SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Properties |
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Acquisition accounting was applied to real estate assets within the Rouse portfolio either when GGP emerged from bankruptcy in November 2010 or upon any subsequent acquisition. After acquisition accounting is applied, the real estate assets are carried at the cost basis less accumulated depreciation. Real estate taxes and interest costs incurred during development periods are capitalized. Capitalized interest costs are based on qualified expenditures and interest rates in place during the development period. Capitalized real estate taxes, interest and interest related costs are amortized over lives which are consistent with the developed assets. |
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Pre-development costs, which generally include legal and professional fees and other directly-related third party costs, are capitalized as part of the property being developed. In the event a development is no longer deemed to be probable, the costs previously capitalized are expensed. |
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Tenant improvements, either paid directly or in the form of construction allowances paid to tenants, are capitalized and depreciated over the shorter of the useful life or applicable lease term. Maintenance and repair costs are expensed when incurred. Expenditures for significant betterments and improvements are capitalized. In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company determines whether the allowance represents funding for the construction of leasehold improvements and evaluates the ownership of such improvements. If the Company is considered the owner of the leasehold improvements for accounting purposes, it capitalizes the amount of the tenant allowance and depreciates it over the shorter of the useful life of the leasehold improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event that the Company is not considered the owner of the improvements for accounting purposes, the allowance is capitalized as a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis. |
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Depreciation or amortization expense is computed using the straight-line method based upon the following estimated useful lives: |
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Buildings and improvements | 40 | | | | | | | | | | | | | | | |
Equipment and fixtures | 10-May | | | | | | | | | | | | | | | |
Tenant improvements | Shorter of useful life or applicable lease term | | | | | | | | | | | | | | | |
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Impairment |
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Operating properties and intangible assets |
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Accounting for the impairment or disposal of long-lived assets require that if impairment indicators exist and the undiscounted cash flows expected to be generated by an asset are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of such asset to its fair value. The Company reviews all real estate assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment indicators are assessed separately for each property and include, but are not limited to, significant decreases in real estate property net operating income and occupancy percentages, high loan to value ratios, and carrying values in excess of the fair values. Impairment indicators for pre-development costs, which are typically costs incurred during the beginning stages of a potential development and developments in progress, are assessed by project and include, but are not limited to, significant changes to the Company’s plans with respect to the project, significant changes in projected completion dates, revenues or cash flows, development costs, market factors and sustainability of development projects. |
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If an indicator of potential impairment exists, the asset is tested for recoverability by comparing its carrying amount to the estimated future undiscounted cash flows. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may exceed the carrying amount, a real estate asset is only considered to be impaired when its carrying amount cannot be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is determined to be necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset group. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset. |
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The Company determined there were events and circumstances which changed management's estimated holding period for Boulevard Mall during the three months ended March 31, 2013. During 2013, the servicer of the loan for Boulevard Mall placed the loan into special servicing status and communicated to the Company that they would be unwilling to extend the term and discount the loan. As a result of this and the continued decline in operating results of the property, management concluded that it was in the best interest of the Company to convey the property to the lender. As the Company intended on conveying the property to the lender during 2013, the Company revised its intended hold period of this property to less than one year. The change in the hold period adjusted the undiscounted cash flows utilized in the impairment analysis and the Company concluded that the property was not recoverable. The Company recorded an impairment charge on the property of $21.7 million during the three months ended March 31, 2013, as the aggregate carrying value was higher than the fair value of the property. This impairment charge is included in loss from discontinued operations on the Company's consolidated statements of operations and comprehensive loss for the three months ended March 31, 2013. No impairment charges were recorded for the three months ended March 31, 2014. |
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Intangible Assets and Liabilities |
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The following table summarizes our intangible assets and liabilities as a result of the application of acquisition accounting: |
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| Gross Asset | | Accumulated | | Net Carrying | | | | | |
(Liability) | (Amortization)/ | Amount | | | | | |
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31-Mar-14 | | | | | | | | | | | | | |
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Tenant leases: | | | | | | | | | | | | | |
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In-place value | $ | 97,484 | | | $ | (41,145 | ) | | $ | 56,339 | | | | | | |
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Above-market | 128,609 | | | (66,759 | ) | | 61,850 | | | | | | |
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Below-market | (58,202 | ) | | 21,030 | | | (37,172 | ) | | | | | |
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Ground leases: | | | | | | | | | | | | | |
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Below-market | 2,173 | | | (423 | ) | | 1,750 | | | | | | |
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31-Dec-13 | | | | | | | | | | | | | |
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Tenant leases: | | | | | | | | | | | | | |
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In-place value | $ | 100,125 | | | $ | (37,888 | ) | | $ | 62,237 | | | | | | |
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Above-market | 132,986 | | | (64,303 | ) | | 68,683 | | | | | | |
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Below-market | (59,641 | ) | | 19,394 | | | (40,247 | ) | | | | | |
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Ground leases: | | | | | | | | | | | | | |
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Below-market | 2,173 | | | (392 | ) | | 1,781 | | | | | | |
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The gross asset balances of the in-place value of tenant leases are included in buildings and equipment on the Company's consolidated balance sheets. Acquired in-place tenant leases are amortized over periods that approximate the related lease terms. The above-market tenant and below-market ground leases are included in prepaid expenses and other assets, and below-market tenant leases are included in accounts payable and accrued expenses as detailed in Notes 3 and 5, respectively. |
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Amortization of in-place intangible assets and liabilities decreased the Company's income by $5.9 million and $4.8 million for the three months ended March 31, 2014 and 2013, respectively. Amortization of in-place intangibles are included in depreciation and amortization on the Company's consolidated statements of operations and comprehensive loss. |
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Amortization of above-market and below-market lease intangibles decreased the Company's revenue by $3.8 million and $4.3 million for the three months ended March 31, 2014 and 2013, respectively. Amortization of above-market and below-market leasing intangibles are included in minimum rents on the Company's consolidated statements of operations and comprehensive loss. |
Future amortization/accretion of these intangibles is estimated to decrease the Company's net income as follows: |
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Year | | In-place lease intangibles | | Above/(below) market leases, net | | | | | | | | |
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Remainder of 2014 | | $ | 12,920 | | | $ | 8,319 | | | | | | | | | |
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2015 | | $ | 11,754 | | | $ | 9,309 | | | | | | | | | |
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2016 | | $ | 8,554 | | | $ | 6,630 | | | | | | | | | |
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2017 | | $ | 5,707 | | | $ | 4,292 | | | | | | | | | |
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2018 | | $ | 3,936 | | | $ | 1,241 | | | | | | | | | |
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2019 | | $ | 3,099 | | | $ | (171 | ) | | | | | | | | |
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Cash and Cash Equivalents |
The Company considers all demand deposits with a maturity of three months or less, at the date of purchase, to be cash equivalents. |
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Restricted Cash |
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Restricted cash consists of security deposits and cash escrowed under loan agreements for debt service, real estate taxes, property insurance, tenant improvements, capital renovations and capital improvements. |
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Interest Rate Hedging Instruments |
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The Company recognizes its derivative financial instruments in either prepaid expenses and other assets, net or accounts payable and accrued expenses, net, as applicable, in the consolidated balance sheets and measures those instruments at fair value. The accounting for changes in fair value (i.e., gain or loss) of a derivative depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. To qualify as a hedging instrument, a derivative must pass prescribed effectiveness tests, performed quarterly using both quantitative and qualitative methods. The Company has entered into a derivative agreement as of March 31, 2014 that qualifies as a hedging instrument and was designated, based upon the exposure being hedged, as a cash flow hedge. The fair value of this cash flow hedge as of March 31, 2014 was $0.3 million, and is included in accounts payable and accrued expenses, net in the Company's consolidated balance sheets. The fair value of the Company's interest rate hedge is classified as Level 2 in the fair value measurement table. To the extent they are effective, changes in fair value of cash flow hedges are reported in accumulated other comprehensive income (loss) ("AOCI/L") and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The ineffective portion of the hedge, if any, is recognized in current earnings during the period of change in fair value. The gain or loss on the termination of an effective cash flow hedge is reported in AOCI/L and reclassified into earnings in the same period or periods during which the hedged item affects earnings. The Company also assesses the credit risk that the counterparty will not perform according to the terms of the contract. |
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Revenue Recognition and Related Matters |
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Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases. Minimum rent revenues also include amounts collected from tenants to allow the termination of their leases prior to their scheduled termination dates as well as the amortization related to above and below-market tenant leases on acquired properties and tenant inducements. Minimum rent revenues also include percentage rents in lieu of minimum rent from those leases where we receive a percentage of tenant revenues. The following is a summary of amortization of straight-line rent, lease termination income, net amortization related to above and below-market tenant leases, amortization of tenant inducements, and percentage rent in lieu of minimum rent for the three months ended March 31, 2014 and 2013: |
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| | For the three months ended March 31, | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | |
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Straight-line rent amortization | | $ | 625 | | | $ | 944 | | | | | | | | | |
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Lease termination income | | — | | | 34 | | | | | | | | | |
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Net amortization of above and below-market tenant leases | | (3,757 | ) | | (4,299 | ) | | | | | | | | |
Amortization of lease inducement | | — | | | (250 | ) | | | | | | | | |
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Percentage rents in lieu of minimum rent | | 1,607 | | | 2,104 | | | | | | | | | |
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Straight-line rent receivables represent the current net cumulative rents recognized prior to when billed and collectible, as provided by the terms of the leases. The following is a summary of straight-line rent receivables, which are included in accounts receivable, net, in our consolidated balance sheets and are reduced for allowances for doubtful accounts: |
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| March 31, 2014 | | December 31, 2013 | | | | | | | | | |
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Straight-line rent receivables, net | $ | 13,271 | | | $ | 12,645 | | | | | | | | | | |
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The Company provides an allowance for doubtful accounts against the portion of accounts receivable, including straight-line rents, which is estimated to be uncollectible. Such allowances are reviewed periodically based upon our recovery experience. The Company also evaluates the probability of collecting future rent which is recognized currently under a straight-line methodology. This analysis considers the long term nature of our leases, as a certain portion of the straight-line rent currently recognizable will not be billed to the tenant until future periods. Our experience relative to unbilled straight-line rent receivable is that a certain portion of the amounts recorded as straight-line rental revenue are never collected from (or billed to) tenants due to early lease terminations. For that portion of the recognized deferred rent that is not deemed to be probable of collection, an allowance for doubtful accounts has been provided. Accounts receivable are shown net of an allowance for doubtful accounts of $2.6 million and $2.8 million as of March 31, 2014 and December 31, 2013, respectively. |
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Tenant recoveries are recoveries from tenants that are established in the leases or computed based upon a formula related to real estate taxes, insurance and other property operating expenses and are generally recognized as revenues in the period in which the related costs are incurred. The Company makes certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. The Company does not expect the actual results to materially differ from the estimated reimbursement. |
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Overage rent is paid by a tenant when its sales exceed an agreed-upon minimum amount. Overage rent is calculated by multiplying the sales in excess of the minimum amount by a percentage defined in the lease. Overage rent is recognized on an accrual basis once tenant sales exceed contractual tenant lease thresholds. |
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Other revenues generally consist of amounts earned by the Company for vending, advertising, and marketing revenues earned at our malls and is recognized on an accrual basis over the related service period. |
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Loss Per Share |
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Basic net loss per share is computed by dividing the net loss applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is calculated similarly; however, it reflects potential dilution of securities by adding other potential shares of common stock, including stock options and nonvested restricted stock, to the weighted-average number of shares of common stock outstanding for the period. For the three months ended March 31, 2014 and 2013, there were 3,294,071 and 2,610,485 stock options outstanding, respectively, that potentially could be converted into shares of common stock and 219,642 and 293,237 shares of nonvested restricted stock outstanding, respectively. These stock options and shares of restricted stock have been excluded from this computation, as their effect is anti-dilutive. The Company had the following weighted-average shares outstanding: |
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| For the three months ended March 31, | | | | | | | | | | | | | |
| 2014 | | 2013 | | | | | | | | | | | | | |
Weighted average shares - basic and diluted | 56,129,522 | | 49,332,151 | | | | | | | | | | | | | |
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Fair Value |
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The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value: |
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• | Level 1 — quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities; | | | | | | | | | | | | | | | |
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• | Level 2 — observable prices that are based on inputs not quoted in active markets, but corroborated by market data; and | | | | | | | | | | | | | | | |
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• | Level 3 — unobservable inputs that are used when little or no market data is available. | | | | | | | | | | | | | | | |
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The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in our assessment of fair value. Considerable judgment is necessary to interpret Level 2 and 3 inputs in determining the fair value of our financial and non-financial assets and liabilities. Accordingly, the Company's fair value estimates, which are made at the end of each reporting period, may be different than the amounts that may ultimately be realized upon the sale or disposition of these assets. |
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The following table sets forth information regarding the Company's financial and non-financial instruments that are measured at fair value on a recurring and non-recurring basis by the above categories: |
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| | Total Fair Value Measurement | | Quoted Price in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
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31-Mar-14 | | | | | | | | |
Recurring basis: | | | | | | | | |
Assets: | | | | | | | | |
Interest rate cap | | $ | 40 | | | $ | — | | | $ | 40 | | | $ | — | |
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Liabilities: | | | | | | | | |
Interest rate swap | | $ | (286 | ) | | $ | — | | | $ | (286 | ) | | $ | — | |
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31-Dec-13 | | | | | | | | |
Recurring basis: | | | | | | | | |
Assets: | | | | | | | | |
Interest rate cap | | $ | 45 | | | $ | — | | | $ | 45 | | | $ | — | |
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Non-recurring basis: | | | | | | | | |
Investment in Real Estate | | $ | 33,475 | | | $ | — | | | $ | — | | | $ | 33,475 | |
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The Company uses interest rate swaps and caps to mitigate the effect of interest rate movements on its variable-rate debt. The Company has one interest rate swap and one interest rate cap as of March 31, 2014 and the interest rate swap qualified for hedge accounting. The interest rate swap has met the effectiveness test criteria since inception and changes in its fair value is reported in other comprehensive income (loss) ("OCI/L") and is reclassified into earnings in the same period or periods during which the hedged item affects earnings. The interest rate cap did not qualify for hedge accounting and so the changes in its fair value are reported in earnings during the period incurred. The fair value of the Company's interest rate hedges, classified under Level 2, are determined based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of the Company's credit standing, credit risk of the counterparty, and reasonable estimates about relevant future market conditions. See Note 6 for additional information regarding the Company's interest rate hedging instruments. |
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The Company's financial instruments are short term in nature and as such their fair values approximate their carrying amount in our consolidated financial statements except for debt. As of March 31, 2014 and December 31, 2013, management’s estimates of fair value are presented below. The Company estimated the fair value of the debt by using a future discounted cash flow analysis based on the use and weighting of multiple market inputs. Based on the frequency and availability of market data, the inputs used to measure the estimated fair value of debt are Level 3 inputs. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. |
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| March 31, 2014 | | December 31, 2013 | |
| Carrying Amount | | Estimated Fair | | Carrying Amount | | Estimated Fair | |
Value | Value | |
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Fixed-rate debt | $ | 1,048,340 | | | $ | 1,043,286 | | | $ | 1,021,432 | | | $ | 1,013,726 | | |
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Variable-rate debt | 325,916 | | | 327,207 | | | 433,114 | | | 434,508 | | |
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Total mortgages, notes and loans payable | $ | 1,374,256 | | | $ | 1,370,493 | | | $ | 1,454,546 | | | $ | 1,448,234 | | |
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Deferred Expenses |
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Deferred expenses are comprised of deferred lease costs incurred in connection with obtaining new tenants or renewals of lease agreements with current tenants, which are amortized on a straight-line basis over the terms of the related leases. Deferred financing costs are amortized on a straight-line basis (which approximates the effective interest method) over the lives of the related mortgages, notes, and loans payable. The following table summarizes our deferred lease and financing costs: |
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| Gross Asset | | Accumulated | | Net Carrying | | | | | |
Amortization | Amount | | | | | |
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31-Mar-14 | | | | | | | | | | | | | |
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Deferred lease costs | $ | 47,020 | | | $ | (13,270 | ) | | $ | 33,750 | | | | | | |
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Deferred financing costs | 18,689 | | | (5,180 | ) | | 13,509 | | | | | | |
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Total | $ | 65,709 | | | $ | (18,450 | ) | | $ | 47,259 | | | | | | |
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31-Dec-13 | | | | | | | | | | | | | |
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Deferred lease costs | $ | 43,570 | | | $ | (12,039 | ) | | $ | 31,531 | | | | | | |
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Deferred financing costs | 18,979 | | | (4,455 | ) | | 14,524 | | | | | | |
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Total | $ | 62,549 | | | $ | (16,494 | ) | | $ | 46,055 | | | | | | |
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Asset Retirement Obligations |
The Company evaluates any potential asset retirement obligations, including those related to disposal of asbestos containing materials and environmental remediation liabilities. The Company recognizes the fair value of such obligations in the period incurred if a reasonable estimate of fair value can be determined. As of March 31, 2014 and December 31, 2013, a preliminary estimate of the cost of the environmental remediation liability was approximately $4.8 million and $4.7 million, respectively, which is included in accounts payable and accrued expenses, net on the Company's consolidated balance sheets. The ultimate cost of remediation to be incurred by the Company in the future may differ from the estimates as of March 31, 2014. |
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Use of Estimates |
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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 financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, estimates and assumptions have been made with respect to fair values of assets and liabilities for purposes of applying the acquisition method of accounting, the useful lives of assets, capitalization of development and leasing costs, recoverable amounts of receivables, impairment of long-lived assets, valuation of hedging instruments and fair value of debt. Actual results could differ from these and other estimates. |
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Reclassification |
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As a result of the disposition of Boulevard Mall, certain prior period amounts included on the Company's consolidated statements of operations and comprehensive loss and related notes have been reclassified to discontinued operations for the prior periods presented. |
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Recent Accounting Pronouncements |
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In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-08, "Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which requires entities to disclose only disposals representing a strategic shift in operations as discontinued operations. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The new standard is effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted but only for disposals (or classifications as held for sale) that have not been reported in the financial statements previously issued or available for issuance. We are evaluating the impact that this update may have on the Company's consolidated financial statements. |