Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Entity Information | ||
Entity Registrant Name | RETAIL PROPERTIES OF AMERICA, INC. | |
Entity Central Index Key | 1,222,840 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 237,222,752 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Investment properties: | ||
Land | $ 1,308,227 | $ 1,195,369 |
Building and other improvements | 4,584,542 | 4,442,446 |
Developments in progress | 41,139 | 42,561 |
Gross investment properties | 5,933,908 | 5,680,376 |
Less accumulated depreciation | (1,419,065) | (1,365,471) |
Net investment properties | 4,514,843 | 4,314,905 |
Cash and cash equivalents | 84,701 | 112,292 |
Accounts and notes receivable (net of allowances of $8,215 and $7,497, respectively) | 76,192 | 86,013 |
Acquired lease intangible assets, net | 145,368 | 125,490 |
Assets associated with investment properties held for sale | 20,262 | 33,640 |
Other assets, net | 102,836 | 131,520 |
Total assets | 4,944,202 | 4,803,860 |
Liabilities: | ||
Mortgages payable, net | 1,438,806 | 1,634,465 |
Unsecured notes payable, net | 498,851 | 250,000 |
Unsecured term loan | 450,000 | 450,000 |
Unsecured revolving line of credit | 110,000 | 0 |
Accounts payable and accrued expenses | 61,340 | 61,129 |
Distributions payable | 39,291 | 39,187 |
Acquired lease intangible liabilities, net | 118,801 | 100,641 |
Liabilities associated with investment properties held for sale | 409 | 8,203 |
Other liabilities | 72,543 | 70,860 |
Total liabilities | $ 2,790,041 | $ 2,614,485 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Additional paid-in capital | $ 4,927,188 | $ 4,922,864 |
Accumulated distributions in excess of earnings | (2,774,228) | (2,734,688) |
Accumulated other comprehensive loss | (535) | (537) |
Total shareholders' equity | 2,152,667 | 2,187,881 |
Noncontrolling interests | 1,494 | 1,494 |
Total equity | 2,154,161 | 2,189,375 |
Total liabilities and equity | 4,944,202 | 4,803,860 |
7.00% Series A cumulative redeemable preferred stock | ||
Equity: | ||
Preferred stock | 5 | 5 |
Class A common stock | ||
Equity: | ||
Class A common stock | $ 237 | $ 237 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts and notes receivable, allowances (in dollars) | $ 8,215 | $ 7,497 |
7.00% Series A cumulative redeemable preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 475,000 | 475,000 |
Common stock, shares issued | 237,227 | 236,602 |
Common stock, shares outstanding | 237,227 | 236,602 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||||
Revenues: | ||||||||
Rental income | $ 119,022 | $ 117,419 | $ 238,810 | $ 234,950 | ||||
Tenant recovery income | 29,416 | 27,108 | 60,716 | 56,856 | ||||
Other property income | 2,450 | 1,919 | 4,559 | 3,831 | ||||
Total revenues | 150,888 | 146,446 | 304,085 | 295,637 | ||||
Expenses: | ||||||||
Property operating expenses | 23,153 | 22,142 | 48,848 | 48,668 | ||||
Real estate taxes | 20,486 | 19,067 | 40,996 | 37,481 | ||||
Depreciation and amortization | 55,798 | 55,061 | 110,474 | 108,891 | ||||
Provision for impairment of investment properties | 3,944 | 5,400 | 3,944 | 5,794 | ||||
General and administrative expenses | 14,018 | 7,362 | 25,010 | 15,812 | ||||
Total expenses | 117,399 | 109,032 | 229,272 | 216,646 | ||||
Operating income | 33,489 | 37,414 | 74,813 | 78,991 | ||||
Gain on extinguishment of other liabilities | 0 | 0 | 0 | 4,258 | ||||
Equity in loss of unconsolidated joint ventures, net | 0 | (433) | 0 | (1,211) | ||||
Gain on change in control of investment properties | 0 | 24,158 | 0 | 24,158 | ||||
Interest expense | (36,140) | (31,873) | (70,185) | (63,736) | ||||
Other (expense) income, net | (306) | 250 | 919 | 677 | ||||
(Loss) income from continuing operations | (2,957) | 29,516 | 5,547 | 43,137 | ||||
Discontinued operations: | ||||||||
Loss, net | 0 | 0 | 0 | (148) | ||||
Gain on sales of investment properties | 0 | 0 | 0 | 655 | ||||
Income from discontinued operations | 0 | 0 | 0 | 507 | ||||
Gain on sales of investment properties | 33,641 | 527 | 38,213 | 527 | ||||
Net income | 30,684 | 30,043 | 43,760 | 44,171 | ||||
Net income attributable to the Company | 30,684 | 30,043 | 43,760 | 44,171 | ||||
Preferred stock dividends | (2,363) | (2,363) | (4,725) | (4,725) | ||||
Net income attributable to common shareholders | $ 28,321 | $ 27,680 | $ 39,035 | $ 39,446 | ||||
Earnings per common share — basic and diluted | ||||||||
Continuing operations | $ 0.12 | $ 0.12 | $ 0.16 | $ 0.17 | ||||
Discontinued operations | 0 | 0 | 0 | 0 | ||||
Net income per common share attributable to common shareholders | $ 0.12 | $ 0.12 | $ 0.16 | $ 0.17 | ||||
Net income | $ 30,684 | $ 30,043 | $ 43,760 | $ 44,171 | ||||
Other comprehensive income (loss): | ||||||||
Net unrealized gain (loss) on derivative instruments (Note 9) | 97 | (137) | 2 | (155) | ||||
Comprehensive income attributable to the Company | $ 30,781 | $ 29,906 | $ 43,762 | $ 44,016 | ||||
Weighted average number of common shares outstanding — basic | 236,354 | [1] | 236,176 | [2] | 236,302 | [1] | 236,164 | [2] |
Weighted average number of common shares outstanding — diluted | 236,356 | 236,179 | 236,305 | 236,166 | ||||
[1] | Excludes 788 shares of unvested restricted common stock, which equate to 851 and 731 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2015. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | |||||||
[2] | Excludes 397 shares of unvested restricted common stock, which equate to 399 and 331 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2014. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Preferred stock7.00% Series A cumulative redeemable preferred stock | Common stockClass A common stock | Additional paid-in capital | Accumulated distributions in excess of earnings | Accumulated other comprehensive (loss) income | Total shareholders' equity | Noncontrolling interests |
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 income | 44,171 | 44,171 | 44,171 | |||||
Other comprehensive (loss) income | (155) | (155) | (155) | |||||
Distributions declared to preferred shareholders | (4,725) | (4,725) | (4,725) | |||||
Distributions declared to common shareholders | (78,368) | (78,368) | (78,368) | |||||
Issuance of common stock, net of offering costs | (78) | (78) | (78) | |||||
Issuance of restricted shares | 1 | $ 1 | 1 | |||||
Issuance of restricted shares (in shares) | 303 | |||||||
Stock-based compensation expense, net of shares withheld for employee taxes and forfeitures | 1,505 | 1,505 | 1,505 | |||||
Stock-based compensation expense, net of shares withheld for employee taxes and forfeitures (in shares) | (5) | |||||||
Balance at Jun. 30, 2014 | 2,271,185 | $ 5 | $ 237 | 4,921,060 | (2,650,718) | (893) | 2,269,691 | 1,494 |
Balance (in shares) at Jun. 30, 2014 | 5,400 | 236,600 | ||||||
Balance at Dec. 31, 2014 | 2,189,375 | $ 5 | $ 237 | 4,922,864 | (2,734,688) | (537) | 2,187,881 | 1,494 |
Balance (in shares) at Dec. 31, 2014 | 5,400 | 236,602 | ||||||
Increase (Decrease) in Shareholders' Equity | ||||||||
Net income | 43,760 | 43,760 | 43,760 | |||||
Other comprehensive (loss) income | 2 | 2 | 2 | |||||
Distributions declared to preferred shareholders | (4,725) | (4,725) | (4,725) | |||||
Distributions declared to common shareholders | (78,575) | (78,575) | (78,575) | |||||
Issuance of common stock, net of offering costs | (79) | (79) | (79) | |||||
Issuance of restricted shares | 0 | 0 | ||||||
Issuance of restricted shares (in shares) | 737 | |||||||
Stock-based compensation expense, net of shares withheld for employee taxes and forfeitures | 4,403 | 4,403 | 4,403 | |||||
Stock-based compensation expense, net of shares withheld for employee taxes and forfeitures (in shares) | (112) | |||||||
Balance at Jun. 30, 2015 | $ 2,154,161 | $ 5 | $ 237 | $ 4,927,188 | $ (2,774,228) | $ (535) | $ 2,152,667 | $ 1,494 |
Balance (in shares) at Jun. 30, 2015 | 5,400 | 237,227 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity (parenthetical) - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Distributions declared to preferred shareholders (in dollars per share) | $ 0.875 | $ 0.875 |
Distributions declared to common shareholders (in dollars per share) | $ 0.33125 | $ 0.33125 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 43,760 | $ 44,171 |
Adjustments to reconcile net income to net cash provided by operating activities (including discontinued operations): | ||
Depreciation and amortization | 110,474 | 108,891 |
Provision for impairment of investment properties | 3,944 | 5,794 |
Gain on sales of investment properties | (38,213) | (1,182) |
Gain on extinguishment of other liabilities | 0 | (4,258) |
Gain on change in control of investment properties | 0 | (24,158) |
Amortization of loan fees and debt premium and discount, net | 2,040 | 2,916 |
Amortization of stock-based compensation | 6,126 | 1,571 |
Premium paid in connection with defeasance of mortgages payable | 6,288 | 0 |
Equity in loss of unconsolidated joint ventures, net | 0 | 1,211 |
Distributions on investments in unconsolidated joint ventures | 0 | 1,360 |
Payment of leasing fees and inducements | (3,986) | (4,623) |
Changes in accounts receivable, net | 11,441 | 3,011 |
Changes in accounts payable and accrued expenses, net | (6,816) | (4,125) |
Changes in other operating assets and liabilities, net | 7,099 | (2,047) |
Other, net | 834 | (845) |
Net cash provided by operating activities | 142,991 | 127,687 |
Cash flows from investing activities: | ||
Changes in restricted escrows, net | 21,699 | 651 |
Purchase of investment properties | (382,016) | (152,236) |
Capital expenditures and tenant improvements | (23,070) | (20,977) |
Proceeds from sales of investment properties | 150,699 | 78,550 |
Investment in developments in progress | (833) | (2,378) |
Investment in unconsolidated joint ventures | 0 | (25) |
Other, net | (25) | 0 |
Net cash used in investing activities | (233,546) | (96,415) |
Cash flows from financing activities: | ||
Proceeds from mortgages payable | 757 | 2,905 |
Principal payments on mortgages payable | (178,546) | (89,089) |
Proceeds from unsecured notes payable | 248,815 | 250,000 |
Proceeds from unsecured credit facility | 460,000 | 255,500 |
Repayments of unsecured credit facility | (350,000) | (365,500) |
Payment of loan fees and deposits, net | (2,233) | (1,522) |
Purchase of Treasury securities in connection with defeasance of mortgages payable | (30,840) | 0 |
Distributions paid | (83,196) | (83,044) |
Other, net | (1,793) | (144) |
Net cash provided by (used in) financing activities | 62,964 | (30,894) |
Net (decrease) increase in cash and cash equivalents | (27,591) | 378 |
Cash and cash equivalents, at beginning of period | 112,292 | 58,190 |
Cash and cash equivalents, at end of period | 84,701 | 58,568 |
Supplemental cash flow disclosure, including non-cash activities: | ||
Cash paid for interest | 56,692 | 57,204 |
Distributions payable | 39,291 | 39,187 |
Accrued capital expenditures and tenant improvements | 5,309 | 3,518 |
Accrued leasing fees and inducements | 669 | 485 |
Developments in progress placed in service | 2,288 | 4,047 |
Treasury securities transferred in connection with defeasance of mortgages payable | 30,840 | 0 |
Defeasance of mortgages payable | 24,552 | 0 |
Purchase of investment properties (after credits at closing): | ||
Land, building and other improvements, net | (375,443) | (318,666) |
Accounts receivable, acquired lease intangible and other assets | (39,641) | (29,163) |
Accounts payable, acquired lease intangible and other liabilities | 33,068 | 24,950 |
Mortgages payable assumed, net | 0 | 146,485 |
Gain on change in control of investment properties | 0 | 24,158 |
Purchase of investment properties (after credits at closing) | (382,016) | (152,236) |
Proceeds from sales of investment properties: | ||
Land, building and other improvements, net | 111,651 | 75,474 |
Accounts receivable, acquired lease intangible and other assets | 2,518 | 2,396 |
Accounts payable, acquired lease intangible and other liabilities | (1,715) | (1,044) |
Deferred gain | 32 | 542 |
Gain on sales of investment properties | 38,213 | 1,182 |
Proceeds from sales of investment properties | $ 150,699 | $ 78,550 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
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. 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 corporate income tax on its undistributed taxable income. 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) and is subject to U.S. federal, state and local income taxes 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 and statutory trusts. The Company’s property ownership as of June 30, 2015 is summarized below: Wholly-owned Consolidated Joint Ventures (a) Operating properties (b) 209 — Development properties 2 1 (a) The Company has a 50% ownership interest in one LLC. (b) Excludes two wholly-owned properties classified as held for sale as of June 30, 2015 . As of June 30, 2015 , the Company is the controlling member in one less-than-wholly-owned consolidated entity. The Company is entitled to a preferred return on its capital contributions to the entity. No adjustments to the carrying value of the noncontrolling interests for contributions, distributions or allocation of net income or loss were made during the six months ended June 30, 2015 and 2014 . During the six months ended June 30, 2014 , the Company held investments in MS Inland Fund, LLC (MS Inland) and Oak Property & Casualty LLC (Oak), which were unconsolidated joint ventures accounted for under the equity method of accounting. The Company dissolved MS Inland and terminated its participation in Oak prior to December 31, 2014. The Company recorded net equity in loss of unconsolidated joint ventures of $433 and $1,211 and received net cash distributions of $605 and $1,335 during the three and six months ended June 30, 2014 , respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Refer to the Company’s 2014 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 six months ended June 30, 2015 . Recent Accounting Pronouncements Effective January 1, 2016 with early adoption permitted, the concept of extraordinary items will be eliminated from GAAP and entities will no longer be required to consider whether an underlying event or transaction is extraordinary. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained. The Company has elected to early adopt this pronouncement effective January 1, 2015. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. Effective January 1, 2016 with early adoption permitted, companies will be required to present debt issuance costs related to a recognized debt liability, excluding revolving debt arrangements, as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. This pronouncement requires a full retrospective method of adoption and the adoption will result in the reclassification of certain unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the condensed consolidated balance sheets. However, unamortized capitalized loan fees attributable to the Company’s unsecured revolving line of credit will continue to be recorded in other assets as they relate to a revolving debt arrangement. Effective January 1, 2016 with early adoption permitted, 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 of this pronouncement will have a material effect on its condensed consolidated financial statements. Effective January 1, 2016 with early adoption permitted, companies will be required to evaluate whether they should consolidate certain legal entities under a revised consolidation model. All legal entities are subject to reevaluation under the revised consolidation model, which modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and provides a scope exception from consolidation guidance for registered money market funds. This pronouncement allows either a full or a modified retrospective method of adoption. The Company does not expect the adoption of this pronouncement will have a material effect on its condensed consolidated financial statements. Effective January 1, 2018 with early adoption permitted beginning 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 this 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. This pronouncement allows either a full or a modified retrospective method of adoption. 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 of this pronouncement will have a material effect on its condensed consolidated financial statements; however, it will continue to evaluate this assessment until the guidance becomes effective. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company closed on the following acquisitions during the six months ended June 30, 2015 : Date Property Name Metropolitan Statistical Area (MSA) Property Type Square Footage Acquisition Price January 8, 2015 Downtown Crown Washington, D.C. Multi-tenant retail 258,000 $ 162,785 January 23, 2015 Merrifield Town Center Washington, D.C. Multi-tenant retail 84,900 56,500 January 23, 2015 Fort Evans Plaza II Washington, D.C. Multi-tenant retail 228,900 65,000 February 19, 2015 Cedar Park Town Center Austin Multi-tenant retail 179,300 39,057 March 24, 2015 Lake Worth Towne Crossing - Parcel (a) Dallas Land — 400 May 4, 2015 Tysons Corner Washington, D.C. Multi-tenant retail 37,700 31,556 June 10, 2015 Woodinville Plaza Seattle Multi-tenant retail 170,800 35,250 959,600 $ 390,548 (a) The Company acquired a parcel located at its Lake Worth Towne Crossing multi-tenant retail operating property. The Company closed on the following acquisitions during the six months ended June 30, 2014 : Date Property Name MSA Property Type Square Footage Acquisition Price Pro Rata Acquisition Price February 27, 2014 Heritage Square Seattle Multi-tenant retail 53,100 $ 18,022 $ 18,022 February 27, 2014 Bed Bath & Beyond Plaza - Fee Interest (a) Miami Ground lease interest — 10,350 10,350 June 5, 2014 MS Inland Portfolio (b) Various Multi-tenant retail 1,194,800 292,500 234,000 June 23, 2014 Southlake Town Square - Outparcel (c) Dallas Single-user outparcel 8,500 6,369 6,369 1,256,400 $ 327,241 $ 268,741 (a) The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Miami, Florida, which was previously subject to a ground lease with a third party. In conjunction with this 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 income. (b) 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 (collectively, the MS Inland acquisitions). 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 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 income. The following table summarizes the calculation of the gain on change in control of investment properties recognized in conjunction with this transaction: 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 (c) The Company acquired a single-user outparcel located at its Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with the Company prior to the transaction. The following table summarizes the acquisition date fair values, before prorations, the Company recorded in conjunction with the acquisitions discussed above: Six Months Ended June 30, 2015 2014 Land $ 141,085 $ 112,804 Building and other improvements 234,358 205,862 Acquired lease intangible assets (a) 38,121 33,568 Acquired lease intangible liabilities (b) (23,016 ) (20,206 ) Mortgages payable (c) — (146,485 ) Net assets acquired (d) $ 390,548 $ 185,543 (a) The weighted average amortization period for acquired lease intangible assets is 16 years and eight years for acquisitions completed during the six months ended June 30, 2015 and 2014 , respectively. (b) The weighted average amortization period for acquired lease intangible liabilities is 21 years and 18 years for acquisitions completed during the six months ended June 30, 2015 and 2014 , respectively. (c) 2014 amount includes mortgage premium of $4,787 . (d) Net assets attributable to the MS Inland acquisitions are presented at 100% . The above acquisitions were funded using a combination of available cash on hand and proceeds from the Company’s unsecured revolving line of credit. Transaction costs totaling $1,198 and $336 for the six months ended June 30, 2015 and 2014 , respectively, were expensed as incurred and included within “General and administrative expenses” in the accompanying condensed consolidated statements of operations and other comprehensive income. Included in the Company’s condensed consolidated statements of operations and other comprehensive income from the properties acquired that were accounted for as business combinations are $26,185 and $2,704 in total revenues and $4,331 and $190 in net income attributable to common shareholders from the date of acquisition through June 30, 2015 and 2014 , respectively. These amounts do not include the total revenue and net income attributable to common shareholders from the 2015 Lake Worth Towne Crossing and 2014 Bed Bath & Beyond Plaza acquisitions as they have been accounted for as asset acquisitions. Subsequent to June 30, 2015 , the Company acquired a single-user outparcel located at its Southlake Town Square multi-tenant retail operating property for a gross purchase price of $8,440 . The outparcel was acquired on July 31, 2015 and contains approximately 13,800 square feet. The Company has not completed the allocation of the acquisition date fair value for the outparcel at Southlake Town Square; however, it expects that the purchase price of this outparcel will primarily be allocated to building and acquired lease intangibles. Condensed Pro Forma Financial Information The results of operations of the acquisitions accounted for as business combinations are included in the following unaudited condensed pro forma financial information as if these acquisitions had been completed as of the beginning of the year prior to the acquisition date. The following unaudited condensed pro forma financial information is presented as if the 2015 acquisitions, including the acquisition of the outparcel at Southlake Town Square, were completed as of January 1, 2014, and the 2014 acquisitions were completed as of January 1, 2013. The results of operations associated with the 2015 Lake Worth Towne Crossing and 2014 Bed Bath & Beyond Plaza acquisitions have not been included in the pro forma presentation as they have been accounted for as asset acquisitions. 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Total revenues $ 151,432 $ 155,863 $ 306,618 $ 317,086 Net income $ 30,608 $ 6,186 $ 43,906 $ 42,893 Net income attributable to common shareholders $ 28,245 $ 3,823 $ 39,181 $ 38,168 Earnings per common share — basic and diluted Net income per common share attributable to common shareholders $ 0.12 $ 0.02 $ 0.16 $ 0.16 Weighted average number of common shares outstanding — basic 236,354 236,176 236,302 236,164 |
Dispositions
Dispositions | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions The Company closed on the following dispositions during the six months ended June 30, 2015 : Date Property Name Property Type Square Footage Consideration Aggregate Proceeds, Net (a) Gain January 20, 2015 Aon Hewitt East Campus Single-user office 343,000 $ 17,233 $ 16,495 $ — February 27, 2015 Promenade at Red Cliff Multi-tenant retail 94,500 19,050 18,848 4,572 April 7, 2015 Hartford Insurance Building Single-user office 97,400 6,015 5,663 860 April 30, 2015 Rasmussen College Single-user office 26,700 4,800 4,449 1,334 May 15, 2015 Mountain View Plaza Multi-tenant retail 162,000 28,500 27,949 10,184 June 4, 2015 Massillon Commons Multi-tenant retail 245,900 12,520 12,145 — June 5, 2015 Citizen's Property Insurance Building Single-user office 59,800 3,650 3,368 440 June 17, 2015 Pine Ridge Plaza Multi-tenant retail 236,500 33,200 31,858 12,938 June 17, 2015 Bison Hollow Multi-tenant retail 134,800 18,800 18,657 4,061 June 17, 2015 The Village at Quail Springs Multi-tenant retail 100,400 11,350 11,267 3,824 1,501,000 $ 155,118 $ 150,699 $ 38,213 (a) Aggregate proceeds are net of transaction costs. The Company closed on the following dispositions during the six months ended June 30, 2014 : Date Property Name Property Type Square Footage Consideration Aggregate Proceeds, Net (a) Gain Discontinued Operations: March 11, 2014 Riverpark Phase IIA Single-user retail 64,300 $ 9,269 $ 9,204 $ 655 Continuing Operations: April 1, 2014 Midtown Center Multi-tenant retail 408,500 47,150 46,043 — May 16, 2014 Beachway Plaza & Cornerstone Plaza (b) Multi-tenant retail 189,600 24,450 23,292 527 598,100 71,600 69,335 527 662,400 $ 80,869 $ 78,539 $ 1,182 (a) Aggregate proceeds are net of transaction costs and exclude $11 of condemnation proceeds, which did not result in any additional gain recognition. (b) The terms of the disposition of Beachway Plaza and Cornerstone Plaza were negotiated as a single transaction. The Company recognized an additional gain on sale of $292 during the fourth quarter of 2014 that was deferred at disposition. As of June 30, 2015 , the Company had entered into contracts to sell Greensburg Commons, a 272,500 square foot multi-tenant retail property located in Greensburg, Indiana and Traveler’s Office Building, a 50,800 square foot single-user office property located in Knoxville, Tennessee. These properties qualified for held for sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended June 30, 2015 , 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 June 30, 2015 . Promenade at Red Cliff and Aon Hewitt East Campus, both of which were sold during the six months ended June 30, 2015 , were classified as held for sale as of December 31, 2014 . The following table presents the assets and liabilities associated with the investment properties classified as held for sale: June 30, December 31, Assets Land, building and other improvements $ 26,754 $ 36,020 Accumulated depreciation (7,178 ) (5,358 ) Net investment properties 19,576 30,662 Other assets 686 2,978 Assets associated with investment properties held for sale $ 20,262 $ 33,640 Liabilities Mortgage payable $ — $ 8,075 Other liabilities 409 128 Liabilities associated with investment properties held for sale $ 409 $ 8,203 There was no activity during the six months ended June 30, 2015 related to discontinued operations. The results of operations for the six months ended June 30, 2014 for the investment property accounted for as discontinued operations, Riverpark Phase IIA which was classified as held for sale as of December 31, 2013, were immaterial. |
Compensation Plans
Compensation Plans | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation Plans | Compensation Plans The Company’s 2014 Long-Term Equity Compensation Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, restricted stock and restricted stock units, stock appreciation rights and other similar awards as well as 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 six months ended June 30, 2015 : Unvested Restricted Shares Weighted Average Grant Date Fair Value per Restricted Share Balance as of January 1, 2015 396 $ 14.26 Shares granted (a) 737 $ 15.88 Shares vested (345 ) $ 14.78 Balance as of June 30, 2015 788 $ 15.55 (a) Shares granted vest ratably over periods ranging from seven months to three years in accordance with the terms of applicable award documents. In addition, during the three months ended June 30, 2015 , Performance Restricted Stock Units (RSUs) were granted to the Company’s executives. The following table represents a summary of the Company’s unvested RSUs as of and for the six months ended June 30, 2015 : Unvested RSUs Grant Date Fair Value per RSU Balance as of January 1, 2015 — $ — RSUs granted (a) 157 $ 14.10 Balance as of June 30, 2015 157 $ 14.10 (a) In 2018, following the performance period which concludes on December 31, 2017, one-third of the RSUs will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term. As long as the minimum hurdle is achieved, the RSUs will convert into shares of common stock and restricted shares at a conversion rate of between 50% and 200% based upon the Company’s Total Shareholder Return as compared to that of the other companies within the NAREIT Shopping Center Index for 2015 through 2017. In 2018, additional shares of common stock will also be issued in an amount equal to the accumulated value of the dividends that would have been paid during the performance period on the shares of common stock and restricted shares issued at the end of the performance period divided by the then-current market price of the Company’s common stock. The Company calculated the grant date fair value per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period. Assumptions include a risk-free interest rate of 0.79% , the Company’s historical common stock performance relative to the other companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of 4.24% . During the three months ended June 30, 2015 and 2014 , the Company recorded compensation expense of $4,757 and $981 , respectively, related to unvested restricted shares and RSUs. During the six months ended June 30, 2015 and 2014 , the Company recorded compensation expense of $6,126 and $1,568 , respectively, related to unvested restricted shares and RSUs. As of June 30, 2015 , total unrecognized compensation expense related to unvested restricted shares and RSUs was $9,889 , which is expected to be amortized over a weighted average term of 1.8 years . Included within the compensation expense recorded during the three and six months ended June 30, 2015 is compensation expense of $1,680 related to the accelerated vesting of 134 restricted shares in conjunction with the departure of the Company’s former Chief Financial Officer and Treasurer. The total fair value of restricted shares vested during the six months ended June 30, 2015 was $5,334 . Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s Third Amended and Restated Independent Director Stock Option and Incentive Plan. As of June 30, 2015 , options to purchase 84 shares of common stock had been granted, of which options to purchase three shares had been exercised, options to purchase six shares had expired and options to purchase 11 shares had been forfeited. The Company did not grant any options in 2014 or 2015 and did not record any compensation expense related to stock options during the six months ended June 30, 2015 . Compensation expense of $1 and $3 related to stock options was recorded during the three and six months ended June 30, 2014 . |
Mortgages Payable
Mortgages Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Mortgages Payable | Mortgages Payable The following table summarizes the Company’s mortgages payable: June 30, 2015 December 31, 2014 Aggregate Principal Balance Weighted Average Interest Rate Weighted Average Years to Maturity Aggregate Principal Balance Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate mortgages payable (a) $ 1,421,040 5.97 % 3.8 $ 1,616,063 6.03 % 4.0 Variable rate construction loan (b) 15,657 2.44 % 0.3 14,900 2.44 % 0.8 Mortgages payable 1,436,697 5.94 % 3.8 1,630,963 5.99 % 3.9 Premium, net of accumulated amortization 2,324 3,972 Discount, net of accumulated amortization (215 ) (470 ) Mortgages payable, net $ 1,438,806 $ 1,634,465 (a) Includes $8,017 and $8,124 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015 and December 31, 2014 , respectively, and excludes mortgages payable of $8,075 associated with one investment property classified as held for sale as of December 31, 2014 . The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% as of June 30, 2015 and December 31, 2014 , respectively. (b) The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25% . During the six months ended June 30, 2015 , the Company repaid or defeased mortgages payable in the total amount of $194,709 (excluding scheduled principal payments of $8,389 related to amortizing loans). The loans repaid or defeased during the six months ended June 30, 2015 had a weighted average fixed interest rate of 6.47% . 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. Certain of 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 June 30, 2015 , the Company had guaranteed $8,267 of the outstanding mortgage and construction loans with maturity dates ranging from November 2, 2015 through September 30, 2016 (see Note 14 to the condensed consolidated financial statements). 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 Company’s properties may secure the debt of another of the Company’s properties. As of June 30, 2015 , the most significant cross-collateralized pool of mortgages was the IW JV 2009, LLC portfolio in the amount of $443,946 , which is cross-collateralized by 51 properties. Debt Maturities The following table shows the scheduled maturities and principal amortization of the Company’s indebtedness as of June 30, 2015 for the remainder of 2015 , each of the next four years and thereafter and the weighted average interest rates by year. The table does not reflect the impact of any debt activity that occurred after June 30, 2015 . 2015 2016 2017 2018 2019 Thereafter Total Debt: Fixed rate debt: Mortgages payable (a) $ 229,667 $ 67,014 $ 320,341 $ 11,565 $ 486,705 $ 305,748 $ 1,421,040 Unsecured credit facility - fixed rate portion of term loan (b) — — — 300,000 — — 300,000 Unsecured notes payable (c) — — — — — 500,000 500,000 Total fixed rate debt 229,667 67,014 320,341 311,565 486,705 805,748 2,221,040 Variable rate debt: Construction loan 15,657 — — — — — 15,657 Unsecured credit facility — — 110,000 150,000 — — 260,000 Total variable rate debt 15,657 — 110,000 150,000 — — 275,657 Total debt (d) $ 245,324 $ 67,014 $ 430,341 $ 461,565 $ 486,705 $ 805,748 $ 2,496,697 Weighted average interest rate on debt: Fixed rate debt 5.21 % 5.03 % 5.52 % 2.17 % 7.50 % 4.42 % 5.04 % Variable rate debt (e) 2.44 % — 1.69 % 1.64 % — — 1.71 % Total 5.03 % 5.03 % 4.54 % 2.00 % 7.50 % 4.42 % 4.67 % (a) Includes $8,017 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015 . Excludes mortgage premium of $2,324 and discount of $(215) , net of accumulated amortization, which was outstanding as of June 30, 2015 . (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) Excludes discount of $(1,149) , net of accumulated amortization, which was outstanding as of June 30, 2015 . (d) As of June 30, 2015 , the weighted average years to maturity of consolidated indebtedness was 4.5 years . (e) Represents interest rates as of June 30, 2015 . The Company plans on addressing its debt maturities through a combination of proceeds from asset dispositions, capital markets transactions and its unsecured revolving line of credit. |
Unsecured Notes Payable
Unsecured Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Unsecured Notes Payable | Unsecured Notes Payable On March 12, 2015, the Company completed a public offering of $250,000 in aggregate principal amount of its 4.00% senior unsecured notes due 2025 ( 4.00% notes). The 4.00% notes were priced at 99.526% of the principal amount to yield 4.058% to maturity. In addition, on June 30, 2014, the Company completed a private placement of $250,000 of unsecured notes, consisting of $100,000 of 4.12% Series A senior notes due 2021 and $150,000 of 4.58% Series B senior notes due 2024 (collectively, Series A and B notes). The proceeds from the 4.00% notes and the Series A and B notes were used to repay 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 as of June 30, 2015 : Unsecured Notes Payable Maturity Date Principal Balance Interest Rate/ Weighted Average Interest Rate Senior notes - 4.12% Series A due 2021 June 30, 2021 $ 100,000 4.12 % Senior notes - 4.58% Series B due 2024 June 30, 2024 150,000 4.58 % Senior notes - 4.00% due 2025 March 15, 2025 250,000 4.00 % 500,000 4.20 % Discount, net of accumulated amortization (1,149 ) Total $ 498,851 The indenture, as supplemented, governing the 4.00% notes (the Indenture) contains customary covenants and events of default. Pursuant to the terms of the Indenture, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum secured and total leverage ratios; (ii) a debt service coverage ratio; and (iii) maintenance of an unencumbered assets to unsecured debt ratio. The note purchase agreement governing the Series A and B notes 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 June 30, 2015 , management believes the Company was in compliance with the financial covenants under the Indenture and the note purchase agreement. |
Unsecured Credit Facility
Unsecured Credit Facility | 6 Months Ended |
Jun. 30, 2015 | |
Line of Credit Facility [Abstract] | |
Unsecured Credit Facility | Unsecured 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 $1,000,000 . The unsecured credit facility consists of a $550,000 unsecured revolving line of credit and a $450,000 unsecured term loan (collectively, the Unsecured Credit Facility). The Company has the ability to increase available borrowings up to $1,450,000 in certain circumstances. The Unsecured 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. The Company received investment grade credit ratings from two rating agencies in 2014. 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 June 30, 2015 , 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 Unsecured Credit Facility: June 30, 2015 December 31, 2014 Unsecured Credit Facility Maturity Date Balance Interest Rate/ Weighted Average Interest Rate Balance Interest Rate/ Term loan - fixed rate portion (a) May 11, 2018 $ 300,000 1.99 % $ 300,000 1.99 % Term loan - variable rate portion May 11, 2018 150,000 1.64 % 150,000 1.62 % Revolving line of credit - variable rate May 12, 2017 (b) 110,000 1.69 % — 1.67 % Total $ 560,000 1.84 % $ 450,000 1.87 % (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 June 30, 2015 and December 31, 2014 . (b) 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 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 June 30, 2015 , management believes the Company was in compliance with the financial covenants and default provisions under the unsecured credit agreement. |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives 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 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 $523 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 June 30, December 31, June 30, December 31, Interest rate swaps 2 2 $ 308,017 $ 308,124 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 13 to the condensed consolidated financial statements. Fair Value June 30, December 31, Derivatives designated as cash flow hedges: Interest rate swaps $ 539 $ 562 The following table presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations and other comprehensive income: Derivatives in Cash Flow Hedging Relationships Amount of Loss Recognized in Other Comprehensive Income on Derivative (Effective Portion) Location of Loss Reclassified from Accumulated Other Comprehensive Income (AOCI) into Income (Effective Portion) Amount of Loss Reclassified from AOCI into Income (Effective Portion) Location of Loss (Gain) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Loss (Gain) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Interest rate swaps Three Months Ended June 30, Six Months Ended June 30, Three Months Six Months Ended Three Months Six Months Ended 2015 $ 196 $ 582 Interest expense $ 293 $ 584 Other (expense) income, net $ 4 $ (21 ) 2014 $ 432 $ 741 Interest expense $ 295 $ 586 Other (expense) $ — $ (13 ) |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Equity | Equity In March 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 or other growth initiatives. The Company did not sell any shares under its ATM equity program during the six months ended June 30, 2015 and 2014 . As of June 30, 2015 , the Company had Class A 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 | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: (Loss) income from continuing operations $ (2,957 ) $ 29,516 $ 5,547 $ 43,137 Gain on sales of investment properties 33,641 527 38,213 527 Preferred stock dividends (2,363 ) (2,363 ) (4,725 ) (4,725 ) Income from continuing operations attributable to common shareholders 28,321 27,680 39,035 38,939 Income from discontinued operations — — — 507 Net income attributable to common shareholders 28,321 27,680 39,035 39,446 Distributions paid on unvested restricted shares (144 ) (69 ) (210 ) (94 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 28,177 $ 27,611 $ 38,825 $ 39,352 Denominator: Denominator for earnings per common share — basic: Weighted average number of common shares outstanding 236,354 (a) 236,176 (b) 236,302 (a) 236,164 (b) Effect of dilutive securities: Stock options 2 (c) 3 (c) 3 (c) 2 (c) RSUs — (d) — — (d) — Denominator for earnings per common share — diluted: Weighted average number of common and common equivalent shares outstanding 236,356 236,179 236,305 236,166 (a) Excludes 788 shares of unvested restricted common stock, which equate to 851 and 731 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2015 . These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. (b) Excludes 397 shares of unvested restricted common stock, which equate to 399 and 331 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2014 . These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period. (c) There were outstanding options to purchase 64 and 77 shares of common stock as of June 30, 2015 and 2014 , respectively, at a weighted average exercise price of $19.28 and $19.05 , respectively. Of these totals, outstanding options to purchase 54 and 63 shares of common stock as of June 30, 2015 and 2014 , respectively, at a weighted average exercise price of $20.69 and $20.68 , respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive. (d) There were 157 RSUs outstanding as of June 30, 2015 (see Note 5 to the condensed consolidated financial statements). These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would be outstanding during the period, if any, assuming the end of the reporting period were the end of the contingency period. Assuming June 30, 2015 was the end of the contingency period, none of these contingently issuable shares would be outstanding. |
Provision for Impairment of Inv
Provision for Impairment of Investment Properties | 6 Months Ended |
Jun. 30, 2015 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Provision for Impairment of Investment Properties | Provision for Impairment of Investment Properties The investment property impairment charges recorded by the Company during the six months ended June 30, 2015 are summarized below: Property Name Property Type Impairment Date Square Footage Provision for Impairment of Investment Properties Massillon Commons (a) Multi-tenant retail June 4, 2015 245,900 $ 2,289 Traveler’s Office Building (b) Single-user office June 30, 2015 50,800 1,655 $ 3,944 Estimated fair value of impaired properties as of impairment date $ 17,970 (a) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract for the property, which was sold on June 4, 2015. (b) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property is classified as held for sale as of June 30, 2015 and was sold on July 30, 2015. As of June 30, 2015 and 2014 , the Company identified indicators of impairment at certain of its properties. 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 following table summarizes the results of these analyses as of June 30, 2015 and 2014 : June 30, 2015 June 30, 2014 Number of properties for which indicators of impairment were identified 6 8 (a) Less: number of properties for which an impairment charge was recorded 1 (b) 1 Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was considered necessary 1 1 Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary 4 6 Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (c) 53 % 22 % (a) Includes five properties which were subsequently sold or classified as held for sale as of June 30, 2015 . (b) Traveler’s Office Building was classified as held for sale as of June 30, 2015 . (c) Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed. The investment property impairment charges recorded by the Company during the six months ended June 30, 2014 are summarized below: Property Name Property Type Impairment Date Square Footage Provision for Impairment of Investment Properties Midtown Center (a) Multi-tenant retail March 31, 2014 408,500 $ 394 Gloucester Town Center (b) Multi-tenant retail June 30, 2014 107,200 5,400 $ 5,794 Estimated fair value of impaired properties as of impairment date $ 57,650 (a) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract for this property, which was sold on April 1, 2014. (b) An impairment charge was recorded on June 30, 2014 based upon the terms of a bona fide purchase offer and additional impairment was recognized on September 30, 2014 pursuant to the terms and conditions of an executed sales contract. The property was sold on October 2, 2014. The Company can provide no assurance that material impairment charges with respect to its investment properties will not occur in future periods. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
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. June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities: Mortgages payable, net $ 1,438,806 $ 1,537,338 $ 1,634,465 $ 1,749,671 Unsecured notes payable, net $ 498,851 $ 502,704 $ 250,000 $ 258,360 Unsecured credit facility $ 560,000 $ 562,243 $ 450,000 $ 451,502 Derivative liability $ 539 $ 539 $ 562 $ 562 The carrying values of mortgages payable, net and unsecured notes payable, net in the table are included in the condensed consolidated balance sheets under the indicated captions. The carrying value of the Unsecured 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. Fair Value Level 1 Level 2 Level 3 Total June 30, 2015 Derivative liability $ — $ 539 $ — $ 539 December 31, 2014 Derivative liability $ — $ 562 $ — $ 562 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 June 30, 2015 and December 31, 2014 , 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 to the condensed consolidated financial statements. Nonrecurring Fair Value Measurements The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of June 30, 2015 and December 31, 2014 , 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 six months ended June 30, 2015 and the year ended December 31, 2014 , except for those properties sold prior to June 30, 2015 and December 31, 2014 , respectively. Methods and assumptions used to estimate the fair value of these assets are described after the table. Fair Value Level 1 Level 2 Level 3 Total Provision for Impairment (a) June 30, 2015 Investment properties - held for sale (b) $ — $ 5,450 $ — $ 5,450 $ 1,655 December 31, 2014 Investment properties $ — $ — $ 86,500 (c) $ 86,500 $ 59,352 Investment properties - held for sale (d) $ — $ 17,233 $ — $ 17,233 $ 563 (a) Excludes impairment charges recorded on investment properties sold prior to June 30, 2015 and December 31, 2014 , respectively. (b) Represents an impairment charge recorded during the three months ended June 30, 2015 for Traveler’s Office Building, which was classified as held for sale as of June 30, 2015. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling $154 are not reflected as a reduction to the fair value disclosed in the table above, but were included in the calculation of the impairment charge. (c) Represents the fair values of the Company’s Shaw’s Supermarket, The Gateway, Hartford Insurance Building and Citizen’s Property Insurance Building investment properties. 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 were the key Level 3 inputs used in estimating the fair value of Shaw’s Supermarket and The Gateway as of September 30, 2014, the date the assets were measured at fair value. 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. The estimated fair values of Hartford Insurance Building and Citizen’s Property Insurance Building of $5,000 and $3,000 , respectively, were based upon third party comparable sales prices, which contain unobservable inputs used by these third parties to determine the estimated fair values. (d) Represents an impairment charge recorded during the three months ended December 31, 2014 for Aon Hewitt East Campus, which was classified as held for sale as of December 31, 2014. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling $738 are not reflected as a reduction to the fair value disclosed in the table above, but were included in the calculation of the impairment charge. 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 those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. Fair Value Level 1 Level 2 Level 3 Total June 30, 2015 Mortgages payable, net $ — $ — $ 1,537,338 $ 1,537,338 Unsecured notes payable, net $ 244,690 $ — $ 258,014 $ 502,704 Unsecured credit facility $ — $ — $ 562,243 $ 562,243 December 31, 2014 Mortgages payable, net $ — $ — $ 1,749,671 $ 1,749,671 Unsecured notes payable $ — $ — $ 258,360 $ 258,360 Unsecured credit facility $ — $ — $ 451,502 $ 451,502 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 2.2% to 5.6% and 2.2% to 4.0% as of June 30, 2015 and December 31, 2014 , respectively. Unsecured notes payable, net: The quoted market price as of June 30, 2015 was used to value the Company’s 4.00% notes. The Company estimates the fair value of its Series A and B notes 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 3.95% and 3.97% as of June 30, 2015 and December 31, 2014 , respectively. Unsecured Credit Facility: The Company estimates the fair value of its Unsecured 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 to discount the credit spreads were 1.30% and 1.35% for the unsecured term loan as of June 30, 2015 and December 31, 2014 , respectively, and 1.35% for the unsecured revolving line of credit as of June 30, 2015 . There were no amounts drawn on the unsecured revolving line of credit as of December 31, 2014. There were no transfers between the levels of the fair value hierarchy during the six months ended June 30, 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Insurance Captive On December 1, 2014, the Company formed a wholly-owned captive insurance company, Birch Property and Casualty LLC (Birch), which insures the Company’s first layer of property and general liability insurance claims subject to certain limitations. The Company capitalized Birch in accordance with the applicable regulatory requirements and Birch established annual premiums based on projections derived from the past loss experience of the Company’s properties. Guarantees 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 June 30, 2015 , the Company has guaranteed $8,267 of its outstanding mortgage and construction loans, with maturity dates ranging from November 2, 2015 through September 30, 2016 . |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2015 | |
Litigation Disclosure [Abstract] | |
Legal Matters and Contingencies | Litigation 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 condensed consolidated financial statements of the Company. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to June 30, 2015 , the Company: • repaid $20,000 , net of borrowings, on its unsecured revolving line of credit and repaid mortgages payable with an aggregate principal balance of $54,178 and a weighted average interest rate of 5.92% using proceeds from dispositions; • closed on the following dispositions: • Greensburg Commons, a 272,500 square foot multi-tenant retail property located in Greensburg, Indiana, which was classified as held for sale as of June 30, 2015, for a sales price of $18,400 with an anticipated gain on sale of approximately $2,810 ; • Arvada Connection and Arvada Marketplace, a 367,500 square foot multi-tenant retail property located in Arvada, Colorado, for a sales price of $54,900 with an anticipated gain on sale of approximately $20,208 ; and • Traveler’s Office Building, a 50,800 square foot single-user office property located in Knoxville, Tennessee, which was classified as held for sale as of June 30, 2015, for a sales price of $4,841 with no significant gain or loss on sale due to impairment charges previously recognized. • closed on the acquisition of a 13,800 square foot single-user outparcel located at Southlake Town Square, its existing multi-tenant retail operating property located in Southlake, Texas, for a gross purchase price of $8,440 . On July 28, 2015, the Company’s board of directors (Board) appointed Heath R. Fear to serve as the Company’s Chief Financial Officer and Treasurer, effective August 17, 2015. On July 28, 2015, the Board appointed Julie M. Swinehart as Senior Vice President and Chief Accounting Officer of the Company, effective immediately. Ms. Swinehart has held the position of Senior Vice President and Corporate Controller of the Company since April 2013 and has served as the Company’s principal accounting officer since May 2013. On July 28, 2015, the Board increased the number of directors comprising the Board from eight to nine and appointed Bonnie S. Biumi as a Director of the Company, effective immediately, to serve until the Company’s 2016 annual meeting of stockholders. On July 28, 2015, the Board declared the cash dividend for the third quarter of 2015 for the Company’s 7.00% Series A cumulative redeemable preferred stock. The dividend of $0.4375 per preferred share will be paid on September 30, 2015 to preferred shareholders of record at the close of business on September 18, 2015. On July 28, 2015, the Board declared the distribution for the third quarter of 2015 of $0.165625 per share on the Company’s outstanding Class A common stock, which will be paid on October 9, 2015 to Class A common shareholders of record at the close of business on September 25, 2015. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2016 with early adoption permitted, the concept of extraordinary items will be eliminated from GAAP and entities will no longer be required to consider whether an underlying event or transaction is extraordinary. However, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained. The Company has elected to early adopt this pronouncement effective January 1, 2015. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. Effective January 1, 2016 with early adoption permitted, companies will be required to present debt issuance costs related to a recognized debt liability, excluding revolving debt arrangements, as a direct deduction from the carrying amount of that debt liability on the balance sheet. The recognition and measurement guidance for debt issuance costs will not be affected. This pronouncement requires a full retrospective method of adoption and the adoption will result in the reclassification of certain unamortized capitalized loan fees from other assets to a direct reduction of the Company’s indebtedness on the condensed consolidated balance sheets. However, unamortized capitalized loan fees attributable to the Company’s unsecured revolving line of credit will continue to be recorded in other assets as they relate to a revolving debt arrangement. Effective January 1, 2016 with early adoption permitted, 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 of this pronouncement will have a material effect on its condensed consolidated financial statements. Effective January 1, 2016 with early adoption permitted, companies will be required to evaluate whether they should consolidate certain legal entities under a revised consolidation model. All legal entities are subject to reevaluation under the revised consolidation model, which modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership, affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, and provides a scope exception from consolidation guidance for registered money market funds. This pronouncement allows either a full or a modified retrospective method of adoption. The Company does not expect the adoption of this pronouncement will have a material effect on its condensed consolidated financial statements. Effective January 1, 2018 with early adoption permitted beginning 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 this 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. This pronouncement allows either a full or a modified retrospective method of adoption. 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 of this pronouncement will have a material effect on its condensed consolidated financial statements; however, it will continue to evaluate this assessment until the guidance becomes effective. |
Organization and Basis of Pre25
Organization and Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of property ownership | The Company’s property ownership as of June 30, 2015 is summarized below: Wholly-owned Consolidated Joint Ventures (a) Operating properties (b) 209 — Development properties 2 1 (a) The Company has a 50% ownership interest in one LLC. (b) Excludes two wholly-owned properties classified as held for sale as of June 30, 2015 . |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of acquisitions | The Company closed on the following acquisitions during the six months ended June 30, 2015 : Date Property Name Metropolitan Statistical Area (MSA) Property Type Square Footage Acquisition Price January 8, 2015 Downtown Crown Washington, D.C. Multi-tenant retail 258,000 $ 162,785 January 23, 2015 Merrifield Town Center Washington, D.C. Multi-tenant retail 84,900 56,500 January 23, 2015 Fort Evans Plaza II Washington, D.C. Multi-tenant retail 228,900 65,000 February 19, 2015 Cedar Park Town Center Austin Multi-tenant retail 179,300 39,057 March 24, 2015 Lake Worth Towne Crossing - Parcel (a) Dallas Land — 400 May 4, 2015 Tysons Corner Washington, D.C. Multi-tenant retail 37,700 31,556 June 10, 2015 Woodinville Plaza Seattle Multi-tenant retail 170,800 35,250 959,600 $ 390,548 (a) The Company acquired a parcel located at its Lake Worth Towne Crossing multi-tenant retail operating property. The Company closed on the following acquisitions during the six months ended June 30, 2014 : Date Property Name MSA Property Type Square Footage Acquisition Price Pro Rata Acquisition Price February 27, 2014 Heritage Square Seattle Multi-tenant retail 53,100 $ 18,022 $ 18,022 February 27, 2014 Bed Bath & Beyond Plaza - Fee Interest (a) Miami Ground lease interest — 10,350 10,350 June 5, 2014 MS Inland Portfolio (b) Various Multi-tenant retail 1,194,800 292,500 234,000 June 23, 2014 Southlake Town Square - Outparcel (c) Dallas Single-user outparcel 8,500 6,369 6,369 1,256,400 $ 327,241 $ 268,741 (a) The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Miami, Florida, which was previously subject to a ground lease with a third party. In conjunction with this 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 income. (b) 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 (collectively, the MS Inland acquisitions). 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 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 income. The following table summarizes the calculation of the gain on change in control of investment properties recognized in conjunction with this transaction: 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 (c) The Company acquired a single-user outparcel located at its Southlake Town Square multi-tenant retail operating property that was subject to a ground lease with the Company prior to the transaction. |
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: Six Months Ended June 30, 2015 2014 Land $ 141,085 $ 112,804 Building and other improvements 234,358 205,862 Acquired lease intangible assets (a) 38,121 33,568 Acquired lease intangible liabilities (b) (23,016 ) (20,206 ) Mortgages payable (c) — (146,485 ) Net assets acquired (d) $ 390,548 $ 185,543 (a) The weighted average amortization period for acquired lease intangible assets is 16 years and eight years for acquisitions completed during the six months ended June 30, 2015 and 2014 , respectively. (b) The weighted average amortization period for acquired lease intangible liabilities is 21 years and 18 years for acquisitions completed during the six months ended June 30, 2015 and 2014 , respectively. (c) 2014 amount includes mortgage premium of $4,787 . (d) 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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Total revenues $ 151,432 $ 155,863 $ 306,618 $ 317,086 Net income $ 30,608 $ 6,186 $ 43,906 $ 42,893 Net income attributable to common shareholders $ 28,245 $ 3,823 $ 39,181 $ 38,168 Earnings per common share — basic and diluted Net income per common share attributable to common shareholders $ 0.12 $ 0.02 $ 0.16 $ 0.16 Weighted average number of common shares outstanding — basic 236,354 236,176 236,302 236,164 |
Dispositions (Tables)
Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property dispositions | The Company closed on the following dispositions during the six months ended June 30, 2015 : Date Property Name Property Type Square Footage Consideration Aggregate Proceeds, Net (a) Gain January 20, 2015 Aon Hewitt East Campus Single-user office 343,000 $ 17,233 $ 16,495 $ — February 27, 2015 Promenade at Red Cliff Multi-tenant retail 94,500 19,050 18,848 4,572 April 7, 2015 Hartford Insurance Building Single-user office 97,400 6,015 5,663 860 April 30, 2015 Rasmussen College Single-user office 26,700 4,800 4,449 1,334 May 15, 2015 Mountain View Plaza Multi-tenant retail 162,000 28,500 27,949 10,184 June 4, 2015 Massillon Commons Multi-tenant retail 245,900 12,520 12,145 — June 5, 2015 Citizen's Property Insurance Building Single-user office 59,800 3,650 3,368 440 June 17, 2015 Pine Ridge Plaza Multi-tenant retail 236,500 33,200 31,858 12,938 June 17, 2015 Bison Hollow Multi-tenant retail 134,800 18,800 18,657 4,061 June 17, 2015 The Village at Quail Springs Multi-tenant retail 100,400 11,350 11,267 3,824 1,501,000 $ 155,118 $ 150,699 $ 38,213 (a) Aggregate proceeds are net of transaction costs. The Company closed on the following dispositions during the six months ended June 30, 2014 : Date Property Name Property Type Square Footage Consideration Aggregate Proceeds, Net (a) Gain Discontinued Operations: March 11, 2014 Riverpark Phase IIA Single-user retail 64,300 $ 9,269 $ 9,204 $ 655 Continuing Operations: April 1, 2014 Midtown Center Multi-tenant retail 408,500 47,150 46,043 — May 16, 2014 Beachway Plaza & Cornerstone Plaza (b) Multi-tenant retail 189,600 24,450 23,292 527 598,100 71,600 69,335 527 662,400 $ 80,869 $ 78,539 $ 1,182 (a) Aggregate proceeds are net of transaction costs |
Schedule of assets and liabilities associated with investment properties held for sale | The following table presents the assets and liabilities associated with the investment properties classified as held for sale: June 30, December 31, Assets Land, building and other improvements $ 26,754 $ 36,020 Accumulated depreciation (7,178 ) (5,358 ) Net investment properties 19,576 30,662 Other assets 686 2,978 Assets associated with investment properties held for sale $ 20,262 $ 33,640 Liabilities Mortgage payable $ — $ 8,075 Other liabilities 409 128 Liabilities associated with investment properties held for sale $ 409 $ 8,203 |
Compensation Plans (Tables)
Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of unvested restricted shares and restricted stock units | The following table represents a summary of the Company’s unvested restricted shares as of and for the six months ended June 30, 2015 : Unvested Restricted Shares Weighted Average Grant Date Fair Value per Restricted Share Balance as of January 1, 2015 396 $ 14.26 Shares granted (a) 737 $ 15.88 Shares vested (345 ) $ 14.78 Balance as of June 30, 2015 788 $ 15.55 (a) Shares granted vest ratably over periods ranging from seven months to three years in accordance with the terms of applicable award documents. In addition, during the three months ended June 30, 2015 , Performance Restricted Stock Units (RSUs) were granted to the Company’s executives. The following table represents a summary of the Company’s unvested RSUs as of and for the six months ended June 30, 2015 : Unvested RSUs Grant Date Fair Value per RSU Balance as of January 1, 2015 — $ — RSUs granted (a) 157 $ 14.10 Balance as of June 30, 2015 157 $ 14.10 (a) In 2018, following the performance period which concludes on December 31, 2017, one-third of the RSUs will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term. As long as the minimum hurdle is achieved, the RSUs will convert into shares of common stock and restricted shares at a conversion rate of between 50% and 200% based upon the Company’s Total Shareholder Return as compared to that of the other companies within the NAREIT Shopping Center Index for 2015 through 2017. In 2018, additional shares of common stock will also be issued in an amount equal to the accumulated value of the dividends that would have been paid during the performance period on the shares of common stock and restricted shares issued at the end of the performance period divided by the then-current market price of the Company’s common stock. The Company calculated the grant date fair value per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period. Assumptions include a risk-free interest rate of 0.79% , the Company’s historical common stock performance relative to the other companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of 4.24% . |
Mortgages Payable (Tables)
Mortgages Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of mortgages payable | The following table summarizes the Company’s mortgages payable: June 30, 2015 December 31, 2014 Aggregate Principal Balance Weighted Average Interest Rate Weighted Average Years to Maturity Aggregate Principal Balance Weighted Average Interest Rate Weighted Average Years to Maturity Fixed rate mortgages payable (a) $ 1,421,040 5.97 % 3.8 $ 1,616,063 6.03 % 4.0 Variable rate construction loan (b) 15,657 2.44 % 0.3 14,900 2.44 % 0.8 Mortgages payable 1,436,697 5.94 % 3.8 1,630,963 5.99 % 3.9 Premium, net of accumulated amortization 2,324 3,972 Discount, net of accumulated amortization (215 ) (470 ) Mortgages payable, net $ 1,438,806 $ 1,634,465 (a) Includes $8,017 and $8,124 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015 and December 31, 2014 , respectively, and excludes mortgages payable of $8,075 associated with one investment property classified as held for sale as of December 31, 2014 . The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% as of June 30, 2015 and December 31, 2014 , respectively. (b) The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25% . |
Summary of scheduled maturities and principal amortization of indebtedness | The following table shows the scheduled maturities and principal amortization of the Company’s indebtedness as of June 30, 2015 for the remainder of 2015 , each of the next four years and thereafter and the weighted average interest rates by year. The table does not reflect the impact of any debt activity that occurred after June 30, 2015 . 2015 2016 2017 2018 2019 Thereafter Total Debt: Fixed rate debt: Mortgages payable (a) $ 229,667 $ 67,014 $ 320,341 $ 11,565 $ 486,705 $ 305,748 $ 1,421,040 Unsecured credit facility - fixed rate portion of term loan (b) — — — 300,000 — — 300,000 Unsecured notes payable (c) — — — — — 500,000 500,000 Total fixed rate debt 229,667 67,014 320,341 311,565 486,705 805,748 2,221,040 Variable rate debt: Construction loan 15,657 — — — — — 15,657 Unsecured credit facility — — 110,000 150,000 — — 260,000 Total variable rate debt 15,657 — 110,000 150,000 — — 275,657 Total debt (d) $ 245,324 $ 67,014 $ 430,341 $ 461,565 $ 486,705 $ 805,748 $ 2,496,697 Weighted average interest rate on debt: Fixed rate debt 5.21 % 5.03 % 5.52 % 2.17 % 7.50 % 4.42 % 5.04 % Variable rate debt (e) 2.44 % — 1.69 % 1.64 % — — 1.71 % Total 5.03 % 5.03 % 4.54 % 2.00 % 7.50 % 4.42 % 4.67 % (a) Includes $8,017 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015 . Excludes mortgage premium of $2,324 and discount of $(215) , net of accumulated amortization, which was outstanding as of June 30, 2015 . (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) Excludes discount of $(1,149) , net of accumulated amortization, which was outstanding as of June 30, 2015 . (d) As of June 30, 2015 , the weighted average years to maturity of consolidated indebtedness was 4.5 years . (e) Represents interest rates as of June 30, 2015 . |
Unsecured Notes Payable (Tables
Unsecured Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of unsecured notes payable | The following table summarizes the Company’s unsecured notes payable as of June 30, 2015 : Unsecured Notes Payable Maturity Date Principal Balance Interest Rate/ Weighted Average Interest Rate Senior notes - 4.12% Series A due 2021 June 30, 2021 $ 100,000 4.12 % Senior notes - 4.58% Series B due 2024 June 30, 2024 150,000 4.58 % Senior notes - 4.00% due 2025 March 15, 2025 250,000 4.00 % 500,000 4.20 % Discount, net of accumulated amortization (1,149 ) Total $ 498,851 |
Unsecured Credit Facility (Tabl
Unsecured Credit Facility (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Line of Credit Facility [Abstract] | |
Summary of unsecured credit facility | The following table summarizes the Company’s Unsecured Credit Facility: June 30, 2015 December 31, 2014 Unsecured Credit Facility Maturity Date Balance Interest Rate/ Weighted Average Interest Rate Balance Interest Rate/ Term loan - fixed rate portion (a) May 11, 2018 $ 300,000 1.99 % $ 300,000 1.99 % Term loan - variable rate portion May 11, 2018 150,000 1.64 % 150,000 1.62 % Revolving line of credit - variable rate May 12, 2017 (b) 110,000 1.69 % — 1.67 % Total $ 560,000 1.84 % $ 450,000 1.87 % (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 June 30, 2015 and December 31, 2014 . (b) 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. |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, December 31, June 30, December 31, Interest rate swaps 2 2 $ 308,017 $ 308,124 |
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 13 to the condensed consolidated financial statements. Fair Value June 30, December 31, Derivatives designated as cash flow hedges: Interest rate swaps $ 539 $ 562 |
Schedule of effect of derivative instruments on the consolidated statements of operations | The following table presents the effect of the Company’s derivative financial instruments on the condensed consolidated statements of operations and other comprehensive income: Derivatives in Cash Flow Hedging Relationships Amount of Loss Recognized in Other Comprehensive Income on Derivative (Effective Portion) Location of Loss Reclassified from Accumulated Other Comprehensive Income (AOCI) into Income (Effective Portion) Amount of Loss Reclassified from AOCI into Income (Effective Portion) Location of Loss (Gain) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Loss (Gain) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Interest rate swaps Three Months Ended June 30, Six Months Ended June 30, Three Months Six Months Ended Three Months Six Months Ended 2015 $ 196 $ 582 Interest expense $ 293 $ 584 Other (expense) income, net $ 4 $ (21 ) 2014 $ 432 $ 741 Interest expense $ 295 $ 586 Other (expense) $ — $ (13 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of components used in the calculation of basic and diluted EPS | The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Numerator: (Loss) income from continuing operations $ (2,957 ) $ 29,516 $ 5,547 $ 43,137 Gain on sales of investment properties 33,641 527 38,213 527 Preferred stock dividends (2,363 ) (2,363 ) (4,725 ) (4,725 ) Income from continuing operations attributable to common shareholders 28,321 27,680 39,035 38,939 Income from discontinued operations — — — 507 Net income attributable to common shareholders 28,321 27,680 39,035 39,446 Distributions paid on unvested restricted shares (144 ) (69 ) (210 ) (94 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 28,177 $ 27,611 $ 38,825 $ 39,352 Denominator: Denominator for earnings per common share — basic: Weighted average number of common shares outstanding 236,354 (a) 236,176 (b) 236,302 (a) 236,164 (b) Effect of dilutive securities: Stock options 2 (c) 3 (c) 3 (c) 2 (c) RSUs — (d) — — (d) — Denominator for earnings per common share — diluted: Weighted average number of common and common equivalent shares outstanding 236,356 236,179 236,305 236,166 (a) Excludes 788 shares of unvested restricted common stock, which equate to 851 and 731 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2015 . These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. (b) Excludes 397 shares of unvested restricted common stock, which equate to 399 and 331 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2014 . These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period. (c) There were outstanding options to purchase 64 and 77 shares of common stock as of June 30, 2015 and 2014 , respectively, at a weighted average exercise price of $19.28 and $19.05 , respectively. Of these totals, outstanding options to purchase 54 and 63 shares of common stock as of June 30, 2015 and 2014 , respectively, at a weighted average exercise price of $20.69 and $20.68 , respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive. (d) There were 157 RSUs outstanding as of June 30, 2015 (see Note 5 to the condensed consolidated financial statements). These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would be outstanding during the period, if any, assuming the end of the reporting period were the end of the contingency period. Assuming June 30, 2015 was the end of the contingency period, none of these contingently issuable shares would be outstanding. |
Provision for Impairment of I34
Provision for Impairment of Investment Properties (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 six months ended June 30, 2015 are summarized below: Property Name Property Type Impairment Date Square Footage Provision for Impairment of Investment Properties Massillon Commons (a) Multi-tenant retail June 4, 2015 245,900 $ 2,289 Traveler’s Office Building (b) Single-user office June 30, 2015 50,800 1,655 $ 3,944 Estimated fair value of impaired properties as of impairment date $ 17,970 (a) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract for the property, which was sold on June 4, 2015. (b) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. This property is classified as held for sale as of June 30, 2015 and was sold on July 30, 2015. The investment property impairment charges recorded by the Company during the six months ended June 30, 2014 are summarized below: Property Name Property Type Impairment Date Square Footage Provision for Impairment of Investment Properties Midtown Center (a) Multi-tenant retail March 31, 2014 408,500 $ 394 Gloucester Town Center (b) Multi-tenant retail June 30, 2014 107,200 5,400 $ 5,794 Estimated fair value of impaired properties as of impairment date $ 57,650 (a) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract for this property, which was sold on April 1, 2014. (b) An impairment charge was recorded on June 30, 2014 based upon the terms of a bona fide purchase offer and additional impairment was recognized on September 30, 2014 pursuant to the terms and conditions of an executed sales contract. The property was sold on October 2, 2014. |
Schedule of identified impairment indicators | As of June 30, 2015 and 2014 , the Company identified indicators of impairment at certain of its properties. 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 following table summarizes the results of these analyses as of June 30, 2015 and 2014 : June 30, 2015 June 30, 2014 Number of properties for which indicators of impairment were identified 6 8 (a) Less: number of properties for which an impairment charge was recorded 1 (b) 1 Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was considered necessary 1 1 Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary 4 6 Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (c) 53 % 22 % (a) Includes five properties which were subsequently sold or classified as held for sale as of June 30, 2015 . (b) Traveler’s Office Building was classified as held for sale as of June 30, 2015 . (c) Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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. June 30, 2015 December 31, 2014 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities: Mortgages payable, net $ 1,438,806 $ 1,537,338 $ 1,634,465 $ 1,749,671 Unsecured notes payable, net $ 498,851 $ 502,704 $ 250,000 $ 258,360 Unsecured credit facility $ 560,000 $ 562,243 $ 450,000 $ 451,502 Derivative liability $ 539 $ 539 $ 562 $ 562 |
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. Fair Value Level 1 Level 2 Level 3 Total June 30, 2015 Derivative liability $ — $ 539 $ — $ 539 December 31, 2014 Derivative liability $ — $ 562 $ — $ 562 |
Schedule of assets measured at fair value on a nonrecurring basis | The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of June 30, 2015 and December 31, 2014 , 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 six months ended June 30, 2015 and the year ended December 31, 2014 , except for those properties sold prior to June 30, 2015 and December 31, 2014 , respectively. Methods and assumptions used to estimate the fair value of these assets are described after the table. Fair Value Level 1 Level 2 Level 3 Total Provision for Impairment (a) June 30, 2015 Investment properties - held for sale (b) $ — $ 5,450 $ — $ 5,450 $ 1,655 December 31, 2014 Investment properties $ — $ — $ 86,500 (c) $ 86,500 $ 59,352 Investment properties - held for sale (d) $ — $ 17,233 $ — $ 17,233 $ 563 (a) Excludes impairment charges recorded on investment properties sold prior to June 30, 2015 and December 31, 2014 , respectively. (b) Represents an impairment charge recorded during the three months ended June 30, 2015 for Traveler’s Office Building, which was classified as held for sale as of June 30, 2015. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling $154 are not reflected as a reduction to the fair value disclosed in the table above, but were included in the calculation of the impairment charge. (c) Represents the fair values of the Company’s Shaw’s Supermarket, The Gateway, Hartford Insurance Building and Citizen’s Property Insurance Building investment properties. 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 were the key Level 3 inputs used in estimating the fair value of Shaw’s Supermarket and The Gateway as of September 30, 2014, the date the assets were measured at fair value. 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. The estimated fair values of Hartford Insurance Building and Citizen’s Property Insurance Building of $5,000 and $3,000 , respectively, were based upon third party comparable sales prices, which contain unobservable inputs used by these third parties to determine the estimated fair values. (d) Represents an impairment charge recorded during the three months ended December 31, 2014 for Aon Hewitt East Campus, which was classified as held for sale as of December 31, 2014. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling $738 are not reflected as a reduction to the fair value disclosed in the table above, but were included in the calculation of the impairment charge. |
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 those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. Fair Value Level 1 Level 2 Level 3 Total June 30, 2015 Mortgages payable, net $ — $ — $ 1,537,338 $ 1,537,338 Unsecured notes payable, net $ 244,690 $ — $ 258,014 $ 502,704 Unsecured credit facility $ — $ — $ 562,243 $ 562,243 December 31, 2014 Mortgages payable, net $ — $ — $ 1,749,671 $ 1,749,671 Unsecured notes payable $ — $ — $ 258,360 $ 258,360 Unsecured credit facility $ — $ — $ 451,502 $ 451,502 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($)entityLLCspropertysubsidiary | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)entityLLCspropertysubsidiary | Jun. 30, 2014USD ($) | Dec. 31, 2014property | ||
Organization and Basis of Presentation | ||||||
Number of wholly-owned subsidiaries jointly elected to be treated as a TRS | subsidiary | 1 | 1 | ||||
Number of wholly-owned properties classified as held for sale | 1 | |||||
Number of less-than-wholly-owned consolidated entities in which Company is controlling member | entity | 1 | 1 | ||||
Equity in loss of unconsolidated joint ventures, net | $ | $ 0 | $ 433 | $ 0 | $ 1,211 | ||
Net cash distributions from unconsolidated joint ventures | $ | $ 605 | $ 1,335 | ||||
Wholly-owned | Operating properties | ||||||
Organization and Basis of Presentation | ||||||
Number of real estate properties owned | [1] | 209 | 209 | |||
Number of wholly-owned properties classified as held for sale | 2 | 2 | ||||
Wholly-owned | Development properties | ||||||
Organization and Basis of Presentation | ||||||
Number of real estate properties owned | 2 | 2 | ||||
Consolidated joint ventures | Development properties | ||||||
Organization and Basis of Presentation | ||||||
Number of real estate properties owned | [2] | 1 | 1 | |||
Ownership interest of consolidated joint venture (as a percent) | 50.00% | 50.00% | ||||
Number of consolidated LLCs in which Company has ownership interest | LLCs | 1 | 1 | ||||
[1] | Excludes two wholly-owned properties classified as held for sale as of June 30, 2015. | |||||
[2] | The Company has a 50% ownership interest in one LLC. |
Acquisitions - Summary of Acqui
Acquisitions - Summary of Acquisitions (Details) $ in Thousands | Jul. 31, 2015USD ($)ft² | Jun. 10, 2015USD ($)ft² | May. 04, 2015USD ($)ft² | Mar. 24, 2015USD ($)ft² | Feb. 19, 2015USD ($)ft² | Jan. 23, 2015USD ($)ft² | Jan. 08, 2015USD ($)ft² | Jun. 23, 2014USD ($)ft² | Jun. 05, 2014USD ($)ft²property | Feb. 27, 2014USD ($)ft² | Aug. 05, 2015USD ($)ft² | Jun. 30, 2015USD ($)ft² | Jun. 30, 2014USD ($)ft² | Jun. 30, 2015USD ($)ft² | Jun. 30, 2014USD ($)ft² | |
Acquisitions | ||||||||||||||||
Gain on extinguishment of other liabilities | $ 0 | $ 0 | $ 0 | $ 4,258 | ||||||||||||
Weighted average interest rate (as a percent) | 4.67% | 4.67% | ||||||||||||||
Gain on change in control of investment properties | $ 0 | 24,158 | $ 0 | 24,158 | ||||||||||||
Acquisition date fair values: | ||||||||||||||||
Total revenues | 150,888 | 146,446 | 304,085 | 295,637 | ||||||||||||
Net income attributable to common shareholders | $ 28,321 | $ 27,680 | $ 39,035 | $ 39,446 | ||||||||||||
Downtown Crown | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 258,000 | |||||||||||||||
Acquisition price | $ 162,785 | |||||||||||||||
Merrifield Town Center | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 84,900 | |||||||||||||||
Acquisition price | $ 56,500 | |||||||||||||||
Fort Evans Plaza II | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 228,900 | |||||||||||||||
Acquisition price | $ 65,000 | |||||||||||||||
Cedar Park Town Center | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 179,300 | |||||||||||||||
Acquisition price | $ 39,057 | |||||||||||||||
Parcel at Lake Worth Towne Crossing | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 0 | |||||||||||||||
Acquisition price | $ 400 | |||||||||||||||
Tysons Corner | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 37,700 | |||||||||||||||
Acquisition price | $ 31,556 | |||||||||||||||
Woodinville Plaza | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 170,800 | |||||||||||||||
Acquisition price | $ 35,250 | |||||||||||||||
2015 Acquisitions | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 959,600 | 959,600 | ||||||||||||||
Acquisition price | $ 390,548 | |||||||||||||||
In-place mortgage financing assumed | $ 0 | 0 | ||||||||||||||
Acquisition date fair values: | ||||||||||||||||
Land | 141,085 | 141,085 | ||||||||||||||
Building and other improvements | 234,358 | 234,358 | ||||||||||||||
Acquired lease intangible assets | [1] | 38,121 | 38,121 | |||||||||||||
Acquired lease intangible liabilities | [2] | (23,016) | (23,016) | |||||||||||||
Mortgages payable | 0 | 0 | ||||||||||||||
Net assets acquired | 390,548 | $ 390,548 | ||||||||||||||
Weighted average amortization period, acquired lease intangible assets | 16 years | |||||||||||||||
Weighted average amortization period, acquired lease intangible liabilities | 21 years | |||||||||||||||
Transaction costs | $ 1,198 | $ 1,198 | ||||||||||||||
Heritage Square | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 53,100 | |||||||||||||||
Acquisition price | $ 18,022 | |||||||||||||||
Heritage Square | Ownership percentage - pro rata | ||||||||||||||||
Acquisitions | ||||||||||||||||
Acquisition price | $ 18,022 | |||||||||||||||
Bed Bath & Beyond Plaza | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 0 | |||||||||||||||
Acquisition price | [3] | $ 10,350 | ||||||||||||||
Gain on extinguishment of other liabilities | 4,258 | |||||||||||||||
Bed Bath & Beyond Plaza | Ownership percentage - pro rata | ||||||||||||||||
Acquisitions | ||||||||||||||||
Acquisition price | $ 10,350 | |||||||||||||||
MS Inland Acquisitions | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 1,194,800 | |||||||||||||||
Acquisition price | [4] | $ 292,500 | ||||||||||||||
Acquisition date fair values: | ||||||||||||||||
Percentage of net assets | 100.00% | |||||||||||||||
MS Inland Acquisitions | MS Inland joint venture partner | ||||||||||||||||
Acquisitions | ||||||||||||||||
Ownership interest in joint venture acquired by the Company | 80.00% | |||||||||||||||
MS Inland Acquisitions | MS Inland | ||||||||||||||||
Acquisitions | ||||||||||||||||
Number of real estate properties acquired | property | 6 | |||||||||||||||
Cash consideration | $ 120,600 | |||||||||||||||
Gain on change in control of investment properties | $ 24,158 | |||||||||||||||
Equity interest before acquisition (as a percent) | 20.00% | |||||||||||||||
Carrying value of investment in acquired properties | $ (6,002) | |||||||||||||||
MS Inland Acquisitions | Ownership percentage - pro rata | ||||||||||||||||
Acquisitions | ||||||||||||||||
Acquisition price | 234,000 | |||||||||||||||
MS Inland Acquisitions | Ownership percentage - pro rata | MS Inland | ||||||||||||||||
Acquisitions | ||||||||||||||||
Fair value of net assets acquired | 30,160 | |||||||||||||||
MS Inland Acquisitions | Ownership percentage - 100% | MS Inland | ||||||||||||||||
Acquisitions | ||||||||||||||||
In-place mortgage financing assumed | $ 141,698 | |||||||||||||||
Weighted average interest rate (as a percent) | 4.79% | |||||||||||||||
Fair value of net assets acquired | $ 150,802 | |||||||||||||||
Acquisition date fair values: | ||||||||||||||||
Mortgages payable | $ (141,698) | |||||||||||||||
Outparcel at Southlake Town Square | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 8,500 | |||||||||||||||
Acquisition price | $ 6,369 | |||||||||||||||
Outparcel at Southlake Town Square | Subsequent events | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 13,800 | 13,800 | ||||||||||||||
Acquisition price | $ 8,440 | $ 8,440 | ||||||||||||||
Outparcel at Southlake Town Square | Ownership percentage - pro rata | ||||||||||||||||
Acquisitions | ||||||||||||||||
Acquisition price | $ 6,369 | |||||||||||||||
2014 Acquisitions | ||||||||||||||||
Acquisitions | ||||||||||||||||
Square footage | ft² | 1,256,400 | 1,256,400 | ||||||||||||||
Acquisition price | $ 327,241 | |||||||||||||||
In-place mortgage financing assumed | [5] | $ 146,485 | 146,485 | |||||||||||||
Acquisition date fair values: | ||||||||||||||||
Land | 112,804 | 112,804 | ||||||||||||||
Building and other improvements | 205,862 | 205,862 | ||||||||||||||
Acquired lease intangible assets | [1] | 33,568 | 33,568 | |||||||||||||
Acquired lease intangible liabilities | [2] | (20,206) | (20,206) | |||||||||||||
Mortgages payable | [5] | (146,485) | (146,485) | |||||||||||||
Net assets acquired | [6] | 185,543 | $ 185,543 | |||||||||||||
Weighted average amortization period, acquired lease intangible assets | 8 years | |||||||||||||||
Weighted average amortization period, acquired lease intangible liabilities | 18 years | |||||||||||||||
Mortgage premium | 4,787 | $ 4,787 | ||||||||||||||
Transaction costs | $ 336 | 336 | ||||||||||||||
Total revenues | 2,704 | |||||||||||||||
Net income attributable to common shareholders | 190 | |||||||||||||||
2014 Acquisitions | Ownership percentage - pro rata | ||||||||||||||||
Acquisitions | ||||||||||||||||
Acquisition price | $ 268,741 | |||||||||||||||
2014 and 2015 Acquisitions | ||||||||||||||||
Acquisition date fair values: | ||||||||||||||||
Total revenues | 26,185 | |||||||||||||||
Net income attributable to common shareholders | $ 4,331 | |||||||||||||||
[1] | The weighted average amortization period for acquired lease intangible assets is 16 years and eight years for acquisitions completed during the six months ended June 30, 2015 and 2014, respectively. | |||||||||||||||
[2] | The weighted average amortization period for acquired lease intangible liabilities is 21 years and 18 years for acquisitions completed during the six months ended June 30, 2015 and 2014, respectively. | |||||||||||||||
[3] | The Company acquired the fee interest in an existing wholly-owned multi-tenant retail operating property located in Miami, Florida, which was previously subject to a ground lease with a third party. In conjunction with this 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 income. | |||||||||||||||
[4] | 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 (collectively, the MS Inland acquisitions). 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 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 income. The following table summarizes the calculation of the gain on change in control of investment properties recognized in conjunction with this transaction:Fair value of the net assets acquired at 100% $150,802 Fair value of the net assets acquired at 20% 30,160Carrying value of the Company’s previous investment in the six propertiesacquired on June 5, 2014 (6,002)Gain on change in control of investment properties $24,158 | |||||||||||||||
[5] | 2014 amount includes mortgage premium of $4,787. | |||||||||||||||
[6] | Net assets attributable to the MS Inland acquisitions are presented at 100%. |
Acquisitions - Condensed Pro Fo
Acquisitions - Condensed Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Unaudited Condensed Pro Forma Financial Information | ||||
Total revenues | $ 151,432 | $ 155,863 | $ 306,618 | $ 317,086 |
Net income | 30,608 | 6,186 | 43,906 | 42,893 |
Net income attributable to common shareholders | $ 28,245 | $ 3,823 | $ 39,181 | $ 38,168 |
Earnings per common share — basic and diluted | ||||
Net income per common share attributable to common shareholders | $ 0.12 | $ 0.02 | $ 0.16 | $ 0.16 |
Weighted average number of common shares outstanding — basic | 236,354 | 236,176 | 236,302 | 236,164 |
Dispositions - Summary of Dispo
Dispositions - Summary of Dispositions (Details) $ in Thousands | Jun. 17, 2015USD ($)ft² | Jun. 05, 2015USD ($)ft² | Jun. 04, 2015USD ($)ft² | May. 15, 2015USD ($)ft² | Apr. 30, 2015USD ($)ft² | Apr. 07, 2015USD ($)ft² | Feb. 27, 2015USD ($)ft² | Jan. 20, 2015USD ($)ft² | May. 16, 2014USD ($)ft² | Apr. 01, 2014USD ($)ft² | Mar. 11, 2014USD ($)ft² | Dec. 31, 2014USD ($) | Jun. 30, 2015USD ($)ft² | Jun. 30, 2014USD ($)ft² | |
Dispositions | |||||||||||||||
Aggregate proceeds, net | $ 150,699 | $ 78,550 | |||||||||||||
Gain | $ 38,213 | 1,182 | |||||||||||||
Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Condemnation proceeds | $ 11 | ||||||||||||||
Aon Hewitt East Campus | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 343,000 | ||||||||||||||
Consideration | $ 17,233 | ||||||||||||||
Aggregate proceeds, net | 16,495 | ||||||||||||||
Gain | $ 0 | ||||||||||||||
Promenade at Red Cliff | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 94,500 | ||||||||||||||
Consideration | $ 19,050 | ||||||||||||||
Aggregate proceeds, net | 18,848 | ||||||||||||||
Gain | $ 4,572 | ||||||||||||||
Hartford Insurance Building | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 97,400 | ||||||||||||||
Consideration | $ 6,015 | ||||||||||||||
Aggregate proceeds, net | 5,663 | ||||||||||||||
Gain | $ 860 | ||||||||||||||
Rasmussen College | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 26,700 | ||||||||||||||
Consideration | $ 4,800 | ||||||||||||||
Aggregate proceeds, net | 4,449 | ||||||||||||||
Gain | $ 1,334 | ||||||||||||||
Mountain View Plaza | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 162,000 | ||||||||||||||
Consideration | $ 28,500 | ||||||||||||||
Aggregate proceeds, net | 27,949 | ||||||||||||||
Gain | $ 10,184 | ||||||||||||||
Massillon Commons | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 245,900 | ||||||||||||||
Consideration | $ 12,520 | ||||||||||||||
Aggregate proceeds, net | 12,145 | ||||||||||||||
Gain | $ 0 | ||||||||||||||
Citizen's Property Insurance Building | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 59,800 | ||||||||||||||
Consideration | $ 3,650 | ||||||||||||||
Aggregate proceeds, net | 3,368 | ||||||||||||||
Gain | $ 440 | ||||||||||||||
Pine Ridge Plaza | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 236,500 | ||||||||||||||
Consideration | $ 33,200 | ||||||||||||||
Aggregate proceeds, net | 31,858 | ||||||||||||||
Gain | $ 12,938 | ||||||||||||||
Bison Hollow | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 134,800 | ||||||||||||||
Consideration | $ 18,800 | ||||||||||||||
Aggregate proceeds, net | 18,657 | ||||||||||||||
Gain | $ 4,061 | ||||||||||||||
The Village at Quail Springs | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 100,400 | ||||||||||||||
Consideration | $ 11,350 | ||||||||||||||
Aggregate proceeds, net | 11,267 | ||||||||||||||
Gain | $ 3,824 | ||||||||||||||
2015 Dispositions | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 1,501,000 | ||||||||||||||
Consideration | $ 155,118 | ||||||||||||||
Aggregate proceeds, net | 150,699 | ||||||||||||||
Gain | $ 38,213 | ||||||||||||||
Riverpark Phase IIA | Discontinued Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 64,300 | ||||||||||||||
Consideration | $ 9,269 | ||||||||||||||
Aggregate proceeds, net | 9,204 | ||||||||||||||
Gain | $ 655 | ||||||||||||||
Midtown Center | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 408,500 | ||||||||||||||
Consideration | $ 47,150 | ||||||||||||||
Aggregate proceeds, net | 46,043 | ||||||||||||||
Gain | $ 0 | ||||||||||||||
Beachway Plaza and Cornerstone Plaza | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 189,600 | ||||||||||||||
Consideration | $ 24,450 | ||||||||||||||
Aggregate proceeds, net | 23,292 | ||||||||||||||
Gain | [1] | $ 527 | $ 292 | ||||||||||||
2014 Dispositions | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 662,400 | ||||||||||||||
Consideration | $ 80,869 | ||||||||||||||
Aggregate proceeds, net | [2] | 78,539 | |||||||||||||
Gain | $ 1,182 | ||||||||||||||
2014 Dispositions | Continuing Operations | |||||||||||||||
Dispositions | |||||||||||||||
Square footage | ft² | 598,100 | ||||||||||||||
Consideration | $ 71,600 | ||||||||||||||
Aggregate proceeds, net | 69,335 | ||||||||||||||
Gain | $ 527 | ||||||||||||||
[1] | The terms of the disposition of Beachway Plaza and Cornerstone Plaza were negotiated as a single transaction. The Company recognized an additional gain on sale of $292 during the fourth quarter of 2014 that was deferred at disposition. | ||||||||||||||
[2] | Aggregate proceeds are net of transaction costs and exclude $11 of condemnation proceeds, which did not result in any additional gain recognition. |
Dispositions - Assets and Liabi
Dispositions - Assets and Liabilities of Properties Classified as Held for Sale (Details) $ in Thousands | Jun. 30, 2015USD ($)ft² | Dec. 31, 2014USD ($) |
Assets | ||
Assets associated with investment properties held for sale | $ 20,262 | $ 33,640 |
Liabilities | ||
Liabilities associated with investment properties held for sale | 409 | 8,203 |
Investment properties held for sale | ||
Assets | ||
Land, building and other improvements | 26,754 | 36,020 |
Accumulated depreciation | (7,178) | (5,358) |
Net investment properties | 19,576 | 30,662 |
Other assets | 686 | 2,978 |
Assets associated with investment properties held for sale | 20,262 | 33,640 |
Liabilities | ||
Mortgage payable | 0 | 8,075 |
Other liabilities | 409 | 128 |
Liabilities associated with investment properties held for sale | $ 409 | $ 8,203 |
Greensburg Commons | Investment properties held for sale | ||
Investment Properties Held for Sale | ||
Square footage | ft² | 272,500 | |
Traveler's Office Building | Investment properties held for sale | ||
Investment Properties Held for Sale | ||
Square footage | ft² | 50,800 |
Compensation Plans - Unvested R
Compensation Plans - Unvested Restricted Shares (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Unvested Restricted Shares/RSUs | |||||
Balance at the end of the period (in shares) | 788 | 397 | 788 | 397 | |
Restricted shares | |||||
Compensation Plans | |||||
Compensation expense | $ 981 | $ 1,568 | |||
Compensation expense related to accelerated vesting | $ 1,680 | $ 1,680 | |||
Number of restricted shares in which vesting was accelerated | 134 | ||||
Fair value of restricted shares vested | $ 5,334 | ||||
Unvested Restricted Shares/RSUs | |||||
Balance at the beginning of the period (in shares) | 396 | ||||
Shares/RSUs granted (in shares) | [1] | 737 | |||
Shares vested (in shares) | (345) | ||||
Balance at the end of the period (in shares) | 788 | 788 | |||
Weighted Average Grant Date Fair Value per Restricted Share/RSU | |||||
Balance at the beginning of the period (in dollars per share) | $ 14.26 | ||||
Shares/RSUs granted (in dollars per share) | 15.88 | ||||
Shares vested (in dollars per share) | 14.78 | ||||
Balance at the end of the period (in dollars per share) | $ 15.55 | $ 15.55 | |||
Restricted shares | Minimum | |||||
Compensation Plans | |||||
Vesting period for shares granted | 7 months | ||||
Restricted shares | Maximum | |||||
Compensation Plans | |||||
Vesting period for shares granted | 3 years | ||||
RSUs | |||||
Compensation Plans | |||||
Vesting period for shares granted | 1 year | ||||
Risk-free interest rate (as a percent) | 0.79% | ||||
Common stock dividend yield (as a percent) | 4.24% | ||||
Unvested Restricted Shares/RSUs | |||||
Balance at the beginning of the period (in shares) | 0 | ||||
Shares/RSUs granted (in shares) | [2] | 157 | |||
Balance at the end of the period (in shares) | 157 | 157 | |||
Weighted Average Grant Date Fair Value per Restricted Share/RSU | |||||
Balance at the beginning of the period (in dollars per share) | $ 0 | ||||
Shares/RSUs granted (in dollars per share) | 14.10 | ||||
Balance at the end of the period (in dollars per share) | $ 14.10 | $ 14.10 | |||
RSUs | Minimum | |||||
Compensation Plans | |||||
Conversion rate of RSUs if threshold met (as a percent) | 50.00% | ||||
RSUs | Maximum | |||||
Compensation Plans | |||||
Conversion rate of RSUs if threshold met (as a percent) | 200.00% | ||||
Restricted shares and RSUs | |||||
Compensation Plans | |||||
Compensation expense | $ 4,757 | $ 6,126 | |||
Compensation Cost Not Yet Recognized | |||||
Total unrecognized compensation expense | $ 9,889 | $ 9,889 | |||
Unrecognized compensation expense, period for recognition (in years) | 1 year 10 months | ||||
[1] | Shares granted vest ratably over periods ranging from seven months to three years in accordance with the terms of applicable award documents. | ||||
[2] | In 2018, following the performance period which concludes on December 31, 2017, one-third of the RSUs will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term. As long as the minimum hurdle is achieved, the RSUs will convert into shares of common stock and restricted shares at a conversion rate of between 50% and 200% based upon the Company’s Total Shareholder Return as compared to that of the other companies within the NAREIT Shopping Center Index for 2015 through 2017. In 2018, additional shares of common stock will also be issued in an amount equal to the accumulated value of the dividends that would have been paid during the performance period on the shares of common stock and restricted shares issued at the end of the performance period divided by the then-current market price of the Company’s common stock. The Company calculated the grant date fair value per unit using a Monte Carlo simulation based on the probability of satisfying the market performance hurdles over the remainder of the performance period. Assumptions include a risk-free interest rate of 0.79%, the Company’s historical common stock performance relative to the other companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of 4.24%. |
Compensation Plans - Stock Opti
Compensation Plans - Stock Options (Details) - Stock options - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2014 |
Independent Director Stock Option and Incentive Plan | |||
Compensation expense | $ 1 | $ 3 | |
Stock Options | |||
Options granted (in shares) | 84 | ||
Options exercised (in shares) | 3 | ||
Options expired (in shares) | 6 | ||
Options forfeited (in shares) | 11 |
Mortgages Payable - Summary (De
Mortgages Payable - Summary (Details) $ in Thousands | Jun. 30, 2015USD ($)property | Dec. 31, 2014USD ($)property | Jun. 30, 2015USD ($)property | |||
Mortgages Payable | ||||||
Total debt | [1] | $ 2,496,697 | $ 2,496,697 | |||
Weighted average interest rate (as a percent) | 4.67% | 4.67% | ||||
Number of investment properties classified as held for sale | property | 1 | |||||
Weighted average | Debt repaid | ||||||
Mortgages Payable | ||||||
Fixed interest rate (as a percent) | 6.47% | 6.47% | ||||
Fixed rate debt | ||||||
Mortgages Payable | ||||||
Total debt | $ 2,221,040 | $ 2,221,040 | ||||
Weighted average interest rate (as a percent) | 5.04% | 5.04% | ||||
Variable rate debt | ||||||
Mortgages Payable | ||||||
Total debt | $ 275,657 | $ 275,657 | ||||
Weighted average interest rate (as a percent) | 1.71% | 1.71% | ||||
Mortgages payable | ||||||
Mortgages Payable | ||||||
Variable rate debt swapped to fixed rate debt | $ 8,017 | $ 8,124 | $ 8,017 | |||
Mortgages payable repaid or defeased | 194,709 | |||||
Scheduled principal payments related to amortizing loans | 8,389 | 8,389 | ||||
Mortgages payable | Fixed rate debt | ||||||
Mortgages Payable | ||||||
Total debt | [2] | $ 1,421,040 | [3] | $ 1,616,063 | $ 1,421,040 | [3] |
Weighted average interest rate (as a percent) | 5.97% | 6.03% | 5.97% | |||
Weighted average years to maturity | 3 years 10 months | 4 years | ||||
Mortgages payable associated with investment properties held for sale | $ 8,075 | |||||
Mortgages payable | Fixed rate debt | Minimum | ||||||
Mortgages Payable | ||||||
Fixed interest rate (as a percent) | 3.35% | 3.35% | 3.35% | |||
Mortgages payable | Fixed rate debt | Maximum | ||||||
Mortgages Payable | ||||||
Fixed interest rate (as a percent) | 8.00% | 8.00% | 8.00% | |||
Construction loan | Variable rate debt | ||||||
Mortgages Payable | ||||||
Total debt | [4] | $ 15,657 | $ 14,900 | $ 15,657 | ||
Variable interest rate (as a percent) | 2.44% | 2.44% | 2.44% | |||
Weighted average years to maturity | 3 months | 10 months | ||||
Variable interest rate spread (as a percent) | 2.25% | |||||
Secured debt | ||||||
Mortgages Payable | ||||||
Total debt | $ 1,436,697 | $ 1,630,963 | $ 1,436,697 | |||
Premium, net of accumulated amortization | 2,324 | 3,972 | 2,324 | |||
Discount, net of accumulated amortization | (215) | (470) | (215) | |||
Mortgages payable, net | $ 1,438,806 | $ 1,634,465 | $ 1,438,806 | |||
Weighted average interest rate (as a percent) | 5.94% | 5.99% | 5.94% | |||
Weighted average years to maturity | 3 years 10 months | 3 years 11 months | ||||
Amount of mortgage and construction loans guaranteed | $ 8,267 | $ 8,267 | ||||
IW JV 2009 LLC | ||||||
Mortgages Payable | ||||||
Cross-collateralized mortgage loan balance | $ 443,946 | $ 443,946 | ||||
Number of properties in cross-collateralized mortgage | property | 51 | 51 | ||||
[1] | As of June 30, 2015, the weighted average years to maturity of consolidated indebtedness was 4.5 years. | |||||
[2] | Includes $8,017 and $8,124 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015 and December 31, 2014, respectively, and excludes mortgages payable of $8,075 associated with one investment property classified as held for sale as of December 31, 2014. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% as of June 30, 2015 and December 31, 2014, respectively. | |||||
[3] | Includes $8,017 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015. Excludes mortgage premium of $2,324 and discount of $(215), net of accumulated amortization, which was outstanding as of June 30, 2015. | |||||
[4] | The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25%. |
Mortgages Payable - Scheduled D
Mortgages Payable - Scheduled Debt Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | ||
Debt Maturities | ||||
2,015 | $ 245,324 | |||
2,016 | 67,014 | |||
2,017 | 430,341 | |||
2,018 | 461,565 | |||
2,019 | 486,705 | |||
Thereafter | 805,748 | |||
Total | [1] | $ 2,496,697 | ||
Weighted average interest rate on debt (as a percent) | ||||
2,015 | 5.03% | |||
2,016 | 5.03% | |||
2,017 | 4.54% | |||
2,018 | 2.00% | |||
2,019 | 7.50% | |||
Thereafter | 4.42% | |||
Total | 4.67% | |||
Fixed rate debt | ||||
Debt Maturities | ||||
2,015 | $ 229,667 | |||
2,016 | 67,014 | |||
2,017 | 320,341 | |||
2,018 | 311,565 | |||
2,019 | 486,705 | |||
Thereafter | 805,748 | |||
Total | $ 2,221,040 | |||
Weighted average interest rate on debt (as a percent) | ||||
2,015 | 5.21% | |||
2,016 | 5.03% | |||
2,017 | 5.52% | |||
2,018 | 2.17% | |||
2,019 | 7.50% | |||
Thereafter | 4.42% | |||
Total | 5.04% | |||
Variable rate debt | ||||
Debt Maturities | ||||
2,015 | $ 15,657 | |||
2,016 | 0 | |||
2,017 | 110,000 | |||
2,018 | 150,000 | |||
2,019 | 0 | |||
Thereafter | 0 | |||
Total | $ 275,657 | |||
Weighted average interest rate on debt (as a percent) | ||||
2,015 | 2.44% | |||
2,016 | 0.00% | |||
2,017 | 1.69% | |||
2,018 | 1.64% | |||
2,019 | 0.00% | |||
Thereafter | 0.00% | |||
Total | 1.71% | |||
Mortgages payable | ||||
Mortgages Payable | ||||
Variable rate debt swapped to fixed rate debt | $ 8,017 | $ 8,124 | ||
Mortgages payable | Fixed rate debt | ||||
Mortgages Payable | ||||
Weighted average years to maturity | 3 years 10 months | 4 years | ||
Debt Maturities | ||||
2,015 | $ 229,667 | |||
2,016 | 67,014 | |||
2,017 | 320,341 | |||
2,018 | 11,565 | |||
2,019 | 486,705 | |||
Thereafter | 305,748 | |||
Total | [2] | $ 1,421,040 | [3] | $ 1,616,063 |
Weighted average interest rate on debt (as a percent) | ||||
Total | 5.97% | 6.03% | ||
Unsecured credit facility | ||||
Mortgages Payable | ||||
Variable rate debt swapped to fixed rate debt | $ 300,000 | |||
Fixed interest rate (as a percent) | 0.53875% | |||
Unsecured credit facility | LIBOR | ||||
Mortgages Payable | ||||
Reference rate for variable interest rate | one-month floating rate LIBOR | |||
Unsecured credit facility | Fixed rate debt | ||||
Debt Maturities | ||||
2,015 | $ 0 | |||
2,016 | 0 | |||
2,017 | 0 | |||
2,018 | 300,000 | |||
2,019 | 0 | |||
Thereafter | 0 | |||
Total | [4] | 300,000 | ||
Unsecured credit facility | Variable rate debt | ||||
Debt Maturities | ||||
2,015 | 0 | |||
2,016 | 0 | |||
2,017 | 110,000 | |||
2,018 | 150,000 | |||
2,019 | 0 | |||
Thereafter | 0 | |||
Total | 260,000 | |||
Unsecured notes payable | ||||
Mortgages Payable | ||||
Discount, net of accumulated amortization | (1,149) | |||
Unsecured notes payable | Fixed rate debt | ||||
Debt Maturities | ||||
2,015 | 0 | |||
2,016 | 0 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
Thereafter | 500,000 | |||
Total | [5] | $ 500,000 | ||
Construction loan | Variable rate debt | ||||
Mortgages Payable | ||||
Weighted average years to maturity | 3 months | 10 months | ||
Debt Maturities | ||||
2,015 | $ 15,657 | |||
2,016 | 0 | |||
2,017 | 0 | |||
2,018 | 0 | |||
2,019 | 0 | |||
Thereafter | 0 | |||
Total | [6] | 15,657 | $ 14,900 | |
Secured debt | ||||
Mortgages Payable | ||||
Premium, net of accumulated amortization | 2,324 | 3,972 | ||
Discount, net of accumulated amortization | $ (215) | $ (470) | ||
Weighted average years to maturity | 3 years 10 months | 3 years 11 months | ||
Debt Maturities | ||||
Total | $ 1,436,697 | $ 1,630,963 | ||
Weighted average interest rate on debt (as a percent) | ||||
Total | 5.94% | 5.99% | ||
Consolidated indebtedness | ||||
Mortgages Payable | ||||
Weighted average years to maturity | 4 years 6 months | |||
[1] | As of June 30, 2015, the weighted average years to maturity of consolidated indebtedness was 4.5 years. | |||
[2] | Includes $8,017 and $8,124 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015 and December 31, 2014, respectively, and excludes mortgages payable of $8,075 associated with one investment property classified as held for sale as of December 31, 2014. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% as of June 30, 2015 and December 31, 2014, respectively. | |||
[3] | Includes $8,017 of variable rate mortgage debt that was swapped to a fixed rate as of June 30, 2015. Excludes mortgage premium of $2,324 and discount of $(215), net of accumulated amortization, which was outstanding as of June 30, 2015. | |||
[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] | Excludes discount of $(1,149), net of accumulated amortization, which was outstanding as of June 30, 2015. | |||
[6] | The variable rate construction loan bears interest at a floating rate of London Interbank Offered Rate (LIBOR) plus 2.25%. |
Unsecured Notes Payable (Detail
Unsecured Notes Payable (Details) - USD ($) $ in Thousands | Mar. 12, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 |
Unsecured Notes Payable | ||||
Principal balance | $ 498,851 | $ 250,000 | ||
Senior Notes | ||||
Unsecured Notes Payable | ||||
Principal balance | $ 500,000 | |||
Weighted average interest rate (as a percent) | 4.20% | |||
Discount, net of accumulated amortization | $ (1,149) | |||
4.00% Senior Notes Due 2025 | Senior Notes | ||||
Unsecured Notes Payable | ||||
Principal amount | $ 250,000 | |||
Stated interest rate (as a percent) | 4.00% | 4.00% | ||
Percentage of principal amount (as a percent) | 99.526% | |||
Effective interest rate (as a percent) | 4.058% | |||
Principal balance | $ 250,000 | |||
Series A and B Senior Notes | Senior Notes | ||||
Unsecured Notes Payable | ||||
Principal amount | $ 250,000 | |||
4.12% Series A Senior Notes Due 2021 | Senior Notes | ||||
Unsecured Notes Payable | ||||
Principal amount | $ 100,000 | |||
Stated interest rate (as a percent) | 4.12% | 4.12% | ||
Principal balance | $ 100,000 | |||
4.58% Series B Senior Notes Due 2024 | Senior Notes | ||||
Unsecured Notes Payable | ||||
Principal amount | $ 150,000 | |||
Stated interest rate (as a percent) | 4.58% | 4.58% | ||
Principal balance | $ 150,000 |
Unsecured Credit Facility (Deta
Unsecured Credit Facility (Details) $ in Thousands | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | May. 13, 2013USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($)rating_agency | ||
Unsecured Credit Facility | |||||||
Number of rating agencies | rating_agency | 2 | ||||||
Balance | $ 110,000 | $ 0 | $ 110,000 | $ 0 | |||
Unsecured credit facility | |||||||
Unsecured Credit Facility | |||||||
Balance | $ 560,000 | $ 450,000 | $ 560,000 | $ 450,000 | |||
Unsecured credit facility | Weighted average | |||||||
Unsecured Credit Facility | |||||||
Interest rate (as percent) | 1.84% | 1.87% | 1.84% | 1.87% | |||
Unsecured revolving line of credit | Variable rate debt | |||||||
Unsecured Credit Facility | |||||||
Balance | $ 110,000 | [1] | $ 0 | $ 110,000 | [1] | $ 0 | |
Interest rate (as percent) | 1.69% | 1.67% | 1.69% | 1.67% | |||
Unsecured revolving line of credit | Minimum | |||||||
Unsecured Credit Facility | |||||||
Quarterly unused fees (as a percent) | 0.25% | ||||||
Unsecured revolving line of credit | Maximum | |||||||
Unsecured Credit Facility | |||||||
Quarterly unused fees (as a percent) | 0.30% | ||||||
Unsecured revolving line of credit | LIBOR | |||||||
Unsecured Credit Facility | |||||||
Reference rate for variable interest rate | LIBOR | ||||||
Unsecured revolving line of credit | LIBOR | Minimum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 1.50% | ||||||
Unsecured revolving line of credit | LIBOR | Maximum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 2.05% | ||||||
Unsecured revolving line of credit | Investment grade rated | Minimum | |||||||
Unsecured Credit Facility | |||||||
Facility fee (as a percent) | 0.15% | ||||||
Unsecured revolving line of credit | Investment grade rated | Maximum | |||||||
Unsecured Credit Facility | |||||||
Facility fee (as a percent) | 0.35% | ||||||
Unsecured revolving line of credit | Investment grade rated | LIBOR | |||||||
Unsecured Credit Facility | |||||||
Reference rate for variable interest rate | LIBOR | ||||||
Unsecured revolving line of credit | Investment grade rated | LIBOR | Minimum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 0.90% | ||||||
Unsecured revolving line of credit | Investment grade rated | LIBOR | Maximum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 1.70% | ||||||
Unsecured term loan | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 1.45% | 1.45% | |||||
Variable rate debt swapped to fixed rate debt | $ 300,000 | $ 300,000 | |||||
Fixed interest rate (as a percent) | 0.53875% | 0.53875% | |||||
Unsecured term loan | Fixed rate debt | |||||||
Unsecured Credit Facility | |||||||
Balance | $ 300,000 | [2] | $ 300,000 | $ 300,000 | [2] | $ 300,000 | |
Interest rate (as percent) | 1.99% | 1.99% | 1.99% | 1.99% | |||
Unsecured term loan | Variable rate debt | |||||||
Unsecured Credit Facility | |||||||
Balance | $ 150,000 | $ 150,000 | $ 150,000 | $ 150,000 | |||
Interest rate (as percent) | 1.64% | 1.62% | 1.64% | 1.62% | |||
Unsecured term loan | Minimum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 1.45% | ||||||
Unsecured term loan | Maximum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 2.00% | ||||||
Unsecured term loan | LIBOR | |||||||
Unsecured Credit Facility | |||||||
Reference rate for variable interest rate | LIBOR | ||||||
Unsecured term loan | LIBOR | Minimum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 1.45% | ||||||
Unsecured term loan | LIBOR | Maximum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 2.00% | ||||||
Unsecured term loan | Investment grade rated | LIBOR | |||||||
Unsecured Credit Facility | |||||||
Reference rate for variable interest rate | LIBOR | ||||||
Unsecured term loan | Investment grade rated | LIBOR | Minimum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 1.05% | ||||||
Unsecured term loan | Investment grade rated | LIBOR | Maximum | |||||||
Unsecured Credit Facility | |||||||
Variable interest rate spread (as a percent) | 2.05% | ||||||
KeyBank and Wells Fargo Syndicate | Unsecured credit facility | |||||||
Unsecured Credit Facility | |||||||
Aggregate borrowing capacity | $ 1,000,000 | ||||||
Maximum borrowing capacity | 1,450,000 | ||||||
KeyBank and Wells Fargo Syndicate | Unsecured revolving line of credit | |||||||
Unsecured Credit Facility | |||||||
Aggregate borrowing capacity | $ 550,000 | ||||||
Period of extension of maturity (in years) | 1 year | ||||||
Extension fee as a percentage of commitment amount | 0.15% | ||||||
KeyBank and Wells Fargo Syndicate | Unsecured term loan | |||||||
Unsecured Credit Facility | |||||||
Principal amount | $ 450,000 | ||||||
[1] | 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. | ||||||
[2] | $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 June 30, 2015 and December 31, 2014. |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Cash Flow Hedges (Details) - Interest rate swaps - Cash flow hedges $ in Thousands | Jun. 30, 2015USD ($)instrument | Dec. 31, 2014USD ($)instrument |
Derivatives | ||
Number of interest rate swaps utilized to hedge variable cash flows | instrument | 2 | 2 |
Amount of gain (loss) on cash flow hedges expected to be reclassified to interest expense over the next 12 months | $ 523 | |
Interest Rate Derivatives | ||
Number of instruments | instrument | 2 | 2 |
Notional | $ 308,017 | $ 308,124 |
Derivatives - Estimated Fair Va
Derivatives - Estimated Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Interest rate swaps | Cash flow hedges | ||
Fair Value of Derivative Financial Instruments | ||
Fair value of derivatives | $ 539 | $ 562 |
Derivatives - Effect on Stateme
Derivatives - Effect on Statements of Operations (Details) - Interest rate swaps - Cash flow hedges - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
(Gain) Loss on Derivative Instruments | ||||
Amount of loss recognized in other comprehensive income on derivative (effective portion) | $ 196 | $ 432 | $ 582 | $ 741 |
Amount of loss reclassified from AOCI into income (effective portion) | 293 | 295 | 584 | 586 |
Amount of loss (gain) recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) | $ 4 | $ 0 | $ (21) | $ (13) |
Equity (Details)
Equity (Details) - 2013 ATM Equity Program - USD ($) $ in Thousands | 1 Months Ended | |
Mar. 31, 2013 | Jun. 30, 2015 | |
Equity | ||
Maximum aggregate offering price | $ 200,000 | |
Aggregate offering price of remaining common shares available for sale | $ 115,165 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |||||
Numerator: | |||||||||||
(Loss) income from continuing operations | $ (2,957) | $ 29,516 | $ 5,547 | $ 43,137 | |||||||
Gain on sales of investment properties | 33,641 | 527 | 38,213 | 527 | |||||||
Preferred stock dividends | (2,363) | (2,363) | (4,725) | (4,725) | |||||||
Income from continuing operations attributable to common shareholders | 28,321 | 27,680 | 39,035 | 38,939 | |||||||
Income from discontinued operations | 0 | 0 | 0 | 507 | |||||||
Net income attributable to common shareholders | 28,321 | 27,680 | 39,035 | 39,446 | |||||||
Distributions paid on unvested restricted shares | (144) | (69) | (210) | (94) | |||||||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 28,177 | $ 27,611 | $ 38,825 | $ 39,352 | |||||||
Denominator for earnings per common share — basic: | |||||||||||
Weighted average number of common shares outstanding | 236,354 | [1] | 236,176 | [2] | 236,302 | [1] | 236,164 | [2] | |||
Effect of dilutive securities: | |||||||||||
Stock options | [3] | 2 | 3 | 3 | 2 | ||||||
RSUs | 0 | [4] | 0 | 0 | [4] | 0 | |||||
Denominator for earnings per common share — diluted: | |||||||||||
Weighted average number of common and common equivalent shares outstanding | 236,356 | 236,179 | 236,305 | 236,166 | |||||||
Earnings per Share | |||||||||||
Unvested restricted common stock | 788 | 397 | 788 | 397 | 788 | 397 | |||||
Weighted average number of shares of restricted common stock | 851 | 399 | 731 | 331 | |||||||
Stock options | |||||||||||
Anti-dilutive Securities Excluded from Computation of Earnings per Share | |||||||||||
Number of outstanding options to purchase shares of common stock | 64 | 77 | 64 | 77 | 64 | 77 | |||||
Weighted average exercise price of outstanding options (in dollars per share) | $ 19.28 | $ 19.05 | $ 19.28 | $ 19.05 | $ 19.28 | $ 19.05 | |||||
Number of outstanding options to purchase shares of common stock that would be anti-dilutive | 54 | 63 | |||||||||
Weighted average exercise price of outstanding options excluded from diluted EPS calculation (in dollars per share) | $ 20.69 | $ 20.68 | |||||||||
RSUs | |||||||||||
Anti-dilutive Securities Excluded from Computation of Earnings per Share | |||||||||||
Number of RSUs outstanding | 157 | 157 | 157 | ||||||||
[1] | Excludes 788 shares of unvested restricted common stock, which equate to 851 and 731 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2015. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. | ||||||||||
[2] | Excludes 397 shares of unvested restricted common stock, which equate to 399 and 331 shares, respectively, on a weighted average basis for the three and six months ended June 30, 2014. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period. | ||||||||||
[3] | There were outstanding options to purchase 64 and 77 shares of common stock as of June 30, 2015 and 2014, respectively, at a weighted average exercise price of $19.28 and $19.05, respectively. Of these totals, outstanding options to purchase 54 and 63 shares of common stock as of June 30, 2015 and 2014, respectively, at a weighted average exercise price of $20.69 and $20.68, respectively, have been excluded from the common shares used in calculating diluted earnings per share as including them would be anti-dilutive. | ||||||||||
[4] | There were 157 RSUs outstanding as of June 30, 2015 (see Note 5 to the condensed consolidated financial statements). These contingently issuable shares are included in diluted EPS based on the weighted average number of shares that would be outstanding during the period, if any, assuming the end of the reporting period were the end of the contingency period. Assuming June 30, 2015 was the end of the contingency period, none of these contingently issuable shares would be outstanding. |
Provision for Impairment of I52
Provision for Impairment of Investment Properties (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($)ft²property | Jun. 30, 2014USD ($)ft²property | Jun. 30, 2015USD ($)ft²property | Jun. 30, 2014USD ($)ft²property | |||
Provision for Impairment of Investment Properties | ||||||
Provision for impairment of investment properties | $ 3,944 | $ 5,400 | $ 3,944 | $ 5,794 | ||
Estimated fair value of impaired properties as of impairment date | $ 17,970 | $ 57,650 | $ 17,970 | $ 57,650 | ||
Number of properties for which indicators of impairment were identified | property | 6 | 8 | [1] | 6 | 8 | [1] |
Number of properties for which an impairment charge was recorded | property | 1 | 1 | 1 | 1 | ||
Number of properties held for sale for which indicators of impairment were identified but no impairment charge was considered necessary | property | 1 | 1 | 1 | 1 | ||
Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary | property | 4 | 6 | 4 | 6 | ||
Weighted average percentage by which projected undiscounted cash flows exceeded carrying value for each of the remaining properties | 53.00% | 22.00% | 53.00% | 22.00% | ||
Number of properties with impairment indicators which were subsequently sold or classified as held for sale | property | 5 | 5 | ||||
Massillon Commons | ||||||
Provision for Impairment of Investment Properties | ||||||
Square footage | ft² | 245,900 | 245,900 | ||||
Provision for impairment of investment properties | $ 2,289 | |||||
Traveler's Office Building | ||||||
Provision for Impairment of Investment Properties | ||||||
Square footage | ft² | 50,800 | 50,800 | ||||
Provision for impairment of investment properties | $ 1,655 | |||||
Midtown Center | ||||||
Provision for Impairment of Investment Properties | ||||||
Square footage | ft² | 408,500 | 408,500 | ||||
Provision for impairment of investment properties | $ 394 | |||||
Gloucester Town Center | ||||||
Provision for Impairment of Investment Properties | ||||||
Square footage | ft² | 107,200 | 107,200 | ||||
Provision for impairment of investment properties | $ 5,400 | |||||
[1] | Includes five properties which were subsequently sold or classified as held for sale as of June 30, 2015. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Financial liabilities: | ||
Mortgages payable, net | $ 1,438,806 | $ 1,634,465 |
Unsecured notes payable, net | 498,851 | 250,000 |
Carrying value | ||
Financial liabilities: | ||
Mortgages payable, net | 1,438,806 | 1,634,465 |
Unsecured notes payable, net | 498,851 | 250,000 |
Unsecured credit facility | 560,000 | 450,000 |
Derivative liability | 539 | 562 |
Fair value | ||
Financial liabilities: | ||
Mortgages payable, net | 1,537,338 | 1,749,671 |
Unsecured notes payable, net | 502,704 | 258,360 |
Unsecured credit facility | 562,243 | 451,502 |
Derivative liability | $ 539 | $ 562 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Measurements | ||
Derivative liability | $ 539 | $ 562 |
Fair value, Level 2 | ||
Fair Value Measurements | ||
Derivative liability | $ 539 | $ 562 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |||
Fair Value Measurements | |||||||||
Provision for impairment | $ 3,944 | $ 5,400 | $ 3,944 | $ 5,794 | |||||
Traveler's Office Building | |||||||||
Fair Value Measurements | |||||||||
Transaction costs | 154 | ||||||||
Shaw's Supermarket | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties | $ 3,100 | ||||||||
The Gateway | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties | 75,400 | ||||||||
Hartford Insurance Building | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties | 5,000 | ||||||||
Citizen's Property Insurance Building | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties | 3,000 | ||||||||
Aon Hewitt East Campus | |||||||||
Fair Value Measurements | |||||||||
Transaction costs | 738 | ||||||||
Minimum | |||||||||
Fair Value Measurements | |||||||||
Operating expense growth rates | 1.39% | ||||||||
Discount rates | 8.25% | ||||||||
Terminal capitalization rates | 7.50% | ||||||||
Maximum | |||||||||
Fair Value Measurements | |||||||||
Operating expense growth rates | 3.70% | ||||||||
Discount rates | 9.50% | ||||||||
Terminal capitalization rates | 8.50% | ||||||||
Nonrecurring Fair Value Measurements | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties held for sale | 5,450 | 5,450 | 17,233 | ||||||
Provision for impairment | 59,352 | ||||||||
Fair value of investment properties | 86,500 | ||||||||
Nonrecurring Fair Value Measurements | Investment properties held for sale | |||||||||
Fair Value Measurements | |||||||||
Provision for impairment | 1,655 | [1] | 563 | [2] | |||||
Nonrecurring Fair Value Measurements | Fair value, Level 2 | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties held for sale | $ 5,450 | $ 5,450 | 17,233 | ||||||
Nonrecurring Fair Value Measurements | Fair value, Level 3 | |||||||||
Fair Value Measurements | |||||||||
Fair value of investment properties | [3] | $ 86,500 | |||||||
[1] | Represents an impairment charge recorded during the three months ended June 30, 2015 for Traveler’s Office Building, which was classified as held for sale as of June 30, 2015. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling $154 are not reflected as a reduction to the fair value disclosed in the table above, but were included in the calculation of the impairment charge. | ||||||||
[2] | Represents an impairment charge recorded during the three months ended December 31, 2014 for Aon Hewitt East Campus, which was classified as held for sale as of December 31, 2014. Such charge, calculated as the expected sales price from the executed sales contract less estimated transaction costs as compared to the Company’s carrying value of its investment, was determined to be a Level 2 input. The estimated transaction costs totaling $738 are not reflected as a reduction to the fair value disclosed in the table above, but were included in the calculation of the impairment charge. | ||||||||
[3] | Represents the fair values of the Company’s Shaw’s Supermarket, The Gateway, Hartford Insurance Building and Citizen’s Property Insurance Building investment properties. 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 were the key Level 3 inputs used in estimating the fair value of Shaw’s Supermarket and The Gateway as of September 30, 2014, the date the assets were measured at fair value. 2014 Low HighRental 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.The estimated fair values of Hartford Insurance Building and Citizen’s Property Insurance Building of $5,000 and $3,000, respectively, were based upon third party comparable sales prices, which contain unobservable inputs used by these third parties to determine the estimated fair values. |
Fair Value Measurements - Fai56
Fair Value Measurements - Fair Value Disclosures (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 12, 2015 |
Fair Value Measurements | ||||
Mortgages payable, net | $ 1,438,806 | $ 1,634,465 | ||
Unsecured notes payable, net | $ 498,851 | $ 250,000 | ||
Minimum | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 8.25% | |||
Maximum | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 9.50% | |||
Mortgages payable | Minimum | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 2.20% | 2.20% | ||
Mortgages payable | Maximum | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 5.60% | 4.00% | ||
Unsecured notes payable | ||||
Fair Value Measurements | ||||
Unsecured notes payable, net | $ 500,000 | |||
Unsecured notes payable | 4.00% Senior Notes Due 2025 | ||||
Fair Value Measurements | ||||
Unsecured notes payable, net | $ 250,000 | |||
Stated interest rate (as a percent) | 4.00% | 4.00% | ||
Unsecured notes payable | Series A and B Senior Notes | Weighted average | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 3.95% | 3.97% | ||
Unsecured term loan | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 1.30% | 1.35% | ||
Unsecured revolving line of credit | ||||
Fair Value Measurements | ||||
Discount rate (as a percent) | 1.35% | |||
Fair value, Total | ||||
Fair Value Measurements | ||||
Mortgages payable, net | $ 1,537,338 | $ 1,749,671 | ||
Unsecured notes payable, net | 502,704 | 258,360 | ||
Unsecured credit facility | 562,243 | 451,502 | ||
Fair value, Level 1 | ||||
Fair Value Measurements | ||||
Unsecured notes payable, net | 244,690 | |||
Fair value, Level 3 | ||||
Fair Value Measurements | ||||
Mortgages payable, net | 1,537,338 | 1,749,671 | ||
Unsecured notes payable, net | 258,014 | 258,360 | ||
Unsecured credit facility | $ 562,243 | $ 451,502 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Guarantees | Mortgage and construction loans | |
Commitments and Contingencies | |
Amount of mortgage and construction loans guaranteed | $ 8,267 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Jul. 31, 2015USD ($)ft² | Jul. 28, 2015board_members$ / shares | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 23, 2014USD ($)ft² | Aug. 05, 2015USD ($)ft² | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2014USD ($)$ / shares |
Subsequent Events | ||||||||
Repayment of unsecured revolving line of credit | $ 350,000 | $ 365,500 | ||||||
Repayment of mortgages payable | $ 178,546 | 89,089 | ||||||
Weighted average interest rate (as a percent) | 4.67% | 4.67% | ||||||
Gain on sales of investment properties | $ 38,213 | $ 1,182 | ||||||
Preferred stock dividends declared (per share) | $ / shares | $ 0.875 | $ 0.875 | ||||||
Common stock dividends declared (per share) | $ / shares | $ 0.33125 | $ 0.33125 | ||||||
7.00% Series A cumulative redeemable preferred stock | ||||||||
Subsequent Events | ||||||||
Preferred stock, dividend rate | 7.00% | 7.00% | ||||||
Outparcel at Southlake Town Square | ||||||||
Subsequent Events | ||||||||
Square footage | ft² | 8,500 | |||||||
Gross purchase price | $ 6,369 | |||||||
Subsequent events | ||||||||
Subsequent Events | ||||||||
Previous number of directors comprising the Board | board_members | 8 | |||||||
Number of directors comprising the Board | board_members | 9 | |||||||
Subsequent events | 7.00% Series A cumulative redeemable preferred stock | ||||||||
Subsequent Events | ||||||||
Preferred stock, dividend rate | 7.00% | |||||||
Preferred stock dividends declared (per share) | $ / shares | $ 0.4375 | |||||||
Subsequent events | Class A common stock | ||||||||
Subsequent Events | ||||||||
Common stock dividends declared (per share) | $ / shares | $ 0.165625 | |||||||
Subsequent events | Outparcel at Southlake Town Square | ||||||||
Subsequent Events | ||||||||
Square footage | ft² | 13,800 | 13,800 | ||||||
Gross purchase price | $ 8,440 | $ 8,440 | ||||||
Subsequent events | Greensburg Commons | ||||||||
Subsequent Events | ||||||||
Square footage | ft² | 272,500 | |||||||
Sales price | $ 18,400 | |||||||
Gain on sales of investment properties | $ 2,810 | |||||||
Subsequent events | Traveler's Office Building | ||||||||
Subsequent Events | ||||||||
Square footage | ft² | 50,800 | |||||||
Sales price | $ 4,841 | |||||||
Subsequent events | Arvada Connection and Arvada Marketplace | ||||||||
Subsequent Events | ||||||||
Square footage | ft² | 367,500 | |||||||
Sales price | $ 54,900 | |||||||
Gain on sales of investment properties | 20,208 | |||||||
Subsequent events | Mortgages payable | ||||||||
Subsequent Events | ||||||||
Repayment of mortgages payable | $ 54,178 | |||||||
Weighted average interest rate (as a percent) | 5.92% | |||||||
Subsequent events | Unsecured revolving line of credit | ||||||||
Subsequent Events | ||||||||
Repayment of unsecured revolving line of credit | $ 20,000 |