Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
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 | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 237,343,990 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Investment properties: | ||
Land | $ 1,266,307 | $ 1,254,131 |
Building and other improvements | 4,428,741 | 4,428,554 |
Developments in progress | 3,000 | 5,157 |
Gross investment properties | 5,698,048 | 5,687,842 |
Less accumulated depreciation | (1,458,841) | (1,433,195) |
Net investment properties (includes $60,400 and $0 from consolidated variable interest entities, respectively) | 4,239,207 | 4,254,647 |
Cash and cash equivalents | 100,588 | 51,424 |
Accounts and notes receivable (net of allowances of $7,085 and $7,910, respectively) | 73,774 | 82,804 |
Acquired lease intangible assets, net | 142,788 | 138,766 |
Assets associated with investment properties held for sale | 2,843 | 0 |
Other assets, net | 128,610 | 93,610 |
Total assets | 4,687,810 | 4,621,251 |
Liabilities: | ||
Mortgages payable, net | 1,026,443 | 1,123,136 |
Unsecured notes payable, net | 495,707 | 495,576 |
Unsecured term loans, net | 446,710 | 447,526 |
Unsecured revolving line of credit | 280,000 | 100,000 |
Accounts payable and accrued expenses | 51,370 | 69,800 |
Distributions payable | 39,311 | 39,297 |
Acquired lease intangible liabilities, net | 113,900 | 114,834 |
Other liabilities | 72,951 | 75,745 |
Total liabilities | $ 2,526,392 | $ 2,465,914 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Additional paid-in capital | $ 4,931,707 | $ 4,931,395 |
Accumulated distributions in excess of earnings | (2,770,479) | (2,776,215) |
Accumulated other comprehensive loss | (52) | (85) |
Total equity | 2,161,418 | 2,155,337 |
Total liabilities and equity | 4,687,810 | 4,621,251 |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated variable interest entities (in dollars) | $ 60,400 | $ 0 |
Accounts and notes receivable, allowances (in dollars) | $ 7,085 | $ 7,910 |
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 | 237,347 | 237,267 |
Common stock, shares outstanding | 237,347 | 237,267 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Rental income | $ 115,260 | $ 119,788 |
Tenant recovery income | 30,356 | 31,300 |
Other property income | 3,023 | 2,109 |
Total revenues | 148,639 | 153,197 |
Expenses | ||
Property operating expenses | 23,061 | 25,695 |
Real estate taxes | 19,939 | 20,510 |
Depreciation and amortization | 53,396 | 54,676 |
Provision for impairment of investment properties | 2,164 | 0 |
General and administrative expenses | 11,406 | 10,992 |
Total expenses | 109,966 | 111,873 |
Operating income | 38,673 | 41,324 |
Gain on extinguishment of debt | 13,653 | 0 |
Interest expense | (26,764) | (34,045) |
Other income, net | 125 | 1,225 |
Income from continuing operations | 25,687 | 8,504 |
Gain on sales of investment properties | 21,739 | 4,572 |
Net income | 47,426 | 13,076 |
Preferred stock dividends | (2,362) | (2,362) |
Net income attributable to common shareholders | $ 45,064 | $ 10,714 |
Earnings per common share – basic and diluted: | ||
Net income per common share attributable to common shareholders | $ 0.19 | $ 0.05 |
Net income | $ 47,426 | $ 13,076 |
Other comprehensive income: | ||
Net unrealized gain (loss) on derivative instruments (Note 9) | 33 | (95) |
Comprehensive income attributable to the Company | $ 47,459 | $ 12,981 |
Weighted average number of common shares outstanding – basic | 236,578 | 236,250 |
Weighted average number of common shares outstanding – diluted | 236,680 | 236,253 |
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, 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 | 13,076 | 13,076 | 13,076 | |||||
Other comprehensive (loss) income | (95) | (95) | (95) | |||||
Distributions declared to preferred shareholders | (2,362) | (2,362) | (2,362) | |||||
Distributions declared to common shareholders | (39,284) | (39,284) | (39,284) | |||||
Issuance of common stock, net of offering costs | (40) | (40) | (40) | |||||
Issuance of restricted shares (in shares) | 637 | |||||||
Stock-based compensation expense, net of forfeitures | 1,369 | 1,369 | 1,369 | |||||
Shares withheld for employee taxes | (851) | (851) | (851) | |||||
Shares withheld for employee taxes (in shares) | (53) | |||||||
Balance at Mar. 31, 2015 | 2,161,188 | $ 5 | $ 237 | 4,923,342 | (2,763,258) | (632) | 2,159,694 | 1,494 |
Balance (in shares) at Mar. 31, 2015 | 5,400 | 237,186 | ||||||
Balance at Dec. 31, 2015 | 2,155,337 | $ 5 | $ 237 | 4,931,395 | (2,776,215) | (85) | 2,155,337 | 0 |
Balance (in shares) at Dec. 31, 2015 | 5,400 | 237,267 | ||||||
Increase (decrease) in shareholders' equity | ||||||||
Net income | 47,426 | 47,426 | 47,426 | |||||
Other comprehensive (loss) income | 33 | 33 | 33 | |||||
Distributions declared to preferred shareholders | (2,362) | (2,362) | (2,362) | |||||
Distributions declared to common shareholders | (39,311) | (39,311) | (39,311) | |||||
Issuance of common stock, net of offering costs | 5 | 5 | 5 | |||||
Issuance of restricted shares (in shares) | 207 | |||||||
Stock-based compensation expense, net of forfeitures | 2,026 | 2,026 | 2,026 | |||||
Stock-based compensation expense, net of forfeitures (in shares) | (6) | |||||||
Shares withheld for employee taxes | (1,736) | (1,736) | (1,736) | |||||
Shares withheld for employee taxes (in shares) | (121) | |||||||
Balance at Mar. 31, 2016 | $ 2,161,418 | $ 5 | $ 237 | $ 4,931,707 | $ (2,770,479) | $ (52) | $ 2,161,418 | $ 0 |
Balance (in shares) at Mar. 31, 2016 | 5,400 | 237,347 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Equity (parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Distributions declared to preferred shareholders (in dollars per share) | $ 0.4375 | $ 0.4375 |
Distributions declared to common shareholders (in dollars per share) | $ 0.165625 | $ 0.165625 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 47,426 | $ 13,076 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 53,396 | 54,676 |
Provision for impairment of investment properties | 2,164 | 0 |
Gain on sales of investment properties | (21,739) | (4,572) |
Gain on extinguishment of debt | (13,653) | 0 |
Amortization of loan fees and debt premium and discount, net | 1,997 | 992 |
Amortization of stock-based compensation | 2,026 | 1,369 |
Premium paid in connection with defeasance of mortgages payable | 0 | 2,604 |
Payment of leasing fees and inducements | (3,954) | (1,539) |
Changes in accounts receivable, net | 6,897 | 10,286 |
Changes in accounts payable and accrued expenses, net | (20,462) | (12,714) |
Changes in other operating assets and liabilities, net | (1,568) | 6,356 |
Other, net | 723 | 593 |
Net cash provided by operating activities | 53,253 | 71,127 |
Cash flows from investing activities: | ||
Changes in restricted escrows, net | (2,616) | 17,673 |
Purchase of investment properties | (138,035) | (316,200) |
Capital expenditures and tenant improvements | (7,622) | (10,946) |
Proceeds from sales of investment properties | 16,427 | 35,343 |
Investment in developments in progress | 0 | (380) |
Other, net | 98 | (25) |
Net cash used in investing activities | (131,748) | (274,535) |
Cash flows from financing activities: | ||
Proceeds from mortgages payable | 0 | 322 |
Principal payments on mortgages payable | (2,836) | (71,505) |
Proceeds from unsecured notes payable | 0 | 248,815 |
Proceeds from unsecured credit facility | 240,000 | 335,000 |
Repayments of unsecured credit facility | (60,000) | (300,000) |
Payment of loan fees and deposits, net | (6,020) | (1,812) |
Purchase of U.S. Treasury securities in connection with defeasance of mortgages payable | 0 | (12,379) |
Distributions paid | (41,659) | (41,549) |
Other, net | (1,826) | (881) |
Net cash provided by financing activities | 127,659 | 156,011 |
Net increase (decrease) in cash and cash equivalents | 49,164 | (47,397) |
Cash and cash equivalents, at beginning of period | 51,424 | 112,292 |
Cash and cash equivalents, at end of period | 100,588 | 64,895 |
Supplemental cash flow disclosure, including non-cash activities: | ||
Cash paid for interest | 21,538 | 24,662 |
Distributions payable | 39,311 | 39,284 |
Accrued capital expenditures and tenant improvements | 9,084 | 4,474 |
Accrued leasing fees and inducements | 654 | 533 |
Accrued development expenditures | 0 | 133 |
U.S. Treasury securities transferred in connection with defeasance of mortgages payable | 0 | 12,379 |
Defeasance of mortgages payable | 0 | 9,775 |
Purchase of investment properties (after credits at closing): | ||
Land, building and other improvements, net | (129,866) | (308,728) |
Accounts receivable, acquired lease intangibles and other assets | (11,812) | (34,929) |
Accounts payable, acquired lease intangibles and other liabilities | 3,643 | 27,457 |
Purchase of investment properties (after credits at closing) | (138,035) | (316,200) |
Proceeds from sales of investment properties: | ||
Land, building and other improvements, net | 104,706 | 30,582 |
Accounts receivable, acquired lease intangibles and other assets | 8,970 | 207 |
Accounts payable, acquired lease intangibles and other liabilities | (3,315) | (50) |
Deferred gain | 0 | 32 |
Mortgage debt forgiven or assumed | (94,353) | 0 |
Gain on extinguishment of debt | 13,653 | 0 |
Gain on sales of investment properties | 21,739 | 4,572 |
Proceeds temporarily restricted related to tax-deferred exchanges | (34,973) | 0 |
Proceeds from sales of investment properties | $ 16,427 | $ 35,343 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. 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 by 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 these estimates. All share amounts and dollar amounts in the condensed consolidated financial statements and notes thereto are stated in thousands with the exception of per share amounts and per square foot amounts. The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly-owned subsidiaries and any consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly-owned subsidiaries generally consist of limited liability companies (LLCs), limited partnerships and statutory trusts. The Company’s property ownership as of March 31, 2016 is summarized below: Wholly-owned Consolidated VIEs Retail operating properties (a) 191 1 Office properties 1 — Total operating properties 192 1 Development properties 1 — (a) Excludes one wholly-owned operating property classified as held for sale as of March 31, 2016 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Refer to the Company’s 2015 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 three months ended March 31, 2016 . Recent Accounting Pronouncements Effective January 1, 2016, companies are 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 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 adoption of this pronouncement under the modified retrospective method did not have any effect on the Company’s condensed consolidated financial statements as the Company did not have any VIEs as of January 1, 2016; however, as of March 31, 2016, the Company had acquired a property through a consolidated VIE and, accordingly, applied the revised consolidation guidance. Effective January 1, 2016, the acquirer in a business combination is required to recognize any adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and is no longer required to retrospectively account for those adjustments. A company must present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. Effective for the annual period ending after December 15, 2016 and for interim periods thereafter, with early adoption permitted, a company’s management is required to assess the entity’s ability to continue as a going concern every reporting period for a period of one year after the date 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 elected to early adopt this pronouncement effective January 1, 2016. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. Effective January 1, 2017, with early adoption permitted, companies may elect to either estimate the number of share-based payment awards that are expected to vest or account for forfeitures when they occur. The Company elected to early adopt this pronouncement effective January 1, 2016 and made an accounting policy election to account for forfeitures when they occur. This pronouncement requires a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted and resulted in an adjustment of $17 to additional paid-in capital and accumulated distributions in excess of earnings as of January 1, 2016. Effective January 1, 2017, registrants will be required to disclose the following in any annual report, proxy or information statement, or registration statement that requires executive compensation disclosure: 1) the median of the annual total compensation of all its employees (excluding the chief executive officer), 2) the annual total compensation of its chief executive officer, and 3) the ratio of the median of the annual total compensation of all its employees to the annual total compensation of its chief executive officer. The Company does not expect the adoption of this final rule 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. Effective January 1, 2018, companies will be required to disclose the fair value of financial assets and financial liabilities measured at amortized cost in accordance with the exit price notion and will no longer be required to disclose the methods and significant assumptions used, including any changes, to estimate fair value. In addition, companies will be required to disclose all financial assets and financial liabilities grouped by 1) measurement category and 2) form of financial instrument. 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. Effective January 1, 2019, with early adoption permitted, lessees will be required to recognize a liability to make lease payments and a right-of-use asset, initially measured at the present value of lease payments, for both operating and financing leases. For leases with a term of 12 months or less, lessees will be permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. Under this new pronouncement, lessor accounting will be largely unchanged from existing GAAP. The pronouncement requires a modified retrospective method of adoption, with some optional practical expedients. Upon adoption, the Company will recognize a lease liability and a right-of-use asset for operating leases where it is the lessee. The Company will continue to evaluate the impact of this guidance until it becomes effective. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company closed on the following acquisitions during the three months ended March 31, 2016: Date Property Name Metropolitan Property Type Square Footage Acquisition Price January 15, 2016 Shoppes at Hagerstown (a) Hagerstown Multi-tenant retail 113,000 $ 27,055 January 15, 2016 Merrifield Town Center II (a) Washington, D.C. Multi-tenant retail 76,000 45,676 March 29, 2016 Oak Brook Promenade (b) Chicago Multi-tenant retail 183,200 65,954 372,200 $ 138,685 (a) These properties were acquired as a two -property portfolio. Merrifield Town Center II also contains 62,000 square feet of storage space for a total of 138,000 square feet. (b) This property was acquired through a consolidated VIE and may be used to facilitate a potential Internal Revenue Code Section 1031 tax-deferred exchange (1031 Exchange). The Company closed on the following acquisitions during the three months ended March 31, 2015: Date Property Name 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 — 400 751,100 $ 323,742 (a) The Company acquired a parcel located at its Lake Worth Towne Crossing multi-tenant retail operating property. The following table summarizes the acquisition date fair values, before prorations, the Company recorded in conjunction with the acquisitions discussed above: Three Months Ended March 31, 2016 2015 Land $ 43,174 $ 102,487 Building and other improvements 86,692 206,241 Acquired lease intangible assets (a) 11,787 33,631 Acquired lease intangible liabilities (b) (2,968 ) (18,617 ) Net assets acquired $ 138,685 $ 323,742 (a) The weighted average amortization period for acquired lease intangible assets is 7 years and 16 years for acquisitions completed during the three months ended March 31, 2016 and 2015 , respectively. (b) The weighted average amortization period for acquired lease intangible liabilities is 12 years and 20 years for acquisitions completed during the three months ended March 31, 2016 and 2015 , respectively. The above acquisitions were funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit. Transaction costs totaling $339 and $911 for the three months ended March 31, 2016 and 2015 , respectively, were expensed as incurred and are included in “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 $8,157 and $4,675 in total revenues and $1,987 and $1,401 in net income attributable to common shareholders from the date of acquisition through March 31, 2016 and 2015 , respectively. These amounts do not include the total revenue and net income attributable to common shareholders from the 2015 Lake Worth Towne Crossing acquisition as it has been accounted for as an asset acquisition. Subsequent to March 31, 2016 , the Company acquired the following: • The Shoppes at Union Hill, a multi-tenant retail property located in the New York MSA, for a gross purchase price of $63,060 , which includes the assumption of mortgage debt with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031. The property was acquired on April 1, 2016 and contains approximately 91,700 square feet; and • the fee interest in Ashland & Roosevelt, its existing multi-tenant retail operating property located in the Chicago MSA, which was previously subject to a ground lease with a third party, for a gross purchase price of $13,850 . In conjunction with this transaction, the Company anticipates recording a gain on extinguishment of other liabilities of approximately $6,978 due to the reversal of the straight-line ground rent liability. The Company has not completed the allocation of the acquisition date fair value for The Shoppes at Union Hill; however, it expects that the purchase price of this property will primarily be allocated to land, building, acquired lease intangibles and mortgages payable. The Company expects to record the purchase price of the fee interest in Ashland & Roosevelt to land. Condensed Pro Forma Financial Information The results of operations for the acquisitions accounted for as business combinations that were completed during the period, or after such period through the financial statement issuance date, for which financial information was available, 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 2016 acquisitions, including the acquisition of The Shoppes at Union Hill, were completed as of January 1, 2015 and as if the 2015 acquisitions completed through the date the March 31, 2015 financial statements were issued, including the acquisition of Tysons Corner on May 4, 2015, were completed as of January 1, 2014. The results of operations associated with the 2016 acquisition of the fee interest in Ashland & Roosevelt and the 2015 acquisition of a parcel at Lake Worth Towne Crossing have not been adjusted 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 Company’s actual results of operations 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 March 31, 2016 2015 Total revenues $ 151,026 $ 158,228 Net income $ 46,515 $ 12,104 Net income attributable to common shareholders $ 44,153 $ 9,742 Earnings per common share – basic and diluted: Net income per common share attributable to common shareholders $ 0.19 $ 0.04 Weighted average number of common shares outstanding – basic 236,578 236,250 Variable Interest Entities During the three months ended March 31, 2016 , the Company entered into an agreement with a qualified intermediary related to a potential 1031 Exchange. The Company loaned $65,419 to the VIE to acquire Oak Brook Promenade on March 29, 2016. The 1031 Exchange must be completed within 180 days after the acquisition date of the property in accordance with the applicable provisions of the Code. At the completion or expiration of the 1031 Exchange, the sole membership interest of the VIE will be assigned to the Company in satisfaction of the outstanding loan, resulting in the entity being wholly owned by the Company. The Company was deemed to be the primary beneficiary of the VIE as it has the ability to direct the activities of the VIE that most significantly impact its economic performance and has all of the risk and rewards of ownership. Accordingly, the Company consolidated the VIE. No value or income has been attributed to the noncontrolling interest. The assets of the VIE consist of the investment property which is operated by the Company. As of March 31, 2016 , the assets and liabilities of the VIE are as follows: March 31, Assets Land $ 10,343 Building and other improvements 50,057 Net investment properties 60,400 Acquired lease intangible assets 6,484 Total assets $ 66,884 Liabilities Loan due to the Company (a) $ 65,419 Other liabilities 1,430 Total liabilities $ 66,849 (a) Represents funds loaned by the Company to the VIE to acquire the property and has been eliminated in consolidation. |
Dispositions
Dispositions | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | Dispositions The Company closed on the following dispositions during the three months ended March 31, 2016: Date Property Name Property Type Square Footage Consideration Aggregate Proceeds, Net (a) Gain February 1, 2016 The Gateway (b) Multi-tenant retail 623,200 $ 75,000 $ (795 ) $ 3,868 February 10, 2016 Stateline Station Multi-tenant retail 142,600 17,500 17,210 4,253 March 30, 2016 Six Property Portfolio (c) Single-user retail 230,400 35,413 12 13,618 996,200 $ 127,913 $ 16,427 $ 21,739 (a) Aggregate proceeds are net of transaction costs and proceeds temporarily restricted related to potential 1031 Exchanges. (b) The property was disposed of through a lender-directed sale in full satisfaction of the Company’s $94,353 mortgage obligation. Immediately prior to the disposition, the lender reduced the Company’s loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653 . (c) Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean. Proceeds of $34,973 from the dispositions are temporarily restricted related to potential 1031 Exchanges and are included in “Other assets, net” in the accompanying condensed consolidated balance sheets. The Company closed on the following dispositions during the three months ended March 31, 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 4,572 437,500 $ 36,283 $ 35,343 $ 4,572 (a) Aggregate proceeds are net of transaction costs. None of the dispositions completed during the three months ended March 31, 2016 and 2015 qualified for discontinued operations treatment. As of March 31, 2016 , the Company had entered into a contract to sell CVS Pharmacy – Oklahoma City, a 10,900 square foot single-user retail property located in Oklahoma City, Oklahoma. This property qualified for held for sale accounting treatment upon meeting all applicable GAAP criteria during the quarter ended March 31, 2016 , at which time depreciation and amortization were ceased. As such, the assets associated with this property are separately classified as held for sale in the condensed consolidated balance sheets as of March 31, 2016 . There were no liabilities associated with this property as of March 31, 2016. Subsequent to March 31, 2016 , the Company sold CVS Pharmacy – Oklahoma City for consideration of $4,676 . No properties qualified for held for sale accounting treatment as of December 31, 2015. The following table presents the assets associated with the investment property classified as held for sale: March 31, Assets Land, building and other improvements $ 4,203 Accumulated depreciation (1,412 ) Net investment properties 2,791 Other assets 52 Assets associated with investment properties held for sale $ 2,843 |
Equity Compensation Plans
Equity Compensation Plans | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Compensation Plans | Equity 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 summarizes the Company’s unvested restricted shares as of and for the three months ended March 31, 2016 : Unvested Restricted Shares Weighted Average Grant Date Fair Value per Restricted Share Balance as of January 1, 2016 788 $ 15.52 Shares granted (a) 207 $ 14.26 Shares vested (330 ) $ 15.57 Shares forfeited (b) (6 ) $ 14.99 Balance as of March 31, 2016 (c) 659 $ 15.10 (a) Shares granted vest over periods ranging from 0.4 years to 3.9 years in accordance with the terms of applicable award documents. (b) Effective January 1, 2016, the Company made an accounting policy election to account for forfeitures when they occur. (c) As of March 31, 2016 , total unrecognized compensation expense related to unvested restricted shares was $5,610 , which is expected to be amortized over a weighted average term of 1.7 years . In addition, during the three months ended March 31, 2016 , performance restricted stock units (RSUs) were granted to the Company’s executives. In 2019, following the performance period which concludes on December 31, 2018, 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 and the executive remains employed during the performance period, 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 peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index for 2016 through 2018. If an executive terminates employment during the performance period by reason of a qualified termination, as defined in the agreement, only a prorated portion of his outstanding RSUs will be eligible for conversion based upon the period in which the executive was employed during the performance period. If an executive terminates for any reason other than a qualified termination during the performance period, he would forfeit his outstanding RSUs. In 2019, 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 as of the grant date included a risk-free interest rate of 0.89% , the Company’s historical common stock performance relative to the peer companies within the NAREIT Shopping Center Index and the Company’s common stock dividend yield of 4.66% . The following table summarizes the Company’s unvested RSUs as of and for the three months ended March 31, 2016 : Unvested RSUs Weighted Average Grant Date Fair Value per RSU RSUs eligible for future conversion as of January 1, 2016 174 $ 14.20 RSUs granted 223 $ 13.26 RSUs eligible for future conversion as of March 31, 2016 (a) 397 $ 13.67 (a) As of March 31, 2016 , total unrecognized compensation expense related to unvested RSUs was $4,221 , which is expected to be amortized over a weighted average term of 3.1 years . During the three months ended March 31, 2016 and 2015 , the Company recorded compensation expense of $2,026 and $1,369 , respectively, related to unvested restricted shares and RSUs. The total fair value of restricted shares vested during the three months ended March 31, 2016 was $4,701 . 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 March 31, 2016 , options to purchase 53 shares of common stock remained outstanding and exercisable. The Company did not grant any options in 2016 or 2015 and did not record any compensation expense related to stock options during the three months ended March 31, 2016 and 2015 . |
Mortgages Payable
Mortgages Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Mortgages Payable | Mortgages Payable The following table summarizes the Company’s mortgages payable: March 31, 2016 December 31, 2015 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) $ 1,031,316 6.03 % 3.9 $ 1,128,505 6.08 % 3.9 Premium, net of accumulated amortization 1,758 1,865 Discount, net of accumulated amortization (1 ) (1 ) Capitalized loan fees, net of accumulated amortization (6,630 ) (7,233 ) Mortgages payable, net $ 1,026,443 $ 1,123,136 (a) Includes $7,857 and $7,910 of variable rate mortgage debt that has been swapped to a fixed rate as of March 31, 2016 and December 31, 2015 , respectively. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% as of March 31, 2016 and December 31, 2015 . During the three months ended March 31, 2016 , the Company disposed of The Gateway through a lender-directed sale in full satisfaction of its $94,353 mortgage obligation, which had a fixed interest rate of 6.57% . Immediately prior to the disposition, the lender reduced the Company’s loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653 . In addition, during the three months ended March 31, 2016 , the Company made scheduled principal payments of $2,836 related to amortizing loans. The majority of the Company’s mortgages payable require monthly payments of principal and interest, as well as reserves for real estate taxes and certain other costs. The Company’s properties and the related tenant leases are pledged as collateral for its mortgages payable. Although the mortgage loans obtained by the Company are generally non-recourse, with the exception of customary non-recourse carve-outs, occasionally, the Company may guarantee all or a portion of the debt on a full-recourse basis. As of March 31, 2016 , the Company had guaranteed $1,964 of its outstanding mortgage loans related to one mortgage loan with a maturity date of 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 those circumstances, one or more of the Company’s properties may secure the debt of another of the Company’s properties. As of March 31, 2016 , the Company had a pool of mortgages with a principal balance of $394,467 that was cross-collateralized by the 48 properties in its IW JV 2009, LLC portfolio. Debt Maturities The following table shows the scheduled maturities and principal amortization of the Company’s indebtedness as of March 31, 2016 for the remainder of 2016 , 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 March 31, 2016 . 2016 2017 2018 2019 2020 Thereafter Total Debt: Fixed rate debt: Mortgages payable (a) $ 44,683 $ 226,637 $ 10,801 $ 443,447 $ 3,424 $ 302,324 $ 1,031,316 Unsecured credit facility – fixed rate portion of term loan (b) — — — — — 100,000 100,000 Unsecured notes payable (c) — — — — — 500,000 500,000 Total fixed rate debt 44,683 226,637 10,801 443,447 3,424 902,324 1,631,316 Variable rate debt: Unsecured credit facility — — 200,000 — 280,000 150,000 630,000 Total variable rate debt — — 200,000 — 280,000 150,000 630,000 Total debt (d) $ 44,683 $ 226,637 $ 210,801 $ 443,447 $ 283,424 $ 1,052,324 $ 2,261,316 Weighted average interest rate on debt: Fixed rate debt 4.73 % 5.09 % 6.74 % 7.50 % 4.80 % 4.14 % 5.22 % Variable rate debt (e) — — 1.88 % — 1.78 % 1.73 % 1.80 % Total 4.73 % 5.09 % 2.13 % 7.50 % 1.82 % 3.80 % 4.27 % (a) Includes $7,857 of variable rate mortgage debt that has been swapped to a fixed rate as of March 31, 2016 . Excludes mortgage premium of $1,758 and discount of $(1) , net of accumulated amortization, as of March 31, 2016 . (b) $100,000 of London Interbank Offered Rate (LIBOR)-based variable rate debt has been swapped to a fixed rate through December 31, 2017. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.6591% over the term of the swap. (c) Excludes discount of $(1,060) , net of accumulated amortization, as of March 31, 2016 . (d) Total debt excludes capitalized loan fees of $(13,153) , net of accumulated amortization, as of March 31, 2016 which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was 4.7 years as of March 31, 2016 . (e) Represents interest rates as of March 31, 2016 . 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 | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Unsecured Notes Payable | Unsecured Notes Payable The following table summarizes the Company’s unsecured notes payable: March 31, 2016 December 31, 2015 Unsecured Notes Payable Maturity Date Principal Balance Interest Rate/ Weighted Average Interest Rate Principal Balance Interest Rate/ Weighted Average Interest Rate Senior notes – 4.12% Series A due 2021 June 30, 2021 $ 100,000 4.12 % $ 100,000 4.12 % Senior notes – 4.58% Series B due 2024 June 30, 2024 150,000 4.58 % 150,000 4.58 % Senior notes – 4.00% due 2025 March 15, 2025 250,000 4.00 % 250,000 4.00 % 500,000 4.20 % 500,000 4.20 % Discount, net of accumulated amortization (1,060 ) (1,090 ) Capitalized loan fees, net of accumulated amortization (3,233 ) (3,334 ) Total $ 495,707 $ 495,576 The indenture, as supplemented, governing the 4.00% senior unsecured notes due 2025 ( 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 4.12% Series A senior notes due 2021 and the 4.58% Series B senior notes due 2024 (collectively, 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 March 31, 2016 , 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 | 3 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Unsecured Credit Facility | Unsecured Credit Facility On January 6, 2016, the Company entered into its fourth amended and restated unsecured credit agreement with a syndicate of financial institutions led by KeyBank National Association serving as administrative agent and Wells Fargo Bank, National Association serving as syndication agent to provide for an unsecured credit facility aggregating $1,200,000 . The Company’s unsecured credit facility consists of a $750,000 unsecured revolving line of credit, a $250,000 unsecured term loan and a $200,000 unsecured term loan (collectively, the Company’s Unsecured Credit Facility) and is priced on a leverage grid at a rate of LIBOR plus a credit spread. The following table summarizes the key terms of the Company’s Unsecured Credit Facility: Leverage-Based Pricing Ratings-Based Pricing Unsecured Credit Facility Maturity Date Extension Option Extension Fee Credit Spread Unused Fee Credit Spread Facility Fee $250,000 unsecured term loan 1/5/2021 N/A N/A 1.30% - 2.20% N/A 0.90% - 1.75% N/A $200,000 unsecured term loan 5/11/2018 2 one year 0.15% 1.45% - 2.20% N/A 1.05% - 2.05% N/A $750,000 unsecured revolving line of credit 1/5/2020 2 six month 0.075% 1.35% - 2.25% 0.15% - 0.25% 0.85% - 1.55% 0.125% - 0.30% The Company’s Unsecured Credit Facility has a $400,000 accordion option that allows the Company, at its election, to increase the total credit facility up to $1,600,000 , subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the agreement and (ii) the Company’s ability to obtain additional lender commitments. The following table summarizes the Company’s Unsecured Credit Facility: March 31, 2016 December 31, 2015 Unsecured Credit Facility Balance Interest Rate/ Weighted Average Interest Rate Balance Interest Rate/ $250,000 unsecured term loan – fixed rate portion (a) $ 100,000 1.96 % $ — — % $250,000 unsecured term loan – variable rate portion 150,000 1.73 % — — % $200,000 unsecured term loan – variable rate 200,000 1.88 % — — % $450,000 unsecured term loan – fixed rate portion (b) — — % 300,000 1.99 % $450,000 unsecured term loan – variable rate portion — — % 150,000 1.88 % Subtotal 450,000 450,000 Capitalized loan fees, net of accumulated amortization (3,290 ) (2,474 ) Term loans, net 446,710 447,526 Revolving line of credit – variable rate (c) 280,000 1.78 % 100,000 1.93 % Total unsecured credit facility, net $ 726,710 1.82 % $ 547,526 1.95 % (a) As of March 31, 2016 , $100,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 0.6591% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of March 31, 2016 . (b) As of December 31, 2015, $300,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 0.53875% plus a credit spread based on a leverage grid ranging from 1.45% to 2.00% through February 2016. The applicable credit spread was 1.45% as of December 31, 2015. (c) Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying condensed consolidated balance sheets. The fourth amended and restated unsecured credit agreement contains customary representations, warranties and covenants, and events of default. Pursuant to the terms of the fourth amended and restated 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; and (ii) minimum fixed charge and unencumbered interest coverage ratios. As of March 31, 2016 , management believes the Company was in compliance with the financial covenants and default provisions under the unsecured credit agreement. The Company previously had a $1,000,000 unsecured credit facility that consisted of a $550,000 unsecured revolving line of credit and a $450,000 unsecured term loan that bore interest at a rate of LIBOR plus a credit spread ranging from 1.45% to 2.05% and was scheduled to mature on May 12, 2017 for the unsecured revolving line of credit and May 11, 2018 for the unsecured term loan. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2016 | |
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 $131 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. In February 2016, the Company entered into an interest rate swap with a notional amount of $100,000 that terminates on December 31, 2017. The swap was determined to be effective on March 1, 2016 and effectively converts one-month floating rate LIBOR to a fixed rate of 0.6591% on $100,000 of the Company’s LIBOR-based debt over the term of the swap. As of March 31, 2016 , the fair value of the Company’s $100,000 swap was a liability of $12 , which is included in “Other liabilities” in the accompanying condensed consolidated balance sheets. The Company previously had a $300,000 interest rate swap that matured on February 24, 2016. In addition, $7,857 and $7,910 of variable rate mortgage debt has been swapped to a fixed rate as of March 31, 2016 and December 31, 2015 , respectively. 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 March 31, December 31, March 31, December 31, Interest rate swaps 2 2 $ 107,857 $ 307,910 The table below presents the estimated fair value of the Company’s derivative financial instruments, which are included in “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques utilized are described in Note 13 to the condensed consolidated financial statements. Fair Value March 31, December 31, Derivatives designated as cash flow hedges: Interest rate swaps $ 52 $ 85 The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income for the three months ended March 31, 2016 and 2015: 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 Gain Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) 2016 2015 2016 2015 2016 2015 Interest rate swaps $ 53 $ 386 Interest expense $ 86 $ 291 Other income, net $ — $ (25 ) |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity In December 2015, the Company entered into a new at-the-market (ATM) equity program under which it may issue and sell shares of its Class A common stock, having an aggregate offering price of up to $250,000 , from time to time. The 2015 ATM equity program supersedes the Company’s previous $200,000 ATM equity program which was in place from March 2013 through November 2015. 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. Any net proceeds are expected to be used for general corporate purposes, which may include the funding of acquisitions and redevelopment activities and the repayment of debt, including the Company's Unsecured Credit Facility. The Company did not sell any shares under its ATM equity program during the three months ended March 31, 2016 and 2015 . As of March 31, 2016 , the Company had Class A common shares having an aggregate offering price of up to $250,000 remaining available for sale under its ATM equity program. In December 2015, the Company’s board of directors authorized a common stock repurchase program under which the Company may repurchase, from time to time, up to a maximum of $250,000 of shares of its Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of the Company’s assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice. As of March 31, 2016 , the Company had not repurchased any shares under this program. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Numerator: Income from continuing operations $ 25,687 $ 8,504 Gain on sales of investment properties 21,739 4,572 Preferred stock dividends (2,362 ) (2,362 ) Net income attributable to common shareholders 45,064 10,714 Distributions paid on unvested restricted shares (130 ) (66 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 44,934 $ 10,648 Denominator: Denominator for earnings per common share – basic: Weighted average number of common shares outstanding 236,578 (a) 236,250 (b) Effect of dilutive securities: Stock options 2 (c) 3 (c) RSUs 100 (d) — Denominator for earnings per common share – diluted: Weighted average number of common and common equivalent shares outstanding 236,680 236,253 (a) Excludes 659 shares of unvested restricted common stock, which equate to 725 shares on a weighted average basis for the three months ended March 31, 2016 . These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. (b) Excludes 871 shares of unvested restricted common stock, which equate to 611 shares on a weighted average basis for the three months ended March 31, 2015 . 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 53 and 64 shares of common stock as of March 31, 2016 and 2015 , respectively, at a weighted average exercise price of $19.39 and $19.32 , respectively. Of these totals, outstanding options to purchase 45 and 54 shares of common stock as of March 31, 2016 and 2015 , respectively, at a weighted average exercise price of $20.74 and $20.72 , 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 397 RSUs eligible for future conversion following the performance periods as of March 31, 2016 (see Note 5 to the condensed consolidated financial statements), which equate to 275 RSUs on a weighted average basis for the three months ended March 31, 2016 . 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 was the end of the contingency periods. |
Provision for Impairment of Inv
Provision for Impairment of Investment Properties | 3 Months Ended |
Mar. 31, 2016 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Provision for Impairment of Investment Properties | Provision for Impairment of Investment Properties As of March 31, 2016 and 2015 , 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 March 31, 2016 and 2015 : March 31, 2016 March 31, 2015 Number of properties for which indicators of impairment were identified 5 6 (a) Less: number of properties for which an impairment charge was recorded 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 recorded 1 (b) 1 (c) Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary 3 5 Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties 9 % 66 % (a) Includes five properties which have subsequently been sold as of March 31, 2016 . (b) CVS Pharmacy – Oklahoma City was classified as held for sale as of March 31, 2016. This property was not considered impaired based upon the executed sales contract and it was sold on April 20, 2016 with an anticipated gain on sale of approximately $1,764 . (c) Hartford Insurance Building was classified as held for sale as of March 31, 2015. This property was not considered impaired based upon the executed sales contract and it was sold on April 7, 2015 with a gain on sale of $860 . The Company recorded the following investment property impairment charge during the three months ended March 31, 2016 : Property Name Property Type Impairment Date Square Footage Provision for Impairment of Investment Properties South Billings Center (a) Development March 31, 2016 — $ 2,164 Estimated fair value of impaired property as of impairment date $ 3,000 (a) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was not under active development as of March 31, 2016 . The Company did not record any impairment charges on investment properties during the three months ended March 31, 2015 . 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 | 3 Months Ended |
Mar. 31, 2016 | |
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. March 31, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities: Mortgages payable, net $ 1,026,443 $ 1,127,991 $ 1,123,136 $ 1,213,620 Unsecured notes payable, net $ 495,707 $ 496,297 $ 495,576 $ 486,701 Unsecured credit facility $ 726,710 $ 730,000 $ 547,526 $ 550,000 Derivative liability $ 52 $ 52 $ 85 $ 85 The carrying values of mortgages payable, net and unsecured notes payable, net in the table are included in the accompanying condensed consolidated balance sheets under the indicated captions. The carrying value of the Unsecured Credit Facility is comprised of the “Unsecured term loans, net” and the “Unsecured revolving line of credit” and the carrying value of the derivative liability is included in “Other liabilities” in the accompanying 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 March 31, 2016 Derivative liability $ — $ 52 $ — $ 52 December 31, 2015 Derivative liability $ — $ 85 $ — $ 85 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 March 31, 2016 and December 31, 2015 , 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 March 31, 2016 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 three months ended March 31, 2016, except for those properties sold prior to March 31, 2016. 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 March 31, 2016 Investment properties $ — $ 3,000 $ — $ 3,000 $ 2,164 (a) (a) Represents an impairment charge recorded during the three months ended March 31, 2016 for the Company’s South Billings Center development property, which was not under active development as of March 31, 2016 . Such charge, calculated as the expected sales price from the executed sales contract as compared to the Company’s carrying value of its investment, was based upon a Level 2 input. The Company did not have any assets measured at fair value on a nonrecurring basis as of December 31, 2015. 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 March 31, 2016 Mortgages payable, net $ — $ — $ 1,127,991 $ 1,127,991 Unsecured notes payable, net $ 240,680 $ — $ 255,617 $ 496,297 Unsecured credit facility $ — $ — $ 730,000 $ 730,000 December 31, 2015 Mortgages payable, net $ — $ — $ 1,213,620 $ 1,213,620 Unsecured notes payable, net $ 239,482 $ — $ 247,219 $ 486,701 Unsecured credit facility $ — $ — $ 550,000 $ 550,000 Mortgages payable, net: The Company estimates the fair value of its mortgages payable by discounting the anticipated 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 3.9% and 2.2% to 6.0% as of March 31, 2016 and December 31, 2015 , respectively. Unsecured notes payable, net: The quoted market price as of March 31, 2016 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 4.25% and 4.64% as of March 31, 2016 and December 31, 2015 , respectively. Unsecured Credit Facility: The Company estimates the fair value of its Unsecured Credit Facility by discounting the anticipated 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, or weighted average rates, used to discount the credit spreads were 1.37% and 1.30% for the unsecured term loans as of March 31, 2016 and December 31, 2015 , respectively, and 1.35% for the unsecured revolving line of credit as of March 31, 2016 and December 31, 2015 . There were no transfers between the levels of the fair value hierarchy during the three months ended March 31, 2016 . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Guarantees Although the mortgage loans obtained by the Company are generally non-recourse, with the exception of customary non-recourse carve-outs, occasionally the Company may guarantee all or a portion of the debt on a full-recourse basis. As of March 31, 2016 , the Company had guaranteed $1,964 of its outstanding mortgage loans related to one mortgage loan with a maturity date of September 30, 2016 . |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2016 | |
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 Company’s condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Subsequent to March 31, 2016 , the Company: • repaid a mortgage payable with a principal balance of $6,594 and an interest rate of 7.30% ; • closed on the acquisition of The Shoppes at Union Hill, a 91,700 square foot multi-tenant retail property located in the New York MSA, for a gross purchase price of $63,060 , which includes the assumption of mortgage debt with a principal balance of $15,971 and an interest rate of 3.75% that matures in 2031; • closed on the disposition of CVS Pharmacy – Oklahoma City, a 10,900 square foot single-user retail property located in Oklahoma City, Oklahoma, which was classified as held for sale as of March 31, 2016, for a sales price of $4,676 with an anticipated gain on sale of approximately $1,764 ; and • closed on the acquisition of the fee interest in Ashland & Roosevelt, its existing multi-tenant retail operating property located in the Chicago MSA, which was previously subject to a ground lease with a third party, for a gross purchase price of $13,850 . In conjunction with this transaction, the Company anticipates recording a gain on extinguishment of other liabilities of approximately $6,978 due to the reversal of the straight-line ground rent liability. On April 25, 2016, the Company appointed Paula C. Maggio to serve as its Executive Vice President, General Counsel and Secretary, effective May 2, 2016. Ms. Maggio succeeds Dennis K. Holland, who previously announced that he would be retiring on June 30, 2016. Mr. Holland will remain employed by the Company through his originally planned retirement date to assist in the transition. On April 26, 2016, the Board declared the cash dividend for the second quarter of 2016 for the Company’s 7.00% Series A cumulative redeemable preferred stock. The dividend of $0.4375 per preferred share will be paid on June 30, 2016 to preferred shareholders of record at the close of business on June 20, 2016. On April 26, 2016, the Board declared the distribution for the second quarter of 2016 of $0.165625 per share on the Company’s outstanding Class A common stock, which will be paid on July 8, 2016 to Class A common shareholders of record at the close of business on June 27, 2016. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Effective January 1, 2016, companies are 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 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 adoption of this pronouncement under the modified retrospective method did not have any effect on the Company’s condensed consolidated financial statements as the Company did not have any VIEs as of January 1, 2016; however, as of March 31, 2016, the Company had acquired a property through a consolidated VIE and, accordingly, applied the revised consolidation guidance. Effective January 1, 2016, the acquirer in a business combination is required to recognize any adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined and is no longer required to retrospectively account for those adjustments. A company must present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. Effective for the annual period ending after December 15, 2016 and for interim periods thereafter, with early adoption permitted, a company’s management is required to assess the entity’s ability to continue as a going concern every reporting period for a period of one year after the date 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 elected to early adopt this pronouncement effective January 1, 2016. The adoption of this pronouncement did not have any effect on the Company’s condensed consolidated financial statements. Effective January 1, 2017, with early adoption permitted, companies may elect to either estimate the number of share-based payment awards that are expected to vest or account for forfeitures when they occur. The Company elected to early adopt this pronouncement effective January 1, 2016 and made an accounting policy election to account for forfeitures when they occur. This pronouncement requires a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted and resulted in an adjustment of $17 to additional paid-in capital and accumulated distributions in excess of earnings as of January 1, 2016. Effective January 1, 2017, registrants will be required to disclose the following in any annual report, proxy or information statement, or registration statement that requires executive compensation disclosure: 1) the median of the annual total compensation of all its employees (excluding the chief executive officer), 2) the annual total compensation of its chief executive officer, and 3) the ratio of the median of the annual total compensation of all its employees to the annual total compensation of its chief executive officer. The Company does not expect the adoption of this final rule 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. Effective January 1, 2018, companies will be required to disclose the fair value of financial assets and financial liabilities measured at amortized cost in accordance with the exit price notion and will no longer be required to disclose the methods and significant assumptions used, including any changes, to estimate fair value. In addition, companies will be required to disclose all financial assets and financial liabilities grouped by 1) measurement category and 2) form of financial instrument. 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. Effective January 1, 2019, with early adoption permitted, lessees will be required to recognize a liability to make lease payments and a right-of-use asset, initially measured at the present value of lease payments, for both operating and financing leases. For leases with a term of 12 months or less, lessees will be permitted to make an accounting policy election by class of underlying asset to not recognize lease liabilities and lease assets. Under this new pronouncement, lessor accounting will be largely unchanged from existing GAAP. The pronouncement requires a modified retrospective method of adoption, with some optional practical expedients. Upon adoption, the Company will recognize a lease liability and a right-of-use asset for operating leases where it is the lessee. The Company will continue to evaluate the impact of this guidance until it becomes effective. |
Organization and Basis of Pre25
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of property ownership | The Company’s property ownership as of March 31, 2016 is summarized below: Wholly-owned Consolidated VIEs Retail operating properties (a) 191 1 Office properties 1 — Total operating properties 192 1 Development properties 1 — (a) Excludes one wholly-owned operating property classified as held for sale as of March 31, 2016 . |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of acquisitions | The Company closed on the following acquisitions during the three months ended March 31, 2016: Date Property Name Metropolitan Property Type Square Footage Acquisition Price January 15, 2016 Shoppes at Hagerstown (a) Hagerstown Multi-tenant retail 113,000 $ 27,055 January 15, 2016 Merrifield Town Center II (a) Washington, D.C. Multi-tenant retail 76,000 45,676 March 29, 2016 Oak Brook Promenade (b) Chicago Multi-tenant retail 183,200 65,954 372,200 $ 138,685 (a) These properties were acquired as a two -property portfolio. Merrifield Town Center II also contains 62,000 square feet of storage space for a total of 138,000 square feet. (b) This property was acquired through a consolidated VIE and may be used to facilitate a potential Internal Revenue Code Section 1031 tax-deferred exchange (1031 Exchange). The Company closed on the following acquisitions during the three months ended March 31, 2015: Date Property Name 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 — 400 751,100 $ 323,742 (a) The Company acquired a parcel located at its Lake Worth Towne Crossing multi-tenant retail operating property. |
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: Three Months Ended March 31, 2016 2015 Land $ 43,174 $ 102,487 Building and other improvements 86,692 206,241 Acquired lease intangible assets (a) 11,787 33,631 Acquired lease intangible liabilities (b) (2,968 ) (18,617 ) Net assets acquired $ 138,685 $ 323,742 (a) The weighted average amortization period for acquired lease intangible assets is 7 years and 16 years for acquisitions completed during the three months ended March 31, 2016 and 2015 , respectively. (b) The weighted average amortization period for acquired lease intangible liabilities is 12 years and 20 years for acquisitions completed during the three months ended March 31, 2016 and 2015 , respectively. |
Schedule of condensed pro forma financial information | Condensed Pro Forma Financial Information The results of operations for the acquisitions accounted for as business combinations that were completed during the period, or after such period through the financial statement issuance date, for which financial information was available, 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 2016 acquisitions, including the acquisition of The Shoppes at Union Hill, were completed as of January 1, 2015 and as if the 2015 acquisitions completed through the date the March 31, 2015 financial statements were issued, including the acquisition of Tysons Corner on May 4, 2015, were completed as of January 1, 2014. The results of operations associated with the 2016 acquisition of the fee interest in Ashland & Roosevelt and the 2015 acquisition of a parcel at Lake Worth Towne Crossing have not been adjusted 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 Company’s actual results of operations 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 March 31, 2016 2015 Total revenues $ 151,026 $ 158,228 Net income $ 46,515 $ 12,104 Net income attributable to common shareholders $ 44,153 $ 9,742 Earnings per common share – basic and diluted: Net income per common share attributable to common shareholders $ 0.19 $ 0.04 Weighted average number of common shares outstanding – basic 236,578 236,250 |
Schedule of assets and liabilities of variable interest entities | Variable Interest Entities During the three months ended March 31, 2016 , the Company entered into an agreement with a qualified intermediary related to a potential 1031 Exchange. The Company loaned $65,419 to the VIE to acquire Oak Brook Promenade on March 29, 2016. The 1031 Exchange must be completed within 180 days after the acquisition date of the property in accordance with the applicable provisions of the Code. At the completion or expiration of the 1031 Exchange, the sole membership interest of the VIE will be assigned to the Company in satisfaction of the outstanding loan, resulting in the entity being wholly owned by the Company. The Company was deemed to be the primary beneficiary of the VIE as it has the ability to direct the activities of the VIE that most significantly impact its economic performance and has all of the risk and rewards of ownership. Accordingly, the Company consolidated the VIE. No value or income has been attributed to the noncontrolling interest. The assets of the VIE consist of the investment property which is operated by the Company. As of March 31, 2016 , the assets and liabilities of the VIE are as follows: March 31, Assets Land $ 10,343 Building and other improvements 50,057 Net investment properties 60,400 Acquired lease intangible assets 6,484 Total assets $ 66,884 Liabilities Loan due to the Company (a) $ 65,419 Other liabilities 1,430 Total liabilities $ 66,849 (a) Represents funds loaned by the Company to the VIE to acquire the property and has been eliminated in consolidation. |
Dispositions (Tables)
Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property dispositions | The Company closed on the following dispositions during the three months ended March 31, 2016: Date Property Name Property Type Square Footage Consideration Aggregate Proceeds, Net (a) Gain February 1, 2016 The Gateway (b) Multi-tenant retail 623,200 $ 75,000 $ (795 ) $ 3,868 February 10, 2016 Stateline Station Multi-tenant retail 142,600 17,500 17,210 4,253 March 30, 2016 Six Property Portfolio (c) Single-user retail 230,400 35,413 12 13,618 996,200 $ 127,913 $ 16,427 $ 21,739 (a) Aggregate proceeds are net of transaction costs and proceeds temporarily restricted related to potential 1031 Exchanges. (b) The property was disposed of through a lender-directed sale in full satisfaction of the Company’s $94,353 mortgage obligation. Immediately prior to the disposition, the lender reduced the Company’s loan obligation to $75,000 which was assumed by the buyer in connection with the disposition. Along with the loan reduction, the lender received the balance of the restricted escrows that they held and the rights to unpaid accounts receivable and forgave accrued interest, resulting in a net gain on extinguishment of debt of $13,653 . (c) Portfolio consists of the following properties: (i) Academy Sports – Houma, (ii) Academy Sports – Port Arthur, (iii) Academy Sports – San Antonio, (iv) CVS Pharmacy – Moore, (v) CVS Pharmacy – Saginaw and (vi) Rite Aid Store (Eckerd) – Olean. Proceeds of $34,973 from the dispositions are temporarily restricted related to potential 1031 Exchanges and are included in “Other assets, net” in the accompanying condensed consolidated balance sheets. The Company closed on the following dispositions during the three months ended March 31, 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 4,572 437,500 $ 36,283 $ 35,343 $ 4,572 (a) Aggregate proceeds are net of transaction costs. |
Schedule of assets associated with investment properties held for sale | The following table presents the assets associated with the investment property classified as held for sale: March 31, Assets Land, building and other improvements $ 4,203 Accumulated depreciation (1,412 ) Net investment properties 2,791 Other assets 52 Assets associated with investment properties held for sale $ 2,843 |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of unvested restricted shares and restricted stock units | The following table summarizes the Company’s unvested RSUs as of and for the three months ended March 31, 2016 : Unvested RSUs Weighted Average Grant Date Fair Value per RSU RSUs eligible for future conversion as of January 1, 2016 174 $ 14.20 RSUs granted 223 $ 13.26 RSUs eligible for future conversion as of March 31, 2016 (a) 397 $ 13.67 (a) As of March 31, 2016 , total unrecognized compensation expense related to unvested RSUs was $4,221 , which is expected to be amortized over a weighted average term of 3.1 years . The following table summarizes the Company’s unvested restricted shares as of and for the three months ended March 31, 2016 : Unvested Restricted Shares Weighted Average Grant Date Fair Value per Restricted Share Balance as of January 1, 2016 788 $ 15.52 Shares granted (a) 207 $ 14.26 Shares vested (330 ) $ 15.57 Shares forfeited (b) (6 ) $ 14.99 Balance as of March 31, 2016 (c) 659 $ 15.10 (a) Shares granted vest over periods ranging from 0.4 years to 3.9 years in accordance with the terms of applicable award documents. (b) Effective January 1, 2016, the Company made an accounting policy election to account for forfeitures when they occur. (c) As of March 31, 2016 , total unrecognized compensation expense related to unvested restricted shares was $5,610 , which is expected to be amortized over a weighted average term of 1.7 years . |
Mortgages Payable (Tables)
Mortgages Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of mortgages payable | The following table summarizes the Company’s mortgages payable: March 31, 2016 December 31, 2015 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) $ 1,031,316 6.03 % 3.9 $ 1,128,505 6.08 % 3.9 Premium, net of accumulated amortization 1,758 1,865 Discount, net of accumulated amortization (1 ) (1 ) Capitalized loan fees, net of accumulated amortization (6,630 ) (7,233 ) Mortgages payable, net $ 1,026,443 $ 1,123,136 (a) Includes $7,857 and $7,910 of variable rate mortgage debt that has been swapped to a fixed rate as of March 31, 2016 and December 31, 2015 , respectively. The fixed rate mortgages had interest rates ranging from 3.35% to 8.00% as of March 31, 2016 and December 31, 2015 . |
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 March 31, 2016 for the remainder of 2016 , 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 March 31, 2016 . 2016 2017 2018 2019 2020 Thereafter Total Debt: Fixed rate debt: Mortgages payable (a) $ 44,683 $ 226,637 $ 10,801 $ 443,447 $ 3,424 $ 302,324 $ 1,031,316 Unsecured credit facility – fixed rate portion of term loan (b) — — — — — 100,000 100,000 Unsecured notes payable (c) — — — — — 500,000 500,000 Total fixed rate debt 44,683 226,637 10,801 443,447 3,424 902,324 1,631,316 Variable rate debt: Unsecured credit facility — — 200,000 — 280,000 150,000 630,000 Total variable rate debt — — 200,000 — 280,000 150,000 630,000 Total debt (d) $ 44,683 $ 226,637 $ 210,801 $ 443,447 $ 283,424 $ 1,052,324 $ 2,261,316 Weighted average interest rate on debt: Fixed rate debt 4.73 % 5.09 % 6.74 % 7.50 % 4.80 % 4.14 % 5.22 % Variable rate debt (e) — — 1.88 % — 1.78 % 1.73 % 1.80 % Total 4.73 % 5.09 % 2.13 % 7.50 % 1.82 % 3.80 % 4.27 % (a) Includes $7,857 of variable rate mortgage debt that has been swapped to a fixed rate as of March 31, 2016 . Excludes mortgage premium of $1,758 and discount of $(1) , net of accumulated amortization, as of March 31, 2016 . (b) $100,000 of London Interbank Offered Rate (LIBOR)-based variable rate debt has been swapped to a fixed rate through December 31, 2017. The swap effectively converts one-month floating rate LIBOR to a fixed rate of 0.6591% over the term of the swap. (c) Excludes discount of $(1,060) , net of accumulated amortization, as of March 31, 2016 . (d) Total debt excludes capitalized loan fees of $(13,153) , net of accumulated amortization, as of March 31, 2016 which are included as a reduction to the respective debt balances. The weighted average years to maturity of consolidated indebtedness was 4.7 years as of March 31, 2016 . (e) Represents interest rates as of March 31, 2016 . |
Unsecured Notes Payable (Tables
Unsecured Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of unsecured notes payable | The following table summarizes the Company’s unsecured notes payable: March 31, 2016 December 31, 2015 Unsecured Notes Payable Maturity Date Principal Balance Interest Rate/ Weighted Average Interest Rate Principal Balance Interest Rate/ Weighted Average Interest Rate Senior notes – 4.12% Series A due 2021 June 30, 2021 $ 100,000 4.12 % $ 100,000 4.12 % Senior notes – 4.58% Series B due 2024 June 30, 2024 150,000 4.58 % 150,000 4.58 % Senior notes – 4.00% due 2025 March 15, 2025 250,000 4.00 % 250,000 4.00 % 500,000 4.20 % 500,000 4.20 % Discount, net of accumulated amortization (1,060 ) (1,090 ) Capitalized loan fees, net of accumulated amortization (3,233 ) (3,334 ) Total $ 495,707 $ 495,576 |
Unsecured Credit Facility (Tabl
Unsecured Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Summary of unsecured credit facility | The following table summarizes the Company’s Unsecured Credit Facility: March 31, 2016 December 31, 2015 Unsecured Credit Facility Balance Interest Rate/ Weighted Average Interest Rate Balance Interest Rate/ $250,000 unsecured term loan – fixed rate portion (a) $ 100,000 1.96 % $ — — % $250,000 unsecured term loan – variable rate portion 150,000 1.73 % — — % $200,000 unsecured term loan – variable rate 200,000 1.88 % — — % $450,000 unsecured term loan – fixed rate portion (b) — — % 300,000 1.99 % $450,000 unsecured term loan – variable rate portion — — % 150,000 1.88 % Subtotal 450,000 450,000 Capitalized loan fees, net of accumulated amortization (3,290 ) (2,474 ) Term loans, net 446,710 447,526 Revolving line of credit – variable rate (c) 280,000 1.78 % 100,000 1.93 % Total unsecured credit facility, net $ 726,710 1.82 % $ 547,526 1.95 % (a) As of March 31, 2016 , $100,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 0.6591% plus a credit spread based on a leverage grid ranging from 1.30% to 2.20% through December 31, 2017. The applicable credit spread was 1.30% as of March 31, 2016 . (b) As of December 31, 2015, $300,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 0.53875% plus a credit spread based on a leverage grid ranging from 1.45% to 2.00% through February 2016. The applicable credit spread was 1.45% as of December 31, 2015. (c) Excludes capitalized loan fees, which are included in “Other assets, net” in the accompanying condensed consolidated balance sheets. The following table summarizes the key terms of the Company’s Unsecured Credit Facility: Leverage-Based Pricing Ratings-Based Pricing Unsecured Credit Facility Maturity Date Extension Option Extension Fee Credit Spread Unused Fee Credit Spread Facility Fee $250,000 unsecured term loan 1/5/2021 N/A N/A 1.30% - 2.20% N/A 0.90% - 1.75% N/A $200,000 unsecured term loan 5/11/2018 2 one year 0.15% 1.45% - 2.20% N/A 1.05% - 2.05% N/A $750,000 unsecured revolving line of credit 1/5/2020 2 six month 0.075% 1.35% - 2.25% 0.15% - 0.25% 0.85% - 1.55% 0.125% - 0.30% |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, December 31, March 31, December 31, Interest rate swaps 2 2 $ 107,857 $ 307,910 |
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 included in “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques utilized are described in Note 13 to the condensed consolidated financial statements. Fair Value March 31, December 31, Derivatives designated as cash flow hedges: Interest rate swaps $ 52 $ 85 |
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 accompanying condensed consolidated statements of operations and other comprehensive income for the three months ended March 31, 2016 and 2015: 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 Gain Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Amount of Gain Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) 2016 2015 2016 2015 2016 2015 Interest rate swaps $ 53 $ 386 Interest expense $ 86 $ 291 Other income, net $ — $ (25 ) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Numerator: Income from continuing operations $ 25,687 $ 8,504 Gain on sales of investment properties 21,739 4,572 Preferred stock dividends (2,362 ) (2,362 ) Net income attributable to common shareholders 45,064 10,714 Distributions paid on unvested restricted shares (130 ) (66 ) Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ 44,934 $ 10,648 Denominator: Denominator for earnings per common share – basic: Weighted average number of common shares outstanding 236,578 (a) 236,250 (b) Effect of dilutive securities: Stock options 2 (c) 3 (c) RSUs 100 (d) — Denominator for earnings per common share – diluted: Weighted average number of common and common equivalent shares outstanding 236,680 236,253 (a) Excludes 659 shares of unvested restricted common stock, which equate to 725 shares on a weighted average basis for the three months ended March 31, 2016 . These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. (b) Excludes 871 shares of unvested restricted common stock, which equate to 611 shares on a weighted average basis for the three months ended March 31, 2015 . 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 53 and 64 shares of common stock as of March 31, 2016 and 2015 , respectively, at a weighted average exercise price of $19.39 and $19.32 , respectively. Of these totals, outstanding options to purchase 45 and 54 shares of common stock as of March 31, 2016 and 2015 , respectively, at a weighted average exercise price of $20.74 and $20.72 , 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 397 RSUs eligible for future conversion following the performance periods as of March 31, 2016 (see Note 5 to the condensed consolidated financial statements), which equate to 275 RSUs on a weighted average basis for the three months ended March 31, 2016 . 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 was the end of the contingency periods. |
Provision for Impairment of I34
Provision for Impairment of Investment Properties (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Schedule of identified impairment indicators | As of March 31, 2016 and 2015 , 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 March 31, 2016 and 2015 : March 31, 2016 March 31, 2015 Number of properties for which indicators of impairment were identified 5 6 (a) Less: number of properties for which an impairment charge was recorded 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 recorded 1 (b) 1 (c) Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary 3 5 Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties 9 % 66 % (a) Includes five properties which have subsequently been sold as of March 31, 2016 . (b) CVS Pharmacy – Oklahoma City was classified as held for sale as of March 31, 2016. This property was not considered impaired based upon the executed sales contract and it was sold on April 20, 2016 with an anticipated gain on sale of approximately $1,764 . (c) Hartford Insurance Building was classified as held for sale as of March 31, 2015. This property was not considered impaired based upon the executed sales contract and it was sold on April 7, 2015 with a gain on sale of $860 . |
Schedule of investment property impairment charges | The Company recorded the following investment property impairment charge during the three months ended March 31, 2016 : Property Name Property Type Impairment Date Square Footage Provision for Impairment of Investment Properties South Billings Center (a) Development March 31, 2016 — $ 2,164 Estimated fair value of impaired property as of impairment date $ 3,000 (a) The Company recorded an impairment charge based upon the terms and conditions of an executed sales contract. The property was not under active development as of March 31, 2016 . The Company did not record any impairment charges on investment properties during the three months ended March 31, 2015 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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. March 31, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities: Mortgages payable, net $ 1,026,443 $ 1,127,991 $ 1,123,136 $ 1,213,620 Unsecured notes payable, net $ 495,707 $ 496,297 $ 495,576 $ 486,701 Unsecured credit facility $ 726,710 $ 730,000 $ 547,526 $ 550,000 Derivative liability $ 52 $ 52 $ 85 $ 85 |
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 March 31, 2016 Derivative liability $ — $ 52 $ — $ 52 December 31, 2015 Derivative liability $ — $ 85 $ — $ 85 |
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 March 31, 2016 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 three months ended March 31, 2016, except for those properties sold prior to March 31, 2016. 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 March 31, 2016 Investment properties $ — $ 3,000 $ — $ 3,000 $ 2,164 (a) (a) Represents an impairment charge recorded during the three months ended March 31, 2016 for the Company’s South Billings Center development property, which was not under active development as of March 31, 2016 . Such charge, calculated as the expected sales price from the executed sales contract as compared to the Company’s carrying value of its investment, was based upon a Level 2 input. The Company did not have any assets measured at fair value on a nonrecurring basis as of December 31, 2015. |
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 March 31, 2016 Mortgages payable, net $ — $ — $ 1,127,991 $ 1,127,991 Unsecured notes payable, net $ 240,680 $ — $ 255,617 $ 496,297 Unsecured credit facility $ — $ — $ 730,000 $ 730,000 December 31, 2015 Mortgages payable, net $ — $ — $ 1,213,620 $ 1,213,620 Unsecured notes payable, net $ 239,482 $ — $ 247,219 $ 486,701 Unsecured credit facility $ — $ — $ 550,000 $ 550,000 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Details) | Mar. 31, 2016propertysubsidiary |
Organization and basis of presentation | |
Number of wholly-owned subsidiaries jointly elected to be treated as a TRS | subsidiary | 1 |
Operating properties | Wholly-owned | |
Organization and basis of presentation | |
Number of real estate properties owned | 192 |
Development properties | Wholly-owned | |
Organization and basis of presentation | |
Number of real estate properties owned | 1 |
Retail | Operating properties | Wholly-owned | |
Organization and basis of presentation | |
Number of real estate properties owned | 191 |
Office | Operating properties | Wholly-owned | |
Organization and basis of presentation | |
Number of real estate properties owned | 1 |
VIE | Operating properties | |
Organization and basis of presentation | |
Number of real estate properties owned | 1 |
VIE | Development properties | |
Organization and basis of presentation | |
Number of real estate properties owned | 0 |
VIE | Retail | Operating properties | |
Organization and basis of presentation | |
Number of real estate properties owned | 1 |
VIE | Office | Operating properties | |
Organization and basis of presentation | |
Number of real estate properties owned | 0 |
Investment properties held for sale | Operating properties | Wholly-owned | |
Organization and basis of presentation | |
Number of real estate properties owned | 1 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) $ in Thousands | Jan. 01, 2016USD ($) |
Accounting Policies [Abstract] | |
Cumulative effect of accounting change | $ 17 |
Acquisitions _ Summary of Acqui
Acquisitions – Summary of Acquisitions (Details) $ in Thousands | Apr. 01, 2016USD ($)ft² | Mar. 29, 2016USD ($)ft² | Jan. 15, 2016USD ($)ft²property | Mar. 24, 2015USD ($)ft² | Feb. 19, 2015USD ($)ft² | Jan. 23, 2015USD ($)ft² | Jan. 08, 2015USD ($)ft² | May. 03, 2016USD ($)ft² | Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($)ft² |
Shoppes at Hagerstown | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 113,000 | |||||||||
Acquisition price | $ 27,055 | |||||||||
Merrifield Town Center II | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 138,000 | |||||||||
Acquisition price | $ 45,676 | |||||||||
Oak Brook Promenade | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 183,200 | |||||||||
Acquisition price | $ 65,954 | |||||||||
2016 acquisitions | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 372,200 | |||||||||
Acquisition price | $ 138,685 | |||||||||
Shoppes at Hagerstown and Merrifield Town Center II | ||||||||||
Property acquisitions | ||||||||||
Number of properties acquired | property | 2 | |||||||||
Downtown Crown | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 258,000 | |||||||||
Acquisition price | $ 162,785 | |||||||||
Merrifield Town Center | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 84,900 | |||||||||
Acquisition price | $ 56,500 | |||||||||
Fort Evans Plaza II | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 228,900 | |||||||||
Acquisition price | $ 65,000 | |||||||||
Cedar Park Town Center | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 179,300 | |||||||||
Acquisition price | $ 39,057 | |||||||||
Parcel at Lake Worth Towne Crossing | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 0 | |||||||||
Purchase price of asset acquisition | $ 400 | |||||||||
2015 acquisitions | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 751,100 | |||||||||
Acquisition price | $ 323,742 | |||||||||
Retail | Merrifield Town Center II | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 76,000 | |||||||||
Storage | Merrifield Town Center II | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 62,000 | |||||||||
Subsequent events | The Shoppes at Union Hill | ||||||||||
Property acquisitions | ||||||||||
Square footage | ft² | 91,700 | 91,700 | ||||||||
Acquisition price | $ 63,060 | $ 63,060 | ||||||||
Mortgage debt assumed | $ 15,971 | $ 15,971 | ||||||||
Fixed interest rate (as a percent) | 3.75% | 3.75% | ||||||||
Subsequent events | Ashland & Roosevelt | ||||||||||
Property acquisitions | ||||||||||
Purchase price of asset acquisition | $ 13,850 | |||||||||
Gain on extinguishment of other liabilities | $ 6,978 |
Acquisitions _ Acquisition Date
Acquisitions – Acquisition Date Fair Values (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Acquisition date fair values: | ||
Total revenues | $ 148,639 | $ 153,197 |
Net income attributable to common shareholders | 45,064 | 10,714 |
2016 acquisitions | ||
Acquisition date fair values: | ||
Land | 43,174 | |
Building and other improvements | 86,692 | |
Acquired lease intangible assets | 11,787 | |
Acquired lease intangible liabilities | (2,968) | |
Net assets acquired | $ 138,685 | |
Weighted average amortization period, acquired lease intangible assets | 7 years | |
Weighted average amortization period, acquired lease intangible liabilities | 12 years | |
Transaction costs | $ 339 | |
2015 acquisitions | ||
Acquisition date fair values: | ||
Land | 102,487 | |
Building and other improvements | 206,241 | |
Acquired lease intangible assets | 33,631 | |
Acquired lease intangible liabilities | (18,617) | |
Net assets acquired | $ 323,742 | |
Weighted average amortization period, acquired lease intangible assets | 16 years | |
Weighted average amortization period, acquired lease intangible liabilities | 20 years | |
Transaction costs | $ 911 | |
Total revenues | 4,675 | |
Net income attributable to common shareholders | $ 1,401 | |
2015 and 2016 acquisitions | ||
Acquisition date fair values: | ||
Total revenues | 8,157 | |
Net income attributable to common shareholders | $ 1,987 |
Acquisitions _ Condensed Pro Fo
Acquisitions – Condensed Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Unaudited condensed pro forma financial information | ||
Total revenues | $ 151,026 | $ 158,228 |
Net income | 46,515 | 12,104 |
Net income attributable to common shareholders | $ 44,153 | $ 9,742 |
Earnings per common share – basic and diluted: | ||
Net income per common share attributable to common shareholders | $ 0.19 | $ 0.04 |
Weighted average number of common shares outstanding – basic | 236,578 | 236,250 |
Acquisitions _ Variable Interes
Acquisitions – Variable Interest Entities (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016USD ($)days | Dec. 31, 2015USD ($) | |
Assets | ||
Total assets | $ 60,400 | $ 0 |
VIE | ||
Variable interest entities | ||
Amount loaned to VIE for acquisition | $ 65,419 | |
Number of days to complete tax-deferred exchange | days | 180 | |
Assets | ||
Land | $ 10,343 | |
Building and other improvements | 50,057 | |
Net investment properties | 60,400 | |
Acquired lease intangible assets | 6,484 | |
Total assets | 66,884 | |
Liabilities | ||
Loan due to the Company | 65,419 | |
Other liabilities | 1,430 | |
Total liabilities | $ 66,849 |
Dispositions _ Summary of Dispo
Dispositions – Summary of Dispositions (Details) $ in Thousands | Mar. 30, 2016USD ($)ft²property | Feb. 10, 2016USD ($)ft² | Feb. 01, 2016USD ($)ft² | Feb. 27, 2015USD ($)ft² | Jan. 20, 2015USD ($)ft² | Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($)ft² |
Property dispositions | |||||||
Aggregate proceeds, net | $ 16,427 | $ 35,343 | |||||
Gain | 21,739 | 4,572 | |||||
Total debt | 2,261,316 | ||||||
Gain on extinguishment of debt | 13,653 | 0 | |||||
Proceeds temporarily restricted related to tax-deferred exchanges | 34,973 | $ 0 | |||||
The Gateway | |||||||
Property dispositions | |||||||
Square footage | ft² | 623,200 | ||||||
Consideration | $ 75,000 | ||||||
Net payment for disposition | (795) | ||||||
Gain | 3,868 | ||||||
Total debt | 94,353 | 94,353 | |||||
Loan obligation assumed by the buyer | 75,000 | 75,000 | |||||
Gain on extinguishment of debt | $ 13,653 | $ 13,653 | |||||
Stateline Station | |||||||
Property dispositions | |||||||
Square footage | ft² | 142,600 | ||||||
Consideration | $ 17,500 | ||||||
Aggregate proceeds, net | 17,210 | ||||||
Gain | $ 4,253 | ||||||
Six Property Portfolio | |||||||
Property dispositions | |||||||
Square footage | ft² | 230,400 | ||||||
Consideration | $ 35,413 | ||||||
Aggregate proceeds, net | 12 | ||||||
Gain | $ 13,618 | ||||||
Number of properties sold | property | 6 | ||||||
Proceeds temporarily restricted related to tax-deferred exchanges | $ 34,973 | ||||||
2016 dispositions | |||||||
Property dispositions | |||||||
Square footage | ft² | 996,200 | ||||||
Consideration | $ 127,913 | ||||||
Aggregate proceeds, net | 16,427 | ||||||
Gain | $ 21,739 | ||||||
Aon Hewitt East Campus | |||||||
Property dispositions | |||||||
Square footage | ft² | 343,000 | ||||||
Consideration | $ 17,233 | ||||||
Aggregate proceeds, net | 16,495 | ||||||
Gain | $ 0 | ||||||
Promenade at Red Cliff | |||||||
Property dispositions | |||||||
Square footage | ft² | 94,500 | ||||||
Consideration | $ 19,050 | ||||||
Aggregate proceeds, net | 18,848 | ||||||
Gain | $ 4,572 | ||||||
2015 dispositions | |||||||
Property dispositions | |||||||
Square footage | ft² | 437,500 | ||||||
Consideration | $ 36,283 | ||||||
Aggregate proceeds, net | 35,343 | ||||||
Gain | $ 4,572 |
Dispositions _ Assets of Proper
Dispositions – Assets of Property Classified as Held for Sale (Details) $ in Thousands | May. 03, 2016USD ($) | Mar. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) |
Assets | |||
Assets associated with investment properties held for sale | $ 2,843 | $ 0 | |
Investment properties held for sale | |||
Assets | |||
Land, building and other improvements | 4,203 | ||
Accumulated depreciation | (1,412) | ||
Net investment properties | 2,791 | ||
Other assets | 52 | ||
Assets associated with investment properties held for sale | $ 2,843 | ||
CVS Pharmacy – Oklahoma City | |||
Investment properties held for sale | |||
Square footage | ft² | 10,900 | ||
Subsequent events | CVS Pharmacy – Oklahoma City | |||
Investment properties held for sale | |||
Consideration | $ 4,676 |
Equity Compensation Plans (Deta
Equity Compensation Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Unvested restricted shares/RSUs | |||
Balance at the end of the period (in shares) | 659 | 659 | 871 |
Restricted shares | |||
Equity compensation plans | |||
Compensation expense | $ 1,369 | ||
Fair value of restricted shares vested | $ 4,701 | ||
Unvested restricted shares/RSUs | |||
Balance at the beginning of the period (in shares) | 788 | ||
Shares/RSUs granted (in shares) | 207 | ||
Shares vested (in shares) | (330) | ||
Shares forfeited (in shares) | (6) | ||
Balance at the end of the period (in shares) | 659 | 659 | |
Weighted average grant date fair value per restricted share/RSU | |||
Balance at the beginning of the period (in dollars per share) | $ 15.52 | ||
Shares/RSUs granted (in dollars per share) | 14.26 | ||
Shares vested (in dollars per share) | 15.57 | ||
Shares forfeited (in dollars per share) | 14.99 | ||
Balance at the end of the period (in dollars per share) | $ 15.10 | $ 15.10 | |
Compensation cost not yet recognized | |||
Total unrecognized compensation expense | $ 5,610 | $ 5,610 | |
Unrecognized compensation expense, period for recognition (in years) | 1 year 8 months 15 days | ||
RSUs | |||
Equity compensation plans | |||
Vesting period for shares/RSUs granted | 1 year | ||
Conversion rate of RSUs into shares of common stock (as a percent) | 33.00% | ||
Conversion rate of RSUs into restricted shares (as a percent) | 67.00% | ||
Risk-free interest rate (as a percent) | 0.89% | ||
Common stock dividend yield (as a percent) | 4.66% | ||
Unvested restricted shares/RSUs | |||
Balance at the beginning of the period (in shares) | 174 | ||
Shares/RSUs granted (in shares) | 223 | ||
Balance at the end of the period (in shares) | 397 | 397 | |
Weighted average grant date fair value per restricted share/RSU | |||
Balance at the beginning of the period (in dollars per share) | $ 14.20 | ||
Shares/RSUs granted (in dollars per share) | 13.26 | ||
Balance at the end of the period (in dollars per share) | $ 13.67 | $ 13.67 | |
Compensation cost not yet recognized | |||
Total unrecognized compensation expense | $ 4,221 | $ 4,221 | |
Unrecognized compensation expense, period for recognition (in years) | 3 years 1 month 10 days | ||
Restricted shares and RSUs | |||
Equity compensation plans | |||
Compensation expense | $ 2,026 | ||
Stock options | |||
Equity compensation plans | |||
Number of outstanding options to purchase shares of common stock | 53 | 53 | |
Minimum | Restricted shares | |||
Equity compensation plans | |||
Vesting period for shares/RSUs granted | 5 months | ||
Minimum | RSUs | |||
Equity compensation plans | |||
Conversion rate of RSUs if threshold met (as a percent) | 50.00% | ||
Maximum | Restricted shares | |||
Equity compensation plans | |||
Vesting period for shares/RSUs granted | 3 years 11 months | ||
Maximum | RSUs | |||
Equity compensation plans | |||
Conversion rate of RSUs if threshold met (as a percent) | 200.00% |
Mortgages Payable _ Summary (De
Mortgages Payable – Summary (Details) $ in Thousands | Mar. 31, 2016USD ($)propertyloan | Feb. 01, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($)propertyloan | Mar. 31, 2015USD ($) |
Mortgages payable | |||||
Total debt | $ 2,261,316 | $ 2,261,316 | |||
Weighted average interest rate (as a percent) | 4.27% | 4.27% | |||
Gain on extinguishment of debt | $ 13,653 | $ 0 | |||
Fixed rate debt | |||||
Mortgages payable | |||||
Total debt | $ 1,631,316 | $ 1,631,316 | |||
Weighted average interest rate (as a percent) | 5.22% | 5.22% | |||
Variable rate debt | |||||
Mortgages payable | |||||
Total debt | $ 630,000 | $ 630,000 | |||
Weighted average interest rate (as a percent) | 1.80% | 1.80% | |||
Mortgages payable | |||||
Mortgages payable | |||||
Premium, net of accumulated amortization | $ 1,758 | $ 1,865 | $ 1,758 | ||
Discount, net of accumulated amortization | (1) | (1) | (1) | ||
Capitalized loan fees, net of accumulated amortization | (6,630) | (7,233) | (6,630) | ||
Mortgages payable, net | 1,026,443 | 1,123,136 | 1,026,443 | ||
Notional amount | 7,857 | 7,910 | 7,857 | ||
Scheduled principal payments related to amortizing loans | 2,836 | 2,836 | |||
Amount of mortgage loans guaranteed | $ 1,964 | $ 1,964 | |||
Number of mortgage loans guaranteed | loan | 1 | 1 | |||
Mortgages payable | Fixed rate debt | |||||
Mortgages payable | |||||
Total debt | $ 1,031,316 | $ 1,128,505 | $ 1,031,316 | ||
Weighted average interest rate (as a percent) | 6.03% | 6.08% | 6.03% | ||
Weighted average years to maturity | 3 years 11 months | 3 years 11 months | |||
IW JV 2009 LLC | |||||
Mortgages payable | |||||
Cross-collateralized mortgage loan balance | $ 394,467 | $ 394,467 | |||
Number of properties in cross-collateralized mortgage | property | 48 | 48 | |||
Minimum | Mortgages payable | Fixed rate debt | |||||
Mortgages payable | |||||
Fixed interest rate (as a percent) | 3.35% | 3.35% | 3.35% | ||
Maximum | Mortgages payable | Fixed rate debt | |||||
Mortgages payable | |||||
Fixed interest rate (as a percent) | 8.00% | 8.00% | 8.00% | ||
The Gateway | |||||
Mortgages payable | |||||
Total debt | $ 94,353 | $ 94,353 | $ 94,353 | ||
Fixed interest rate (as a percent) | 6.57% | 6.57% | |||
Loan obligation assumed by the buyer | 75,000 | $ 75,000 | |||
Gain on extinguishment of debt | $ 13,653 | $ 13,653 |
Mortgages Payable _ Debt Maturi
Mortgages Payable – Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Feb. 29, 2016 |
Debt maturities | |||
2,016 | $ 44,683 | ||
2,017 | 226,637 | ||
2,018 | 210,801 | ||
2,019 | 443,447 | ||
2,020 | 283,424 | ||
Thereafter | 1,052,324 | ||
Total | $ 2,261,316 | ||
Weighted average interest rate on debt (as a percent) | |||
2,016 | 4.73% | ||
2,017 | 5.09% | ||
2,018 | 2.13% | ||
2,019 | 7.50% | ||
2,020 | 1.82% | ||
Thereafter | 3.80% | ||
Total | 4.27% | ||
Mortgages payable | |||
Weighted average interest rate on debt (as a percent) | |||
Notional amount | $ 7,857 | $ 7,910 | |
Premium, net of accumulated amortization | 1,758 | 1,865 | |
Discount, net of accumulated amortization | (1) | (1) | |
Capitalized loan fees, net of accumulated amortization | (6,630) | (7,233) | |
Unsecured notes payable | |||
Weighted average interest rate on debt (as a percent) | |||
Discount, net of accumulated amortization | (1,060) | (1,090) | |
Capitalized loan fees, net of accumulated amortization | (3,233) | (3,334) | |
Consolidated indebtedness | |||
Weighted average interest rate on debt (as a percent) | |||
Capitalized loan fees, net of accumulated amortization | $ (13,153) | ||
Weighted average years to maturity | 4 years 8 months 15 days | ||
Fixed rate debt | |||
Debt maturities | |||
2,016 | $ 44,683 | ||
2,017 | 226,637 | ||
2,018 | 10,801 | ||
2,019 | 443,447 | ||
2,020 | 3,424 | ||
Thereafter | 902,324 | ||
Total | $ 1,631,316 | ||
Weighted average interest rate on debt (as a percent) | |||
2,016 | 4.73% | ||
2,017 | 5.09% | ||
2,018 | 6.74% | ||
2,019 | 7.50% | ||
2,020 | 4.80% | ||
Thereafter | 4.14% | ||
Total | 5.22% | ||
Fixed rate debt | Mortgages payable | |||
Debt maturities | |||
2,016 | $ 44,683 | ||
2,017 | 226,637 | ||
2,018 | 10,801 | ||
2,019 | 443,447 | ||
2,020 | 3,424 | ||
Thereafter | 302,324 | ||
Total | $ 1,031,316 | $ 1,128,505 | |
Weighted average interest rate on debt (as a percent) | |||
Total | 6.03% | 6.08% | |
Weighted average years to maturity | 3 years 11 months | 3 years 11 months | |
Fixed rate debt | Unsecured credit facility | |||
Debt maturities | |||
2,016 | $ 0 | ||
2,017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 100,000 | ||
Total | 100,000 | ||
Fixed rate debt | Unsecured notes payable | |||
Debt maturities | |||
2,016 | 0 | ||
2,017 | 0 | ||
2,018 | 0 | ||
2,019 | 0 | ||
2,020 | 0 | ||
Thereafter | 500,000 | ||
Total | 500,000 | ||
Variable rate debt | |||
Debt maturities | |||
2,016 | 0 | ||
2,017 | 0 | ||
2,018 | 200,000 | ||
2,019 | 0 | ||
2,020 | 280,000 | ||
Thereafter | 150,000 | ||
Total | $ 630,000 | ||
Weighted average interest rate on debt (as a percent) | |||
2,016 | 0.00% | ||
2,017 | 0.00% | ||
2,018 | 1.88% | ||
2,019 | 0.00% | ||
2,020 | 1.78% | ||
Thereafter | 1.73% | ||
Total | 1.80% | ||
Variable rate debt | Unsecured credit facility | |||
Debt maturities | |||
2,016 | $ 0 | ||
2,017 | 0 | ||
2,018 | 200,000 | ||
2,019 | 0 | ||
2,020 | 280,000 | ||
Thereafter | 150,000 | ||
Total | 630,000 | ||
$100,000 interest rate swap due 2017 | |||
Weighted average interest rate on debt (as a percent) | |||
Notional amount | $ 100,000 | $ 100,000 | |
Fixed interest rate (as a percent) | 0.6591% | 0.6591% | |
LIBOR | $100,000 interest rate swap due 2017 | |||
Weighted average interest rate on debt (as a percent) | |||
Reference rate for variable interest rate | one-month floating rate LIBOR |
Unsecured Notes Payable (Detail
Unsecured Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Unsecured notes payable | ||
Principal balance | $ 495,707 | $ 495,576 |
Senior Notes | ||
Unsecured notes payable | ||
Principal balance | 500,000 | 500,000 |
Discount, net of accumulated amortization | (1,060) | (1,090) |
Capitalized loan fees, net of accumulated amortization | $ (3,233) | $ (3,334) |
Weighted average interest rate (as a percent) | 4.20% | 4.20% |
Senior Notes | 4.12% Series A Senior Notes Due 2021 | ||
Unsecured notes payable | ||
Principal balance | $ 100,000 | $ 100,000 |
Stated interest rate (as a percent) | 4.12% | 4.12% |
Senior Notes | 4.58% Series B Senior Notes Due 2024 | ||
Unsecured notes payable | ||
Principal balance | $ 150,000 | $ 150,000 |
Stated interest rate (as a percent) | 4.58% | 4.58% |
Senior Notes | 4.00% Senior Notes Due 2025 | ||
Unsecured notes payable | ||
Principal balance | $ 250,000 | $ 250,000 |
Stated interest rate (as a percent) | 4.00% | 4.00% |
Unsecured Credit Facility (Deta
Unsecured Credit Facility (Details) $ in Thousands | Mar. 31, 2016USD ($) | Jan. 06, 2016USD ($)extension_options | Dec. 31, 2015USD ($) | Feb. 29, 2016USD ($) | Feb. 24, 2016USD ($) |
Unsecured credit facility | |||||
Amount borrowed | $ 280,000 | $ 100,000 | |||
Unsecured credit facility | |||||
Unsecured credit facility | |||||
Aggregate borrowing capacity | 1,000,000 | ||||
Amount borrowed | $ 726,710 | 547,526 | |||
Unsecured credit facility | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Aggregate borrowing capacity | $ 1,200,000 | ||||
Additional borrowing capacity | 400,000 | ||||
Maximum borrowing capacity | 1,600,000 | ||||
Unsecured revolving line of credit | |||||
Unsecured credit facility | |||||
Aggregate borrowing capacity | 550,000 | ||||
Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Aggregate borrowing capacity | $ 750,000 | ||||
Number of extension options | extension_options | 2 | ||||
Revolving line of credit, period of extension of maturity (in years) | 6 months | ||||
Revolving line of credit, extension fee as a percentage of commitment amount | 0.075% | ||||
$250,000 term loan | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.30% | ||||
$250,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Principal amount | $ 250,000 | ||||
$200,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Principal amount | $ 200,000 | ||||
Number of extension options | extension_options | 2 | ||||
Term loan, period of extension of maturity (in years) | 1 year | ||||
Term loan, extension fee as a percentage of amount outstanding | 0.15% | ||||
Unsecured term loans | |||||
Unsecured credit facility | |||||
Principal amount | $ 450,000 | ||||
Variable interest rate spread (as a percent) | 1.45% | ||||
Amount borrowed | $ 450,000 | $ 450,000 | |||
Capitalized loan fees, net of accumulated amortization | (3,290) | (2,474) | |||
Term loans, net | 446,710 | 447,526 | |||
Fixed rate debt | $250,000 term loan | |||||
Unsecured credit facility | |||||
Amount borrowed | $ 100,000 | ||||
Interest rate (as percent) | 1.96% | ||||
Fixed rate debt | Unsecured term loans | |||||
Unsecured credit facility | |||||
Amount borrowed | $ 300,000 | ||||
Interest rate (as percent) | 1.99% | ||||
Variable rate debt | Unsecured revolving line of credit | |||||
Unsecured credit facility | |||||
Amount borrowed | $ 280,000 | $ 100,000 | |||
Interest rate (as percent) | 1.78% | 1.93% | |||
Variable rate debt | $250,000 term loan | |||||
Unsecured credit facility | |||||
Amount borrowed | $ 150,000 | ||||
Interest rate (as percent) | 1.73% | ||||
Variable rate debt | $200,000 term loan | |||||
Unsecured credit facility | |||||
Amount borrowed | $ 200,000 | ||||
Interest rate (as percent) | 1.88% | ||||
Variable rate debt | Unsecured term loans | |||||
Unsecured credit facility | |||||
Amount borrowed | $ 150,000 | ||||
Interest rate (as percent) | 1.88% | ||||
Minimum | Unsecured credit facility | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.45% | ||||
Minimum | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Quarterly unused fees (as a percent) | 0.15% | ||||
Minimum | $250,000 term loan | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.30% | ||||
Minimum | Unsecured term loans | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.45% | ||||
Minimum | Investment grade rated | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Facility fee (as a percent) | 0.125% | ||||
Maximum | Unsecured credit facility | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.05% | ||||
Maximum | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Quarterly unused fees (as a percent) | 0.25% | ||||
Maximum | $250,000 term loan | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.20% | ||||
Maximum | Unsecured term loans | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.00% | ||||
Maximum | Investment grade rated | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Facility fee (as a percent) | 0.30% | ||||
Weighted average | Unsecured credit facility | |||||
Unsecured credit facility | |||||
Interest rate (as percent) | 1.82% | 1.95% | |||
LIBOR | Unsecured credit facility | |||||
Unsecured credit facility | |||||
Reference rate for variable interest rate | LIBOR | LIBOR | |||
LIBOR | Minimum | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.35% | ||||
LIBOR | Minimum | $250,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.30% | ||||
LIBOR | Minimum | $200,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.45% | ||||
LIBOR | Minimum | Investment grade rated | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 0.85% | ||||
LIBOR | Minimum | Investment grade rated | $250,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 0.90% | ||||
LIBOR | Minimum | Investment grade rated | $200,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.05% | ||||
LIBOR | Maximum | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.25% | ||||
LIBOR | Maximum | $250,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.20% | ||||
LIBOR | Maximum | $200,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.20% | ||||
LIBOR | Maximum | Investment grade rated | Unsecured revolving line of credit | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.55% | ||||
LIBOR | Maximum | Investment grade rated | $250,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 1.75% | ||||
LIBOR | Maximum | Investment grade rated | $200,000 term loan | KeyBank and Wells Fargo Syndicate | |||||
Unsecured credit facility | |||||
Variable interest rate spread (as a percent) | 2.05% | ||||
$100,000 interest rate swap due 2017 | |||||
Unsecured credit facility | |||||
Notional amount | $ 100,000 | $ 100,000 | |||
Fixed interest rate (as a percent) | 0.6591% | 0.6591% | |||
$100,000 interest rate swap due 2017 | LIBOR | |||||
Unsecured credit facility | |||||
Reference rate for variable interest rate | one-month floating rate LIBOR | ||||
$300,000 interest rate swap due 2016 | |||||
Unsecured credit facility | |||||
Notional amount | $ 300,000 | $ 300,000 | |||
Fixed interest rate (as a percent) | 0.53875% |
Derivatives _ Interest Rate Swa
Derivatives – Interest Rate Swaps Designated as Cash Flow Hedges (Details) $ in Thousands | Mar. 31, 2016USD ($)instrument | Feb. 29, 2016USD ($) | Feb. 24, 2016USD ($) | Dec. 31, 2015USD ($)instrument |
Interest rate swaps | Cash flow hedges | ||||
Interest rate derivatives | ||||
Number of instruments | instrument | 2 | 2 | ||
Notional | $ 107,857 | $ 307,910 | ||
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 | $ 131 | |||
Fair value of derivative liability | 52 | $ 85 | ||
$100,000 interest rate swap due 2017 | ||||
Interest rate derivatives | ||||
Notional | $ 100,000 | $ 100,000 | ||
Fixed interest rate (as a percent) | 0.6591% | 0.6591% | ||
Fair value of derivative liability | $ 12 | |||
$300,000 interest rate swap due 2016 | ||||
Interest rate derivatives | ||||
Notional | $ 300,000 | $ 300,000 | ||
Fixed interest rate (as a percent) | 0.53875% | |||
Mortgages payable | ||||
Interest rate derivatives | ||||
Notional | $ 7,857 | $ 7,910 |
Derivatives _ Estimated Fair Va
Derivatives – Estimated Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Interest rate swaps | Cash flow hedges | ||
Fair value of derivatives | ||
Fair value of derivatives | $ 52 | $ 85 |
Derivatives _ Effect on Stateme
Derivatives – Effect on Statements of Operations (Details) - Interest rate swaps - Cash flow hedges - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Loss (gain) on derivative instruments | ||
Amount of loss recognized in other comprehensive income on derivative (effective portion) | $ 53 | $ 386 |
Amount of loss reclassified from AOCI into income (effective portion) | 86 | 291 |
Amount of gain recognized in income on derivative (ineffective portion and amount excluded from effectiveness testing) | $ 0 | $ (25) |
Equity (Details)
Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 33 Months Ended | |
Dec. 31, 2015 | Nov. 30, 2015 | Mar. 31, 2016 | |
2015 ATM Equity Program | |||
Equity | |||
Maximum aggregate offering price | $ 250,000 | ||
Aggregate offering price of remaining common shares available for sale | $ 250,000 | ||
2013 ATM Equity Program | |||
Equity | |||
Maximum aggregate offering price | $ 200,000 | ||
2015 Share Repurchase Program | |||
Equity | |||
Maximum authorized amount for stock repurchases | $ 250,000 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Numerator: | |||||
Income from continuing operations | $ 25,687 | $ 8,504 | |||
Gain on sales of investment properties | 21,739 | 4,572 | |||
Preferred stock dividends | (2,362) | (2,362) | |||
Net income attributable to common shareholders | 45,064 | 10,714 | |||
Distributions paid on unvested restricted shares | (130) | (66) | |||
Net income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ 44,934 | $ 10,648 | |||
Denominator for earnings per common share – basic: | |||||
Weighted average number of common shares outstanding | 236,578 | 236,250 | |||
Effect of dilutive securities: | |||||
Stock options | 2 | 3 | |||
RSUs | 100 | 0 | |||
Denominator for earnings per common share – diluted: | |||||
Weighted average number of common and common equivalent shares outstanding | 236,680 | 236,253 | |||
Earnings per share, other disclosures | |||||
Unvested restricted common stock | 659 | 871 | 659 | 871 | |
Weighted average number of shares of restricted common stock | 725 | 611 | |||
RSUs | |||||
Earnings per share, other disclosures | |||||
Unvested restricted common stock | 397 | 397 | 174 | ||
Antidilutive securities excluded from computation of earnings per share | |||||
Number of RSUs eligible for future conversion | 397 | 397 | |||
Weighted average number of RSUs | 275 | ||||
Stock options | |||||
Antidilutive securities excluded from computation of earnings per share | |||||
Number of outstanding options to purchase shares of common stock | 53 | 64 | 53 | 64 | |
Weighted average exercise price of outstanding options (in dollars per share) | $ 19.39 | $ 19.32 | $ 19.39 | $ 19.32 | |
Number of outstanding options to purchase shares of common stock that would be anti-dilutive | 45 | 54 | |||
Weighted average exercise price of outstanding options excluded from diluted EPS calculation (in dollars per share) | $ 20.74 | $ 20.72 |
Provision for Impairment of I54
Provision for Impairment of Investment Properties (Details) $ in Thousands | Apr. 20, 2016USD ($) | Apr. 07, 2015USD ($) | May. 03, 2016USD ($) | Mar. 31, 2016USD ($)property | Mar. 31, 2015USD ($)property |
Provision for impairment of investment properties | |||||
Number of properties for which indicators of impairment were identified | property | 5 | 6 | |||
Number of properties for which an impairment charge was recorded | property | 1 | 0 | |||
Number of properties held for sale with impairment indicators but not impaired | property | 1 | 1 | |||
Remaining properties for which indicators of impairment were identified but no impairment was considered necessary | property | 3 | 5 | |||
Weighted average percentage by which projected undiscounted cash flows exceeded carrying value for each of the remaining properties | 9.00% | 66.00% | |||
Number of properties with impairment indicators which were subsequently sold | property | 5 | ||||
Gain on sales of investment properties | $ 21,739 | $ 4,572 | |||
Provision for impairment of investment properties | 2,164 | $ 0 | |||
CVS Pharmacy – Oklahoma City | Subsequent events | |||||
Provision for impairment of investment properties | |||||
Gain on sales of investment properties | $ 1,764 | $ 1,764 | |||
Hartford Insurance Building | |||||
Provision for impairment of investment properties | |||||
Gain on sales of investment properties | $ 860 | ||||
South Billings Center | |||||
Provision for impairment of investment properties | |||||
Provision for impairment of investment properties | 2,164 | ||||
Estimated fair value of impaired property as of impairment date | $ 3,000 |
Fair Value Measurements _ Fair
Fair Value Measurements – Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Financial liabilities: | ||
Mortgages payable, net | $ 1,026,443 | $ 1,123,136 |
Unsecured notes payable, net | 495,707 | 495,576 |
Carrying value | ||
Financial liabilities: | ||
Mortgages payable, net | 1,026,443 | 1,123,136 |
Unsecured notes payable, net | 495,707 | 495,576 |
Unsecured credit facility | 726,710 | 547,526 |
Derivative liability | 52 | 85 |
Fair value | ||
Financial liabilities: | ||
Mortgages payable, net | 1,127,991 | 1,213,620 |
Unsecured notes payable, net | 496,297 | 486,701 |
Unsecured credit facility | 730,000 | 550,000 |
Derivative liability | $ 52 | $ 85 |
Fair Value Measurements _ Recur
Fair Value Measurements – Recurring Fair Value Measurements (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair value measurements | ||
Derivative liability | $ 52 | $ 85 |
Fair value, Level 2 | ||
Fair value measurements | ||
Derivative liability | $ 52 | $ 85 |
Fair Value Measurements _ Nonre
Fair Value Measurements – Nonrecurring Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair value measurements | ||
Provision for impairment | $ 2,164 | $ 0 |
Nonrecurring Fair Value Measurements | ||
Fair value measurements | ||
Fair value of investment properties | 3,000 | |
Provision for impairment | 2,164 | |
Nonrecurring Fair Value Measurements | Fair value, Level 2 | ||
Fair value measurements | ||
Fair value of investment properties | $ 3,000 |
Fair Value Measurements _ Fai58
Fair Value Measurements – Fair Value Disclosures (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair value measurements | ||
Mortgages payable, net | $ 1,026,443 | $ 1,123,136 |
Unsecured notes payable, net | 495,707 | 495,576 |
Fair value, Level 1 | ||
Fair value measurements | ||
Unsecured notes payable, net | 240,680 | 239,482 |
Fair value, Level 3 | ||
Fair value measurements | ||
Mortgages payable, net | 1,127,991 | 1,213,620 |
Unsecured notes payable, net | 255,617 | 247,219 |
Unsecured credit facility | 730,000 | 550,000 |
Fair value, Total | ||
Fair value measurements | ||
Mortgages payable, net | 1,127,991 | 1,213,620 |
Unsecured notes payable, net | 496,297 | 486,701 |
Unsecured credit facility | $ 730,000 | $ 550,000 |
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) | 3.90% | 6.00% |
Unsecured notes payable | ||
Fair value measurements | ||
Unsecured notes payable, net | $ 500,000 | $ 500,000 |
Unsecured term loans | ||
Fair value measurements | ||
Discount rate (as a percent) | 1.30% | |
Unsecured term loans | Weighted average | ||
Fair value measurements | ||
Discount rate (as a percent) | 1.37% | |
Unsecured revolving line of credit | ||
Fair value measurements | ||
Discount rate (as a percent) | 1.35% | 1.35% |
4.00% Senior Notes Due 2025 | Unsecured notes payable | ||
Fair value measurements | ||
Unsecured notes payable, net | $ 250,000 | $ 250,000 |
Stated interest rate (as a percent) | 4.00% | 4.00% |
Series A and B Senior Notes | Unsecured notes payable | Weighted average | ||
Fair value measurements | ||
Discount rate (as a percent) | 4.25% | 4.64% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Guarantees - Mortgages payable $ in Thousands | Mar. 31, 2016USD ($)loan |
Commitments and contingencies | |
Amount of mortgage loans guaranteed | $ | $ 1,964 |
Number of mortgage loans guaranteed | loan | 1 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Thousands | Apr. 26, 2016$ / shares | Apr. 20, 2016USD ($) | Apr. 01, 2016USD ($)ft² | Mar. 31, 2016 | Dec. 31, 2015 | May. 03, 2016USD ($)ft² | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares |
Subsequent events | ||||||||
Repayment of mortgage payable | $ 2,836 | $ 71,505 | ||||||
Gain on sales of investment properties | $ 21,739 | $ 4,572 | ||||||
Preferred stock dividends declared (per share) | $ / shares | $ 0.4375 | $ 0.4375 | ||||||
Common stock dividends declared (per share) | $ / shares | $ 0.165625 | $ 0.165625 | ||||||
7.00% Series A cumulative redeemable preferred stock | ||||||||
Subsequent events | ||||||||
Preferred stock, dividend rate | 7.00% | 7.00% | ||||||
Subsequent events | Mortgages payable | ||||||||
Subsequent events | ||||||||
Repayment of mortgage payable | $ 6,594 | |||||||
Fixed interest rate (as a percent) | 7.30% | |||||||
Subsequent events | The Shoppes at Union Hill | ||||||||
Subsequent events | ||||||||
Fixed interest rate (as a percent) | 3.75% | 3.75% | ||||||
Square footage | ft² | 91,700 | 91,700 | ||||||
Gross purchase price | $ 63,060 | $ 63,060 | ||||||
Mortgage debt assumed | $ 15,971 | 15,971 | ||||||
Subsequent events | Ashland & Roosevelt | ||||||||
Subsequent events | ||||||||
Purchase price of asset acquisition | 13,850 | |||||||
Gain on extinguishment of other liabilities | $ 6,978 | |||||||
Subsequent events | CVS Pharmacy – Oklahoma City | ||||||||
Subsequent events | ||||||||
Square footage | ft² | 10,900 | |||||||
Sales price | $ 4,676 | |||||||
Gain on sales of investment properties | $ 1,764 | $ 1,764 | ||||||
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 |
Uncategorized Items - rpai-2016
Label | Element | Value |
Accumulated Distributions in Excess of Net Income [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (17,000) |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 17,000 |