Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications |
Certain amounts in the Company’s 2014 consolidated financial statements and supporting note disclosures have been reclassified to conform to the current period presentation. Such reclassifications did not impact previously reported net income or accumulated deficit. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and disclosures of Components of an Entity.” Under this guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The guidance also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The Company adopted this guidance effective January 1, 2015. The Company has not previously had discontinued operations and as such, does not expect this guidance to have a significant impact on its consolidated financial statements. |
|
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. ASU 2014-09 outlines a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is prohibited. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact of the adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements. |
In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period,” which requires a reporting entity to treat a performance target that affects vesting, and that could be achieved after the requisite service period, as a performance condition. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. ASU 2014-12 may be adopted either prospectively for share-based payment awards granted or modified on or after the effective date, or retrospectively, using a modified retrospective approach. The modified retrospective approach would apply to share-based payment awards outstanding as of the beginning of the earliest annual period presented in the financial statements on adoption, and to all new or modified awards thereafter. The Company does not expect the adoption of ASU 2014-12 to have a material impact on its consolidated financial statements. |
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” This guidance is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. ASU 2015-02 amends the criteria for determining if a service provider possesses a variable interest in a VIE, and eliminates the presumption that a general partner should consolidate a limited partnership. The Company does not expect the adoption of this standard to materially impact its consolidated financial statements. |
In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” This guidance requires debt issuance costs related to a recognized debt liability to be presented as a direct deduction from the carrying amount of that debt liability. The new guidance will only impact financial statement presentation. The guidance is effective in the first quarter of 2016 and allows for early adoption. The Company does not expect the adoption of this standard to materially impact its consolidated financial statements. |
Fair Value Disclosures | Derivative Financial Instruments |
Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves. |
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. In conjunction with the Financial Accounting Standards Board’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. |
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 the Company and its counterparties. However, as of March 31, 2015, the Company had assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments were not significant to the overall valuation of its derivatives. As a result, the Company determined that its derivative valuations in their entirety were classified in Level 2 of the fair value hierarchy. |
|
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2015, aggregated by the level in the fair value hierarchy within which those measurements fall. |
|
| | | | | | | | | | | | | | | | |
| | March 31, | | | Fair Value Measurements at Reporting Date Using | |
Description | | 2015 | | Quoted Prices in | | | Significant Other | | | Significant | |
| Active Markets | Observable | Unobservable |
| for Identical | Inputs (Level 2) | Inputs (Level 3) |
| Assets (Level 1) | | |
Other assets—Cash Flow Hedge Swap Agreements | | $ | 688 | | | $ | — | | | $ | 688 | | | $ | — | |
Other liabilities—Cash Flow Hedge Swap Agreements | | $ | (7,231 | ) | | $ | — | | | $ | (7,231 | ) | | $ | — | |
There were no transfers of assets and liabilities between Level 1 and Level 2 during the three months ended March 31, 2015. The Company did not have any significant assets or liabilities that are re-measured on a recurring basis using significant unobservable inputs as of March 31, 2015 or December 31, 2014. |
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis |
Long-lived assets held for use are evaluated for impairment when events or circumstances indicate there may be impairment. The Company reviews each store at least annually to determine if any such events or circumstances have occurred or exist. The Company focuses on stores where occupancy and/or rental income have decreased by a significant amount. For these stores, the Company determines whether the decrease is temporary or permanent, and whether the store will likely recover the lost occupancy and/or revenue in the short term. In addition, the Company carefully reviews stores in the lease-up stage and compares actual operating results to original projections. |
When the Company determines that an event that may indicate impairment has occurred, the Company compares the carrying value of the related long-lived assets to the undiscounted future net operating cash flows attributable to the assets. An impairment loss is recorded if the net carrying value of the assets exceeds the undiscounted future net operating cash flows attributable to the assets. The impairment loss recognized equals the excess of net carrying value over the related fair value of the assets. |
When real estate assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value of the assets, net of selling costs. If the estimated fair value, net of selling costs, of the assets that have been identified as held for sale is less than the net carrying value of the assets, a valuation allowance is established. The operations of assets held for sale or sold during the period are presented as part of normal operations for all periods presented. |
The Company assesses whether there are any indicators that the value of the Company’s investments in unconsolidated real estate ventures may be impaired annually and when events or circumstances indicate that there may be impairment. An investment is impaired if management’s estimate of the fair value of the investment is less than its carrying value. To the extent impairment has occurred, and is considered to be other than temporary, the loss is measured as the excess of the carrying amount of the investment over the fair value of the investment. |
In connection with the Company’s acquisition of stores, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their fair values, which are estimated using significant unobservable inputs. The value of the tangible assets, consisting of land and buildings, is determined as if vacant. Intangible assets, which represent the value of existing tenant relationships, are recorded at their fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers, which is based on the Company’s historical experience with turnover in its stores. Debt assumed as part of an acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related transaction costs are expensed as incurred. |
Fair Value of Financial Instruments |
The carrying values of cash and cash equivalents, restricted cash, receivables, other financial instruments included in other assets, accounts payable and accrued expenses, variable-rate notes payable, lines of credit and other liabilities reflected in the condensed consolidated balance sheets at March 31, 2015 and December 31, 2014 approximate fair value. |
The fair values of the Company’s notes receivable from Preferred Operating Partnership unit holders were based on the discounted estimated future cash flows of the notes (categorized within Level 3 of the fair value hierarchy); the discount rate used approximated the current market rate for loans with similar maturities and credit quality. The fair values of the Company’s fixed-rate notes payable and notes payable to trusts were estimated using the discounted estimated future cash payments to be made on such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximated current market rates for loans, or groups of loans, with similar maturities and credit quality. The fair value of the Company’s exchangeable senior notes was estimated using an average market price for similar securities obtained from a third party. |
The fair values of the Company’s fixed-rate assets and liabilities were as follows for the periods indicated: |
|
| | | | | | | | | | | | | | | | |
| | March 31, 2015 | | | December 31, 2014 | |
| | Fair | | | Carrying | | | Fair | | | Carrying | |
Value | Value | Value | Value |
Notes receivable from Preferred Operating Partnership unit holders | | $ | 129,102 | | | $ | 120,230 | | | $ | 126,380 | | | $ | 120,230 | |
Fixed rate notes payable and notes payable to trusts | | $ | 1,487,014 | | | $ | 1,438,400 | | | $ | 1,320,370 | | | $ | 1,283,893 | |
Exchangeable senior notes | | $ | 310,625 | | | $ | 250,000 | | | $ | 276,095 | | | $ | 250,000 | |
Earnings Per Common Share | Basic earnings per common share is computed using the two-class method by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. All outstanding unvested restricted stock awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common stockholders; accordingly, they are considered participating securities that are included in the two-class method. Diluted earnings per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the weighted average number of basic shares and the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued, and is calculated using either the two-class, treasury stock or as if-converted method, whichever is most dilutive. Potential common shares are securities (such as options, convertible debt, Series A Participating Redeemable Preferred Units (“Series A Units”), Series B Redeemable Preferred Units (“Series B Units”), Series C Convertible Redeemable Preferred Units (“Series C Units”), Series D Redeemable Preferred Units (“Series D Units”) and common Operating Partnership units (“OP Units”)) that do not have a current right to participate in earnings of the Company but could do so in the future by virtue of their option, redemption or conversion right. |
In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per common share, only potential common shares that are dilutive (those that reduce earnings per common share) are included. For the three months ended March 31, 2015 and 2014, options to purchase approximately 19,762 and 18,100 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive. |
The following table presents the number of Preferred Operating Partnership units, and the potential common shares, that were excluded from the computation of earnings per share as their effect would have been anti-dilutive, assuming full conversion at the average share price for the quarter of $65.59. |
|
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, | |
| | 2015 | | | 2014 | |
| | Number of | | | Equivalent | | | Number of | | | Equivalent | |
Units | Shares | Units | Shares |
| (if converted) | | (if converted) |
Series B Units | | | 1,676,087 | | | | 638,850 | | | | 1,342,727 | | | | 724,232 | |
Series C Units | | | 704,016 | | | | 451,884 | | | | 407,996 | | | | 370,585 | |
Series D Units | | | 548,390 | | | | 209,022 | | | | — | | | | — | |
| | | | | | | | | | | | | | | | |
| | | 2,928,493 | | | | 1,299,756 | | | | 1,750,723 | | | | 1,094,817 | |
| | | | | | | | | | | | | | | | |
|
The Operating Partnership had $250,000 of its 2.375% Exchangeable Senior Notes due 2033 (the “Notes”) issued and outstanding as of March 31, 2015. The Notes could potentially have a dilutive impact on the Company’s earnings per share calculations. The Notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the Notes. The exchange price of the Notes was $55.62 per share as of March 31, 2015, and could change over time as described in the indenture. The Company has irrevocably agreed to pay only cash for the accreted principal amount of the Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted principal amount in cash and/or common stock. |
Though the Company has retained that right, Accounting Standards Codification (“ASC”) 260, “Earnings per Share,” requires an assumption that shares would be used to pay the exchange obligation in excess of the accreted principal amount, and requires that those shares be included in the Company’s calculation of weighted average common shares outstanding for the diluted earnings per share computation. For the three months ended March 31, 2015, 682,502 shares related to the Notes were included in the computation for diluted earnings per share. For the three months ended March 31, 2014, no shares related to the Notes were included in the computation for diluted earnings per share as the exchange price exceeded the per share price of the Company’s common stock during this period. |
For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series A Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the positive intent and ability to settle at least $115,000 of the instrument in cash (or net settle a portion of the Series A Units against the related outstanding note receivable), only the amount of the instrument in excess of $115,000 is considered in the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by ASC 260-10-45-46. |
For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series B Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series B Units outstanding as of March 31, 2015 of $41,902 by the closing price of the Company’s common stock as of March 31, 2015 of $67.57 per share. Assuming full exchange for common shares as of March 31, 2015, 620,127 shares would have been issued to the holders of the Series B Units. |
For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series C Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series C Units outstanding as of March 31, 2015 of $29,639 by the closing price of the Company’s common stock as of March 31, 2015 of $67.57 per share. Assuming full exchange for common shares as of March 31, 2015, 438,641 shares would have been issued to the holders of the Series C Units. |
For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series D Units for common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent and ability to settle the redemption in shares, the Company divided the total value of the Series D Units outstanding as of March 31, 2015 of $13,710 by the closing price of the Company’s common stock as of March 31, 2015 of $67.57 per share. Assuming full exchange for common shares as of March 31, 2015, 202,901 shares would have been issued to the holders of Series D Units. |
|
The computation of earnings per common share was as follows for the periods presented: |
|
| | | | | | | | | | | | | | | | |
| | For the Three Months Ended | | | | | | | | | |
March 31, | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | |
Net income attributable to common stockholders | | $ | 53,742 | | | $ | 37,340 | | | | | | | | | |
Earnings and dividends allocated to participating securities | | | (119 | ) | | | (117 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Earnings for basic computations | | | 53,623 | | | | 37,223 | | | | | | | | | |
Earnings and dividends allocated to participating securities | | | 119 | | | | — | | | | | | | | | |
Income allocated to noncontrolling interest—Preferred Operating Partnership (Series A Units) and Operating Partnership | | | 3,635 | | | | 3,128 | | | | | | | | | |
Fixed component of income allocated to noncontrolling interest—Preferred Operating Partnership (Series A Units) | | | (1,274 | ) | | | (1,438 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income for diluted computations | | $ | 56,103 | | | $ | 38,913 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | | | | |
Average number of common shares outstanding—basic | | | 116,117,615 | | | | 115,438,325 | | | | | | | | | |
Series A Units | | | 875,480 | | | | 989,980 | | | | | | | | | |
OP Units | | | 4,365,879 | | | | 4,334,118 | | | | | | | | | |
Unvested restricted stock awards included for treasury stock method | | | 282,903 | | | | — | | | | | | | | | |
Shares related to exchangeable senior notes and dilutive stock options | | | 953,841 | | | | 300,422 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Average number of common shares outstanding—diluted | | | 122,595,718 | | | | 121,062,845 | | | | | | | | | |
| | | | | | | | | | |
Earnings per common share | | | | | | | | | | | | | | | | |
Basic | | $ | 0.46 | | | $ | 0.32 | | | | | | | | | |
Diluted | | $ | 0.46 | | | $ | 0.32 | | | | | | | | | |
Derivatives | DERIVATIVES |
|
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and by using derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposure that arises from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments and borrowings. |
Convertible Debt | GAAP requires entities with convertible debt instruments that may be settled entirely or partially in cash upon conversion to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s economic interest cost. The Company therefore accounts for the liability and equity components of the Notes separately. The equity component is included in additional paid-in capital in stockholders’ equity in the condensed consolidated balance sheets, and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component. The discount is being amortized as interest expense over the remaining period of the debt through its first redemption date, July 1, 2018. The effective interest rate on the liability component is 4.0%. |