fair Value Measurements - Recurring Fair Value Measurements (Details) (Recurring Fair Value Measurements, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 2 | ' | ' |
Fair Value Measurements | ' | ' |
Derivative liability | $503 | $751 |
Total | ' | ' |
Fair Value Measurements | ' | ' |
Derivative liability | $503 | $751 |
Fair_Value_Measurements_Nonrec
Fair Value Measurements - Nonrecurring Fair Value Measurements (Details) (USD $) | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | ||||||
Shaw's Supermarket | The Gateway | Aon Hewitt East Campus | Four Peaks Plaza | Lake Mead Crossing | Minimum | Minimum | Maximum | Maximum | Investment properties held for sale | Investment properties held for sale | Investment properties held for sale | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | Nonrecurring Fair Value Measurements | |||||||||
Gloucester Town Center | Gloucester Town Center | Gloucester Town Center | Investment properties held for sale | Operating properties | Operating properties | Level 2 | Level 3 | Level 3 | Total | Total | Total | ||||||||||||||||||
Investment properties held for sale | Operating properties | Operating properties | Investment properties held for sale | Operating properties | Operating properties | ||||||||||||||||||||||||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Fair value of investment properties | ' | ' | $3,100 | $75,400 | $18,000 | $14,000 | $43,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,350 | [1] | $78,500 | [2] | $75,000 | [3] | $10,350 | $78,500 | $75,000 | |||
Provision for impairment | 60,378 | 59,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 748 | 5,400 | ' | 6,148 | [4] | 49,229 | [4] | 59,486 | [4] | ' | ' | ' | ' | ' | ' | |||
Transaction costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $594 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Operating expense growth rates | ' | ' | ' | ' | ' | ' | ' | 1.39% | 3.27% | 3.70% | 3.56% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Discount rates | ' | ' | ' | ' | ' | ' | ' | 8.25% | 7.29% | 9.50% | 8.45% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Terminal capitalization rates | ' | ' | ' | ' | ' | ' | ' | 7.50% | 6.79% | 8.50% | 8.49% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | Represents impairment charges of $5,400 and $748 recorded during the three months ended June 30, 2014 and September 30, 2014, respectively, to write down the carrying value of the Companybs Gloucester Town Center investment property to estimated fair value. The charge recorded during the three months ended September 30, 2014, calculated as the final disposition price of the executed sales contract less transaction costs, as compared to the Companybs carrying value of its investment, was determined to be a Level 2 input. The transaction costs totaling $594 are not reflected as a reduction to the fair value disclosed in the table above. | ||||||||||||||||||||||||||||
[2] | Represents impairment charges to write down the carrying value of the Companybs Shawbs Supermarket and The Gateway investment properties to estimated fair value. The Companybs re-evaluation of strategic alternatives for Shawbs Supermarket was the primary driver of the impairment charge recorded for that property. The Company recorded an impairment charge for The Gateway as a result of a combination of factors including the expected impact on future operating results stemming from a re-evaluation of the anticipated positioning of, and tenant population at, the property and a re-evaluation of other potential strategic alternatives for the property. The estimated fair values of Shawbs Supermarket and The Gateway of $3,100 and $75,400, respectively, were determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. Discount rates, growth assumptions and terminal capitalization rates utilized in this approach are derived from property-specific information, market transactions and other industry data. The terminal capitalization rate and discount rate are significant inputs to this valuation. The following are the key Level 3 inputs used in estimating the fair value of Shawbs Supermarket and The Gateway as of September 30, 2014. 2014 LowB HighRental growth ratesB Varies (i)B Varies (i)Operating expense growth ratesB 1.39%B 3.70%Discount ratesB 8.25%B 9.50%Terminal capitalization ratesB 7.50%B 8.50%(i) Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors. | ||||||||||||||||||||||||||||
[3] | Includes impairment charges to write down the carrying value of the Companybs Aon Hewitt East Campus, Four Peaks Plaza and Lake Mead Crossing investment properties to estimated fair value. The estimated fair value of Aon Hewitt East Campus of $18,000 was based upon a bona fide purchase offer received by the Company from an unaffiliated third party (a Level 3 input). A change in the Companybs estimated holding period was the primary driver of the impairment charges recorded to the Companybs investments in Four Peaks Plaza and Lake Mead Crossing. The estimated fair values of Four Peaks Plaza and Lake Mead Crossing of $14,000 and $43,000, respectively, were determined using the income approach. See (b) above for full description of the income approach. The following are the key Level 3 inputs used in estimating the fair value of Four Peaks Plaza and Lake Mead Crossing as of December 31, 2013. 2013 LowB HighRental growth ratesB Varies (i)B Varies (i)Operating expense growth ratesB 3.27%B 3.56%Discount ratesB 7.29%B 8.45%Terminal capitalization ratesB 6.79%B 8.49%(i)Since cash flow models are established at the tenant level, projected rental revenue growth rates fluctuate over the course of the estimated holding period based upon the timing of lease rollover, amount of available space and other property and space-specific factors. | ||||||||||||||||||||||||||||
[4] | Excludes impairment charges recorded on investment properties sold prior to September 30, 2014 and December 31, 2013, respectively. |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Disclosures (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Minimum | Minimum | Maximum | Maximum | Mortgages payable | Mortgages payable | Mortgages payable | Mortgages payable | Unsecured notes payable | Unsecured term loan | Unsecured term loan | Unsecured revolving line of credit | Unsecured revolving line of credit | Level 3 | Level 3 | Total | Total | |||
Minimum | Minimum | Maximum | Maximum | Weighted average | ||||||||||||||||
Fair Value Measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgages payable, net | $1,652,729 | ' | $1,684,633 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,789,231 | $1,827,638 | $1,789,231 | $1,827,638 |
Unsecured notes payable | 250,000 | 250,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 254,967 | ' | 254,967 | ' |
Credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $509,761 | $617,478 | $509,761 | $617,478 |
Discount rate (as a percent) | ' | ' | ' | 8.25% | 7.29% | 9.50% | 8.45% | 2.40% | 2.40% | 4.30% | 5.60% | 4.13% | 1.35% | 1.35% | 1.40% | 1.40% | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Guarantees, Mortgage and construction loans, USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Guarantees | Mortgage and construction loans | ' |
Commitments and Contingencies | ' |
Amount of mortgage and construction loans guaranteed | $7,851 |
Litigation_Details
Litigation (Details) | 0 Months Ended | 9 Months Ended |
Jun. 10, 2014 | Sep. 30, 2014 | |
lawsuits | lawsuits | |
Litigation Disclosure [Abstract] | ' | ' |
Number of lawsuits dismissed | 4 | ' |
Total number of lawsuits filed | 5 | ' |
Number of lawsuits in which time to appeal has expired | ' | 5 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 21, 2014 | Oct. 21, 2014 | Oct. 28, 2014 | Oct. 28, 2014 | Oct. 28, 2014 |
property | property | 7.00% Series A cumulative redeemable preferred stock | 7.00% Series A cumulative redeemable preferred stock | Subsequent events | Subsequent events | Subsequent events | Subsequent events | Subsequent events | ||
7.00% Series A cumulative redeemable preferred stock | Common stock | Gloucester Town Center | Drug Store Portfolio | Unsecured revolving line of credit | ||||||
sqft | property | |||||||||
sqft | ||||||||||
Subsequent Events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount repaid on unsecured revolving line of credit | $472,500 | $190,000 | ' | ' | ' | ' | ' | ' | ' | $20,000 |
Square footage | ' | ' | ' | ' | ' | ' | ' | 107,200 | 65,400 | ' |
Consideration | ' | ' | ' | ' | ' | ' | ' | 10,350 | 24,400 | ' |
Number of real estate properties sold | ' | 6 | 20 | ' | ' | ' | ' | ' | 5 | ' |
Gain | $16,350 | $12,442 | ' | ' | ' | ' | ' | ' | $6,363 | ' |
Preferred stock, dividend rate | ' | ' | ' | 7.00% | 7.00% | 7.00% | ' | ' | ' | ' |
Preferred stock dividends declared (per share) | $1.31 | $1.36 | ' | ' | ' | $0.44 | ' | ' | ' | ' |
Common stock dividends declared (per share) | $0.50 | $0.50 | ' | ' | ' | ' | $0.17 | ' | ' | ' |