Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 30, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Washington Prime Group Inc. | ' |
Entity Central Index Key | '0001594686 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 155,162,597 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Combined_Balance_Sheets
Combined Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS: | ' | ' |
Investment properties at cost | $5,260,411 | $4,789,705 |
Less - accumulated depreciation | 2,047,284 | 1,974,949 |
Investment properties at cost, net | 3,213,127 | 2,814,756 |
Cash and cash equivalents | 93,646 | 25,857 |
Tenant receivables and accrued revenue, net | 61,626 | 61,121 |
Investment in unconsolidated entities, at equity | 5,175 | 3,554 |
Deferred costs and other assets | 113,740 | 97,370 |
Total assets | 3,487,314 | 3,002,658 |
LIABILITIES: | ' | ' |
Mortgage notes payable | 1,506,427 | 918,614 |
Unsecured term loan | 500,000 | ' |
Revolving credit facility | 340,750 | ' |
Accounts payable, accrued expenses, intangibles, and deferred revenues | 145,687 | 151,011 |
Cash distributions and losses in partnerships and joint ventures, at equity | 15,194 | 41,313 |
Other liabilities | 6,342 | 7,195 |
Total liabilities | 2,514,400 | 1,118,133 |
Stockholders' Equity | ' | ' |
Common stock, $0.0001 par value, 300,000,000 shares authorized, 155,162,657 issued and outstanding in 2014 | 16 | ' |
Capital in excess of par value | 719,833 | ' |
Retained earnings | 79,872 | ' |
SPG Equity | ' | 1,560,989 |
Total stockholders' equity | 799,721 | 1,560,989 |
Noncontrolling interests | 173,193 | 323,536 |
Total equity | 972,914 | 1,884,525 |
Total liabilities and equity | $3,487,314 | $3,002,658 |
Combined_Balance_Sheets_Parent
Combined Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 |
Combined Balance Sheets | ' |
Common stock, par value (in dollars per share) | $0.00 |
Common stock, authorized shares | 300,000,000 |
Common stock, issued shares | 155,162,657 |
Common stock, outstanding shares | 155,162,657 |
Combined_Statements_of_Operati
Combined Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
REVENUE: | ' | ' | ' | ' |
Minimum rent | $108,374 | $103,505 | $215,011 | $208,485 |
Overage rent | 1,134 | 1,171 | 3,244 | 3,604 |
Tenant reimbursements | 47,179 | 45,804 | 94,347 | 91,175 |
Other income | 1,488 | 1,090 | 3,542 | 2,541 |
Total revenue | 158,175 | 151,570 | 316,144 | 305,805 |
EXPENSES: | ' | ' | ' | ' |
Property operating | 26,219 | 25,455 | 52,359 | 49,820 |
Depreciation and amortization | 47,288 | 45,101 | 93,256 | 90,400 |
Real estate taxes | 18,752 | 18,395 | 38,699 | 38,357 |
Repairs and maintenance | 4,934 | 5,503 | 12,084 | 10,889 |
Advertising and promotion | 1,932 | 1,808 | 3,884 | 3,945 |
Provision for (recovery of) credit losses | 619 | -806 | 1,405 | -116 |
General and administrative | 1,865 | ' | 1,865 | ' |
Transaction and related costs | 39,931 | ' | 39,931 | ' |
Ground rent and other costs | 1,281 | 1,163 | 2,400 | 2,354 |
Total operating expenses | 142,821 | 96,619 | 245,883 | 195,649 |
OPERATING INCOME | 15,354 | 54,951 | 70,261 | 110,156 |
Interest expense | -22,677 | -13,737 | -36,594 | -27,456 |
Income and other taxes | -66 | -24 | -141 | -102 |
Income from unconsolidated entities | 402 | 206 | 747 | 499 |
Gain upon acquisition of controlling interests and on sale of interests in properties | 91,268 | ' | 91,510 | 14,152 |
NET INCOME | 84,281 | 41,396 | 125,783 | 97,249 |
Net income attributable to noncontrolling interests | 14,480 | 7,145 | 21,590 | 16,769 |
NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $69,801 | $34,251 | $104,193 | $80,480 |
Earnings per common share, basic and diluted | ' | ' | ' | ' |
Net income attributable to common stockholders (in dollars per share) | $0.45 | $0.22 | $0.67 | $0.52 |
Combined_Statements_of_Cash_Fl
Combined Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Income | $125,783 | $97,249 |
Adjustments to reconcile net income to net cash provided by operating activities - | ' | ' |
Depreciation and amortization | 93,749 | 91,428 |
Gain upon acquisition of controlling interests and on sale of interests in properties | -91,510 | -14,152 |
Loss on debt extinguishment | 2,894 | ' |
Provision for (recovery of) credit losses | 1,405 | -116 |
Straight-line rent | -240 | 229 |
Equity in income of unconsolidated entities | -747 | -499 |
Distributions of income from unconsolidated entities | 537 | 634 |
Changes in assets and liabilities - | ' | ' |
Tenant receivables and accrued revenue, net | 280 | 5,383 |
Deferred costs and other assets | -12,353 | 165 |
Accounts payable, accrued expenses, intangibles, deferred revenues and other liabilities | -5,576 | -20,832 |
Net cash provided by operating activities | 114,222 | 159,489 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Acquisitions, net of cash acquired | -154,370 | ' |
Capital expenditures, net | -41,454 | -42,178 |
Net proceeds from sale of assets | 4,436 | ' |
Investments in unconsolidated entities | -2,493 | -1,457 |
Distributions of capital from unconsolidated entities | 1,440 | 2,827 |
Net cash used in investing activities | -192,441 | -40,808 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Distributions to SPG, net | -1,060,187 | -117,663 |
Distributions to noncontrolling interest holders in properties | -845 | -236 |
Proceeds from issuance of debt, net of transaction costs | 1,384,370 | ' |
Repayments of debt including prepayment penalties | -177,330 | -5,101 |
Net cash provided by (used in) financing activities | 146,008 | -123,000 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 67,789 | -4,319 |
CASH AND CASH EQUIVALENTS, beginning of period | 25,857 | 30,986 |
CASH AND CASH EQUIVALENTS, end of period | $93,646 | $26,667 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2014 | |
Organization | ' |
Organization | ' |
1. Organization | |
Washington Prime Group Inc. ("WPG" or the "Company") is an Indiana corporation that was created to hold the strip center business and smaller enclosed malls of Simon Property Group, Inc. ("SPG") and its subsidiaries. Prior to the separation from SPG which was completed on May 28, 2014, WPG was a wholly owned subsidiary of SPG. Prior to or concurrent with the separation, SPG engaged in certain formation transactions that were designed to consolidate the ownership of its interests in 98 properties ("SPG Businesses") and distribute such interests to WPG and its operating partnership, Washington Prime Group, L.P. ("WPG L.P."). WPG L.P. is our majority owned partnership subsidiary that owns all of our real estate properties and other assets. Pursuant to the separation agreement, SPG distributed 100% of the common shares of WPG on a pro rata basis to SPG's shareholders as of the record date. | |
Unless the context otherwise requires, references to "we", "us" and "our" refer to Washington Prime Group Inc. after giving effect to the transfer of assets and liabilities from SPG as well as to the SPG Businesses prior to the date of the completion of the separation. Before the completion of the separation, SPG Businesses were operated as subsidiaries of SPG, which operates as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended. WPG operates as a REIT subsequent to the separation and distribution. REITs will generally not be liable for federal corporate income taxes as long as they continue to distribute not less than 100% of their taxable income. | |
At the time of the separation and distribution, WPG owned a percentage of the outstanding units of partnership interest, or units, of WPG L.P. that is approximately equal to the percentage of outstanding units of partnership interest of Simon Property Group, L.P. ("SPG L.P.") owned by SPG, with the remaining units of WPG L.P. being owned by the limited partners who were also limited partners of SPG L.P. as of the May 16, 2014 record date. The units in WPG L.P. are convertible by their holders for WPG common shares on a one-for-one basis or, at WPG's option, into cash. Before the separation, we had not conducted any business as a separate company and had no material assets or liabilities. The operations of the business transferred to us by SPG on the spin-off date are presented as if the transferred business was our business for all historical periods described and at the carrying value of such assets and liabilities reflected in SPG's books and records. Additionally, the financial statements reflect the common shares and units outstanding at the separation date as outstanding for all periods prior to the separation. | |
Prior to the separation, WPG entered into agreements with SPG under which SPG provides various services to us, including accounting, asset management, development, human resources, information technology, leasing, legal, marketing, public reporting and tax. The charges for the services are based on an hourly or per transaction fee arrangement and pass-through of out-of-pocket costs (see Note 8). | |
At the time of the separation, our assets consisted of interests in 98 shopping centers, including 44 malls and 54 strip centers. In addition to the above properties, the combined historical financial statements include interests in three strip centers held within a joint venture portfolio of properties which were sold during the first quarter of 2013 as well as one additional strip center which was sold by that same joint venture on February 28, 2014. | |
We derive our revenues primarily from retail tenant leases, including fixed minimum rent leases, overage and percentage rent leases based on tenants' sales volumes, offering property operating services to our tenants and others, including energy, waste handling and facility services, and reimbursements from tenants for certain recoverable expenditures such as property operating, real estate taxes, repair and maintenance, and advertising and promotional expenditures. | |
We seek to enhance the performance of our properties and increase our revenues by, among other things, securing leases of anchor tenant spaces, re-developing or renovating existing properties to increase the leasable square footage, and increasing the productivity of occupied locations through aesthetic upgrades, re-merchandising and/or changes to the retail use of the space. | |
Basis_of_Presentation_and_Prin
Basis of Presentation and Principles of Consolidation and Combination | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation and Principles of Consolidation and Combination | ' |
Basis of Presentation and Principles of Consolidation and Combination | ' |
2. Basis of Presentation and Principles of Consolidation and Combination | |
The accompanying consolidated and combined financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated balance sheet as of June 30, 2014 includes the accounts of the Company, as well as all wholly-owned subsidiaries of the Company. The accompanying consolidated and combined statements of operations include the consolidated accounts of the Company and the combined accounts of SPG Businesses. Accordingly, the results presented for the periods ended June 30, 2014 reflect the aggregate operations and changes in cash flows and equity of the SPG Businesses on a carve-out basis for the period from January 1, 2014 through May 27, 2014 and of the Company on a consolidated basis subsequent to May 27, 2014. The accompanying financial statements for the periods prior to the separation are prepared on a carve-out basis from the consolidated financial statements of SPG using the historical results of operations and bases of the assets and liabilities of the transferred businesses and including allocations from SPG. All intercompany transactions have been eliminated in consolidation and combination. Due to the seasonal nature of certain operational activities, the results for the interim period ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year. | |
These consolidated and combined financial statements have been prepared in accordance with the instructions to Form 10-Q and include all of the information and disclosures required by GAAP for interim reporting. Accordingly, they do not include all of the disclosures required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated and combined financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position of the Company and its results of operations and cash flows for the interim periods presented. The Company believes that the disclosures made are adequate to prevent the information presented from being misleading. These consolidated and combined unaudited financial statements should be read in conjunction with the historical audited combined financial statements of SPG Businesses and related notes included in the Information Statement dated May 16, 2014 filed as Exhibit 99.1 to our current report on Form 8-K filed on May 20, 2014 (the "Information Statement"). | |
For periods presented prior to the separation, our historical combined financial results reflect charges for certain SPG corporate costs and we believe such charges are reasonable; however, such results do not necessarily reflect what our expenses would have been had we been operating as a separate stand-alone public company. These charges are further discussed in Note 8. Costs of the services that were charged to us were based on either actual costs incurred or a proportion of costs estimated to be applicable to us. The historical combined financial information presented may therefore not be indicative of the results of operations, financial position or cash flows that would have been obtained if we had been an independent, stand-alone public company during the periods presented prior to the separation or of our future performance as an independent, stand-alone company. For joint venture or mortgaged properties, SPG has a standard management agreement for management, leasing and development activities provided to the properties. Management fees were based upon a percentage of revenues. For any wholly owned property that does not have a management agreement, SPG allocated the proportion of the underlying costs of management, leasing and development, in a manner that is materially consistent with the percentage of revenue-based management fees and/or upon the actual volume of leasing and development activity occurring at the property. | |
In connection with the separation, we incurred $39.9 million of expenses, including investment banking, legal, accounting, tax and other professional fees, which are included in transaction and related costs for the three and six months ended June 30, 2014 in the accompanying consolidated and combined statements of operations. | |
These consolidated and combined financial statements reflect the consolidation of properties that are wholly owned or properties in which we own less than a 100% interest but that we control. Control of a property is demonstrated by, among other factors, our ability to refinance debt and sell the property without the consent of any other partner or owner and the inability of any other partner or owner to replace us. | |
We also consolidate a variable interest entity, or VIE, when we are determined to be the primary beneficiary. Determination of the primary beneficiary of a VIE is based on whether an entity has (1) the power to direct activities that most significantly impact the economic performance of the VIE and (2) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our determination of the primary beneficiary of a VIE considers all relationships between us and the VIE, including management agreements and other contractual arrangements. There have been no changes during 2014 in previous conclusions about whether an entity qualifies as a VIE or whether we are the primary beneficiary of any previously identified VIE. During 2014, we did not provide financial or other support to a previously identified VIE that we were not previously contractually obligated to provide. | |
Investments in partnerships and joint ventures represent our noncontrolling ownership interests in properties. We account for these investments using the equity method of accounting. We initially record these investments at cost and we subsequently adjust for net equity in income or loss, which we allocate in accordance with the provisions of the applicable partnership or joint venture agreement and cash contributions and distributions, if applicable. The allocation provisions in the partnership or joint venture agreements are not always consistent with the legal ownership interests held by each general or limited partner or joint venture investee primarily due to partner preferences. We separately report investments in joint ventures for which accumulated distributions have exceeded investments in and our share of net income from the joint ventures within cash distributions and losses in partnerships and joint ventures, at equity in the consolidated and combined balance sheets. The net equity of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes non-cash charges for depreciation and amortization, and WPG has committed to or intends to fund the venture. | |
As of June 30, 2014, our assets consisted of interests in 97 shopping centers, including 44 malls and 53 strip centers. The consolidated and combined financial statements as of that date reflect the consolidation of 90 wholly-owned properties and five additional properties that are less than wholly-owned, but which we control or for which we are the primary beneficiary. We account for our interests in the remaining two properties, or the joint venture properties, using the equity method of accounting, as we have determined that we have significant influence over their operations. We manage the day-to-day operations of the joint venture properties, but have determined that our partner or partners have substantive participating rights with respect to the assets and operations of these joint venture properties. | |
We allocate net operating results of WPG L.P. to third parties and to us based on the partners' respective weighted average ownership interests in WPG L.P. Net operating results of WPG L.P. attributable to third parties are reflected in net income attributable to noncontrolling interests. Our weighted average ownership interest in WPG L.P. was 82.8% and 82.9% for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014 and December 31, 2013, our ownership interest in WPG L.P. was 82.3% and 82.9%, respectively. We adjust the noncontrolling limited partners' interests at the end of each period to reflect their interest in WPG L.P. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Summary of Significant Accounting Policies | ' |
3. Summary of Significant Accounting Policies | |
Cash and Cash Equivalents | |
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our tenant receivables. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits. | |
Investment Properties | |
We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years. | |
We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property's cash flows, ending occupancy or declines in tenant sales. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments in unconsolidated entities is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments in unconsolidated entities could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. | |
Investments in Unconsolidated Entities | |
Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held unconsolidated joint venture ownership interests in two properties as of June 30, 2014 and 11 properties as of December 31, 2013. | |
Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner. | |
Fair Value Measurements | |
Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. | |
Note 5 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3 and 4 include a discussion of the fair values recorded in purchase accounting, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting analyses include our estimations of net operating results of the property, capitalization rates and discount rates. | |
Purchase Accounting Allocation | |
We allocate the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate: | |
• | |
the fair value of land and related improvements and buildings on an as-if-vacant basis, | |
• | |
the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues, | |
• | |
the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and | |
• | |
the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant. | |
Amounts allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles. | |
Use of Estimates | |
We prepared the accompanying consolidated and combined financial statements in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates. | |
Segment Disclosure | |
Our primary business is the ownership, development and management of retail real estate. We have aggregated our retail operations, including malls and strip centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants. | |
New Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, but can be early-adopted. ASU 2014-08 also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. We early adopted ASU No. 2014-08 and will apply the revised definition to all disposals on a prospective basis. | |
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. ASU No. 2014-09 is effective for annual reporting periods beginning after December 31, 2016 and early adoption is not permitted. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. We are currently evaluating the impact the adoption of ASU No. 2014-09 will have on our financial statements and related disclosures. | |
Real_Estate_Acquisitions_and_D
Real Estate Acquisitions and Dispositions | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Real Estate Acquisitions and Dispositions | ' | ||||
Real Estate Acquisitions and Dispositions | ' | ||||
4. Real Estate Acquisitions and Dispositions | |||||
On June 23, 2014, we sold New Castle Plaza, a wholly owned strip center in New Castle, Indiana, for net proceeds of $4.4 million, resulting in a gain of approximately $2.4 million, which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the accompanying consolidated and combined statements of operations. | |||||
On June 20, 2014, we acquired our partner's 50 percent interest in Clay Terrace, a 577,000 square foot lifestyle center located in Carmel, Indiana for approximately $22.9 million, paid by issuing 1,173,678 units of WPG L.P. The center is anchored by Dick's Sporting Goods, DSW and Whole Foods and includes several national and local retailers as well as a variety of dining options. Also included in the transaction is land available for development. The property was previously accounted for under the equity method, but is now consolidated as it is wholly owned post-acquisition. The consolidation of this previously unconsolidated property resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of approximately $46.6 million which is included in gain upon acquisition of controlling interests and on sale of interests in properties in the accompanying consolidated and combined statements of operations. | |||||
On June 18, 2014, we acquired our partner's interest in a portfolio of seven open-air shopping centers, consisting of four centers located in Florida, and one each in Indiana, Connecticut and Virginia, for approximately $162.0 million. The portfolio of properties totals over 2.1 million square feet. Also included in this transaction is land valued at approximately $4.0 million. Previously, we held between 32 percent to 42 percent legal ownership interests in the properties, but received substantially less economic benefit due to the partner's preferred capital allocation. The properties were previously accounted for under the equity method, but are now consolidated as four properties are wholly owned and three properties are approximately 88.2 percent owned post-acquisition. The consolidation of these previously unconsolidated properties resulted in a remeasurement of our previously held interest to fair value and a corresponding non-cash gain of approximately $42.3 million which is included in gain upon acquisition of controlling interest and on sale of interests in properties in the accompanying consolidated and combined statements of operations. The source of funding for the acquisition was a borrowing under the Revolver (see Note 5). | |||||
We reflected the assets and liabilities of the above acquisition properties at the estimated fair value on the respective acquisition dates. The following table summarizes the purchase price allocation, which is preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition: | |||||
Investment properties | $ | 450,016 | |||
Other assets | 12,198 | ||||
Debt | (206,473 | ) | |||
Other liabilities | (7,380 | ) | |||
| | | | | |
Net assets acquired | 248,361 | ||||
Noncontrolling interest | (1,032 | ) | |||
Prior net cash distributions and losses | 26,235 | ||||
Gain on pre-existing interest | (88,843 | ) | |||
| | | | | |
Fair value of total consideration transferred | 184,721 | ||||
Less: Units issued | (22,464 | ) | |||
Less: Cash acquired | (7,887 | ) | |||
| | | | | |
Net cash paid for acquisitions | $ | 154,370 | |||
| | | | | |
| | | | | |
On February 28, 2014, SPG disposed of its interest in one unconsolidated strip center and recorded a gain of approximately $0.2 million, which is included in gain upon acquisition of controlling interest and on sale of interests in properties in the consolidated and combined statements of operations. This property is part of a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG on May 28, 2014. | |||||
On January 10, 2014, SPG acquired one of its partner's remaining interests in three properties that were contributed to WPG. The consideration paid for the partner's remaining interests in these three properties was approximately $4.6 million. Two of these properties were previously consolidated and are now wholly owned. The remaining property is accounted for under the equity method. | |||||
On February 21, 2013, SPG increased its economic interest in three unconsolidated strip centers and subsequently disposed of its interests in those properties. The aggregate gain recognized on this transaction was approximately $14.2 million and is included in gain upon acquisition of controlling interests and on sale of interests in properties in the consolidated and combined statements of operations. These properties were part of a portfolio of interests in properties, the remainder of which is included within those properties distributed by SPG to WPG on May 28, 2014. | |||||
Indebtedness
Indebtedness | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Indebtedness | ' | ||||||||||
Indebtedness | ' | ||||||||||
5. Indebtedness | |||||||||||
Mortgage Debt | |||||||||||
Total mortgage indebtedness was $1.5 billion and $918.6 million at June 30, 2014 and December 31, 2013, respectively, as follows: | |||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Face amount of mortgage loans | $ | 1,501,446 | $ | 917,532 | |||||||
Premiums, net | 4,981 | 1,082 | |||||||||
| | | | | | | | ||||
Carrying value of mortgage loans | $ | 1,506,427 | $ | 918,614 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
On June 20, 2014, resulting from our acquisition of the controlling interest in Clay Terrace (see Note 4), we assumed an additional mortgage with a fair value of $117.5 million. | |||||||||||
On June 19, 2014, we closed on an extension of the 5.84% fixed rate mortgage on Chesapeake Square with unpaid principal balance of $64.7 million and original maturity date of August 1, 2014. The new maturity date is February 1, 2017, with a one-year extension option subject to certain requirements. | |||||||||||
On June 18, 2014, resulting from our acquisition of the controlling interest in a portfolio of seven open-air shopping centers (see Note 4), we assumed additional mortgages on four properties with a fair value of $88.9 million. | |||||||||||
On June 5, 2014, we repaid the mortgage on Sunland Park Mall in the amount of $30.7 million (including prepayment penalty of $2.9 million, which is recorded in interest expense for the three and six months ended June 30, 2014 in the accompanying consolidated and combined statements of operations. The loan was due to mature on January 1, 2026. The repayment was funded through a borrowing on our credit facility (see below). | |||||||||||
On February 20, 2014, West Ridge Mall refinanced its $64.6 million, 5.89% fixed rate mortgage maturing July 1, 2014 with a $54.0 million, 4.84% fixed rate mortgage that matures March 6, 2024. The new debt encumbers both West Ridge Mall and West Ridge Plaza. | |||||||||||
On February 11, 2014, Brunswick Square refinanced its $76.5 million, 5.65% fixed rate mortgage maturing August 11, 2014 with a $77.0 million, 4.796% fixed rate mortgage that matures March 1, 2024. | |||||||||||
In addition, during the six months ended June 30, 2014, mortgages were obtained on previously unencumbered properties as follows (in millions): | |||||||||||
Property | Amount | Interest Rate | Type | Maturity | |||||||
Muncie Mall | $ | 37 | 4.19 | % | Fixed | 4/1/21 | |||||
Oak Court Mall | 40 | 4.76 | % | Fixed | 4/1/21 | ||||||
Lincolnwood Town Center | 53 | 4.26 | % | Fixed | 4/1/21 | ||||||
Cottonwood Mall | 105 | 4.82 | % | Fixed | 4/6/24 | ||||||
Westminster Mall | 85 | 4.65 | % | Fixed | 4/1/24 | ||||||
Charlottesville Fashion Square | 50 | 4.54 | % | Fixed | 4/1/24 | ||||||
Town Center at Aurora | 55 | 4.19 | % | Fixed | 4/1/19 | ||||||
| | | | | | | | | | | |
Total(1) | $ | 425 | |||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
Proceeds were retained by SPG as part of the separation (see Note 6). | |||||||||||
Unsecured Debt | |||||||||||
On May 15, 2014, we closed on a senior unsecured revolving credit facility, or Revolver, and a senior unsecured term loan, or Term Loan (collectively referred to as the "Facility"). The Revolver provides borrowings on a revolving basis up to $900 million, bears interest at one-month LIBOR plus 1.05%, and will initially mature on May 30, 2018, subject to two, 6-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. The Term Loan provides borrowings in an aggregate principal amount up to $500 million, bears interest at one-month LIBOR plus 1.15%, and will initially mature on May 30, 2016, subject to three, 12-month extensions available at our option subject to compliance with the terms of the Facility and payment of a customary extension fee. | |||||||||||
In connection with the formation of WPG, and as contemplated in the Information Statement, we incurred $670.8 million of additional indebtedness under the Facility concurrent with the May 28, 2014 distribution or shortly thereafter. The proceeds of the borrowings under the Facility were used as follows: (i) $585.0 million was retained by SPG as part of the formation transactions, (ii) $30.7 million was used for the repayment of the Sunland Park Mall mortgage, (iii) $39.9 million was retained to cover transaction and related costs, (iv) $11.4 million was repaid to SPG for deferred loan financing costs and (v) the remaining $3.8 million was retained on hand for other corporate and working capital purposes. On June 17, 2014, we incurred an additional $170.0 million of indebtedness under the Facility, the proceeds of which were primarily used for the acquisition of our partner's interest in a portfolio of seven open-air shopping centers (see Note 4). | |||||||||||
At June 30, 2014, our unsecured debt consisted of $340.8 million outstanding under the Revolver and $500.0 million outstanding under the Term Loan. On June 30, 2014, we had an aggregate available borrowing capacity of $559.2 million under the Facility. | |||||||||||
Covenants | |||||||||||
Our unsecured debt agreements contain financial and other covenants. If we were to fail to comply with these covenants, after the expiration of the applicable cure periods, the debt maturity could be accelerated or other remedies could be sought by the lender including adjustments to the applicable interest rate. As of June 30, 2014, we were in compliance with all covenants of our unsecured debt. | |||||||||||
At June 30, 2014, certain of our consolidated subsidiaries were the borrowers under 31 non-recourse mortgage loans secured by mortgages encumbering 36 properties, including four separate pools of cross-defaulted and cross-collateralized mortgages encumbering a total of 10 properties. Under these cross-default provisions, a default under any mortgage included in the cross-defaulted pool may constitute a default under all mortgages within that pool and may lead to acceleration of the indebtedness due on each property within the pool. Certain of our secured debt instruments contain financial and other non-financial covenants which are specific to the properties which serve as collateral for that debt. Our existing non-recourse mortgage loans generally prohibit our subsidiaries that are borrowers thereunder from incurring additional indebtedness, subject to certain customary and limited exceptions. In addition, certain of these instruments limit the ability of the applicable borrower's parent entity from incurring mezzanine indebtedness unless certain conditions are satisfied, including compliance with maximum loan to value ratio and minimum debt service coverage ratio tests. Further, under certain of these existing agreements, if certain cash flow levels in respect of the applicable mortgaged property (as described in the applicable agreement) are not maintained for at least two consecutive quarters, the lender could accelerate the debt and enforce its right against its collateral. If the borrower fails to comply with these covenants, the lender could accelerate the debt and enforce its right against their collateral. At June 30, 2014, the applicable borrowers under these non-recourse mortgage loans were in compliance with all covenants where non-compliance could individually, or giving effect to applicable cross-default provisions in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. | |||||||||||
Fair Value of Debt | |||||||||||
The carrying values of our variable-rate unsecured loans approximate their fair values. We estimate the fair values of fixed-rate mortgages using cash flows discounted at current borrowing rates. The book value of our fixed-rate mortgages was $1.5 billion and $918.6 million as of June 30, 2014 and December 31, 2013, respectively. The fair values of these financial instruments and the related discount rate assumptions as of June 30, 2014 and December 31, 2013 are summarized as follows: | |||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Fair value of fixed-rate mortgages | $ | 1,522,270 | $ | 981,631 | |||||||
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages | 3.16 | % | 3.06 | % |
Equity
Equity | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||
Equity | ' | ||||||||||||||||||||||
Equity | ' | ||||||||||||||||||||||
6. Equity | |||||||||||||||||||||||
Prior to the May 28, 2014 separation, the financial statements were carved-out from SPG's books and records; thus, pre-separation ownership was solely that of SPG and noncontrolling interests based on their respective ownership interest in SPG L.P. on the date of separation (see Notes 1 and 2 for more information). Upon becoming a separate company on May 28, 2014, WPG's ownership is now classified under the typical stockholders' equity classifications of common stock, capital in excess of par value and retained earnings. Related to the separation, 155,162,597 shares of WPG common stock and 32,075,487 units of WPG L.P.'s limited partnership interest were issued to shareholders of SPG and unit holders of SPG L.P., respectively. | |||||||||||||||||||||||
Changes in Equity | |||||||||||||||||||||||
The following table provides a reconciliation of the beginning and ending carrying amounts of consolidated and combined equity: | |||||||||||||||||||||||
Common | Capital in | SPG | Retained | Total | Noncontrolling | Total | |||||||||||||||||
Stock | Excess of Par | Equity | Earnings | Stockholders' | Interests | Equity | |||||||||||||||||
Value | Equity | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | — | $ | — | $ | 1,560,989 | $ | — | $ | 1,560,989 | $ | 323,536 | $ | 1,884,525 | |||||||||
Issuance of shares in connection with separation | 16 | 707,085 | (707,101 | ) | — | — | — | — | |||||||||||||||
Issuance of limited partner units | — | — | — | — | — | 22,464 | 22,464 | ||||||||||||||||
Noncontrolling interest in property | — | — | — | — | — | 1,032 | 1,032 | ||||||||||||||||
Equity-based compensation | — | — | — | — | — | 142 | 142 | ||||||||||||||||
Adjustments to noncontrolling interests | — | 12,748 | — | — | 12,748 | (12,748 | ) | — | |||||||||||||||
Distributions to SPG, net(1) | — | — | (878,209 | ) | — | (878,209 | ) | (181,978 | ) | (1,060,187 | ) | ||||||||||||
Purchase of noncontrolling interest | — | — | — | — | — | (845 | ) | (845 | ) | ||||||||||||||
Net income | — | — | 24,321 | 79,872 | 104,193 | 21,590 | 125,783 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2014 | $ | 16 | $ | 719,833 | $ | — | $ | 79,872 | $ | 799,721 | $ | 173,193 | $ | 972,914 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-1 | |||||||||||||||||||||||
Amount includes approximately $1.0 billion of proceeds on new indebtedness retained by SPG L.P. as part of the separation (see Note 5). | |||||||||||||||||||||||
Stock Based Compensation | |||||||||||||||||||||||
On May 28, 2014, the Company's Board of Directors adopted the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the "Plan"), which permits the Company to grant awards to current and prospective directors, officers, employees and consultants of the Company or an affiliate. An aggregate of 10,000,000 shares of common stock has been reserved for issuance under the Plan. In addition, the maximum number of awards to be granted to a participant in any calendar year is 500,000 shares. Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards in WPG, or long term incentive plan ("LTIP") units or performance units in WPG, L.P. The Plan terminates on May 28, 2024. | |||||||||||||||||||||||
Other Compensation Arrangements | |||||||||||||||||||||||
On June 24, 2014, Mark Ordan, our Chief Executive Officer, was awarded 153,610 LTIP units under the Plan, pursuant to the employment agreement between the Company and Mr. Ordan, dated as of February 15, 2014 (the "Employment Agreement"). The LTIP units were granted as "Inducement LTIP Units" under the terms of the Employment Agreement. Subject to certain exceptions, 25% of the Inducement LTIP Units will become vested on each of the first four anniversaries of the effective date of the Employment Agreement based on continued employment. The grant date fair value of the award of $3.0 million is being recognized as expense over the applicable vesting period. | |||||||||||||||||||||||
Mr. Ordan is also entitled to receive special performance LTIP units ("Special PP Units") under the terms of the employment agreement that vest based upon the Company's achievement of certain shareholder return and outperformance of the Company's stock relative to certain indices. These Special PP Units were valued by an external specialist at a discount to the stock price on the date of the separation in order to allow for the possibility that the stock performance conditions will not be met. If the performance criteria have been met, a maximum amount, based on the closing price for the 20 consecutive trading days commencing on the separation date, of $2.0 million ("First Special PP"), $1.5 million ("Second Special PP") and $1.5 million ("Third Special PP") may become earned on December 31, 2015, 2016 and 2017, respectively. The earned First and Second Special Units will vest on May 28, 2017 and the earned Third Special PP Units will be vested immediately upon being earned, subject to continued employment. The grant date fair value of the award of $2.3 million is being recognized as expense over the applicable vesting periods of the Special PP Units. | |||||||||||||||||||||||
We recorded compensation expense related to all LTIP units of approximately $0.1 million for the three and six months ended June 30, 2014, which expense is included in general and administrative expense in the accompanying consolidated and combined statements of operations. | |||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
7. Commitments and Contingencies | |
Litigation | |
We are involved from time-to-time in various legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such litigation, claims and administrative proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated. | |
Concentration of Credit Risk | |
Our properties rely heavily upon anchor or major tenants to attract customers; however, these retailers do not constitute a material portion of our financial results. Additionally, many anchor retailers in the mall properties own their spaces further reducing their contribution to our operating results. All operations are within the United States and no customer or tenant accounts for 5% or more of our consolidated and combined revenues. | |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Related Party Transactions | ' | |||||||||||||
Related Party Transactions | ' | |||||||||||||
8. Related Party Transactions | ||||||||||||||
As described in Notes 1 and 2, the accompanying consolidated and combined financial statements include the operations of SPG Businesses as carved-out from the financial statements of SPG for the periods prior to the separation and the operations of the properties under the Company's ownership subsequent to the separation. Transactions between the properties have been eliminated in the consolidated and combined presentation. | ||||||||||||||
For periods prior to the separation, a fee for certain centralized SPG costs for activities such as common costs for management and other services, national advertising and promotion programs, consulting, accounting, legal, marketing and management information systems has been charged to the properties in the combined financial statements. In addition, certain commercial general liability and property damage insurance is provided to the properties by an indirect subsidiary of SPG. In connection with the separation, WPG and SPG entered into property management agreements under which SPG manages WPG's mall properties. Additionally, WPG and SPG entered into a transition services agreement pursuant to which SPG provides to WPG, on an interim, transitional basis after the separation date, various services including administrative support for the strip centers, information technology, accounts payable and other financial functions, as well as engineering support, quality assurance support and other administrative services. Under the transition services agreement, SPG charges WPG, based upon SPG's allocation of certain shared costs such as insurance premiums, advertising and promotional programs, leasing and development fees. Amounts charged to expense for property management and common costs, services, and other as well as insurance premiums are included in property operating costs in the consolidated and combined statements of operations. Additionally, leasing and development fees charged by SPG are capitalized by the property. | ||||||||||||||
Charges for each of the periods presented for properties which are consolidated and combined are as included below: | ||||||||||||||
For the Three | For the Six | |||||||||||||
Months Ended | Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Property management and common costs, services and other | $ | 4,794 | $ | 3,824 | $ | 10,222 | $ | 9,102 | ||||||
Insurance premiums | 2,220 | 2,273 | 4,439 | 4,547 | ||||||||||
Advertising and promotional programs | 210 | 196 | 443 | 414 | ||||||||||
Capitalized leasing and development fees | 5,657 | 719 | 6,112 | 1,011 | ||||||||||
Charges for each of the periods presented for unconsolidated properties are as included below: | ||||||||||||||
For the Three | For the Six | |||||||||||||
Months Ended | Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Property management costs, services and other | $ | 801 | $ | 969 | $ | 1,826 | $ | 2,120 | ||||||
Insurance premiums | 54 | 59 | 109 | 117 | ||||||||||
Advertising and promotional programs | 13 | 15 | 26 | 30 | ||||||||||
Capitalized leasing and development fees | 46 | 26 | 97 | 53 | ||||||||||
At June 30, 2014 and December 31, 2013, $71 and $4,959, respectively, were payable to SPG and its affiliates and are included in accounts payable, accrued expenses, intangibles, and deferred revenues in the accompanying consolidated and combined balance sheets. | ||||||||||||||
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings Per Share | ' | |||||||||||||
Earnings Per Share | ' | |||||||||||||
9. Earnings Per Share | ||||||||||||||
We determine basic earnings per share based on the weighted average number of shares of common stock outstanding during the period and we consider any participating securities for purposes of applying the two-class method. We determine diluted earnings per share based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average shares that would have been outstanding assuming all potentially dilutive securities were converted into common shares at the earliest date possible. As described in Note 1, the common shares and units outstanding at the separation date are reflected as outstanding for all periods prior to the separation. The following table sets forth the computation of our basic and diluted earnings per share: | ||||||||||||||
For the Three Months | For the Six Months | |||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income attributable to common stockholders—basic and diluted | $ | 69,801 | $ | 34,251 | $ | 104,193 | $ | 80,480 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Weighted average shares outstanding—basic and diluted | 155,162,597 | 155,162,597 | 155,162,597 | 155,162,597 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Earnings per common share, basic and diluted | ||||||||||||||
Net income attributable to common stockholders | $ | 0.45 | $ | 0.22 | $ | 0.67 | $ | 0.52 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
For the three and six months ended June 30, 2014 and 2013, potentially dilutive securities include units that are exchangeable for common stock and LTIP units granted under the Plan that are convertible into units and exchangeable for common stock. No securities had a dilutive effect for the three and six months ended June 30, 2014 and 2013. We accrue dividends when they are declared. | ||||||||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
10. Subsequent Events | |
On July 17, 2014, the Company sold its 100% interest in Highland Lakes Center, a strip center in Orlando, FL, for $21.5 million. The Company estimates a gain on sale of approximately $9.1 million, which will be recorded in the third quarter of 2014. | |
On August 4, 2014, the Company's Board of Directors declared a quarterly cash dividend of $0.25 per common share, payable on September 15, 2014, to shareholders of record on August 27, 2014, with an ex-dividend date of August 25, 2014. | |
On August 4, 2014, the Board of Directors approved annual compensation for the period of May 28, 2014 through May 28, 2015 for the independent members of the Board of Directors of the Company. Each independent director's annual compensation shall total $200 based on a combination of cash and restricted stock units granted under the Plan. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies | ' |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
We consider all highly liquid investments purchased with an original maturity of 90 days or less to be cash and cash equivalents. Cash equivalents are carried at cost, which approximates fair value. Cash equivalents generally consist of commercial paper, bankers' acceptances, repurchase agreements, and money market deposits or securities. Financial instruments that potentially subject us to concentrations of credit risk include our cash and cash equivalents and our tenant receivables. We place our cash and cash equivalents with institutions with high credit quality. However, at certain times, such cash and cash equivalents may be in excess of FDIC and SIPC insurance limits. | |
Investment Properties | ' |
Investment Properties | |
We record investment properties at cost. Investment properties include costs of acquisitions; development, predevelopment, and construction (including allocable salaries and related benefits); tenant allowances and improvements; and interest and real estate taxes incurred during construction. We capitalize improvements and replacements from repair and maintenance when the repair and maintenance extends the useful life, increases capacity, or improves the efficiency of the asset. All other repair and maintenance items are expensed as incurred. We capitalize interest on projects during periods of construction until the projects are ready for their intended purpose based on interest rates in place during the construction period. We record depreciation on buildings and improvements utilizing the straight-line method over an estimated original useful life, which is generally 10 to 35 years. We review depreciable lives of investment properties periodically and we make adjustments when necessary to reflect a shorter economic life. We amortize tenant allowances and tenant improvements utilizing the straight-line method over the term of the related lease or occupancy term of the tenant, if shorter. We record depreciation on equipment and fixtures utilizing the straight-line method over seven to ten years. | |
We review investment properties for impairment on a property-by-property basis whenever events or changes in circumstances indicate that the carrying value of investment properties may not be recoverable. These circumstances include, but are not limited to, declines in a property's cash flows, ending occupancy or declines in tenant sales. We measure any impairment of investment property when the estimated undiscounted operating income before depreciation and amortization plus its residual value is less than the carrying value of the property. To the extent impairment has occurred, we charge to income the excess of carrying value of the property over its estimated fair value. We estimate fair value using unobservable data such as operating income, estimated capitalization rates, or multiples, leasing prospects and local market information. We may decide to sell properties that are held for use and the sale prices of these properties may differ from their carrying values. We also review our investments, including investments in unconsolidated entities, if events or circumstances change indicating that the carrying amount of our investments may not be recoverable. We will record an impairment charge if we determine that a decline in the fair value of the investments in unconsolidated entities is other-than-temporary. Changes in economic and operating conditions that occur subsequent to our review of recoverability of investment property and other investments in unconsolidated entities could impact the assumptions used in that assessment and could result in future charges to earnings if assumptions regarding those investments differ from actual results. | |
Investments in Unconsolidated Entities | ' |
Investments in Unconsolidated Entities | |
Joint ventures are common in the real estate industry. We use joint ventures to finance properties, develop new properties, and diversify our risk in a particular property or portfolio of properties. We held unconsolidated joint venture ownership interests in two properties as of June 30, 2014 and 11 properties as of December 31, 2013. | |
Certain of our joint venture properties are subject to various rights of first refusal, buy-sell provisions, put and call rights, or other sale or marketing rights for partners which are customary in real estate joint venture agreements and the industry. We and our partners in these joint ventures may initiate these provisions (subject to any applicable lock up or similar restrictions), which may result in either the sale of our interest or the use of available cash or borrowings to acquire the joint venture interest from our partner. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
Level 1 fair value inputs are quoted prices for identical items in active, liquid and visible markets such as stock exchanges. Level 2 fair value inputs are observable information for similar items in active or inactive markets, and appropriately consider counterparty creditworthiness in the valuations. Level 3 fair value inputs reflect our best estimate of inputs and assumptions market participants would use in pricing an asset or liability at the measurement date. The inputs are unobservable in the market and significant to the valuation estimate. We have no investments for which fair value is measured on a recurring basis using Level 3 inputs. | |
Note 5 includes a discussion of the fair value of debt measured using Level 2 inputs. Notes 3 and 4 include a discussion of the fair values recorded in purchase accounting, using Level 2 and Level 3 inputs. Level 3 inputs to our purchase accounting analyses include our estimations of net operating results of the property, capitalization rates and discount rates. | |
Purchase Accounting Allocation | ' |
Purchase Accounting Allocation | |
We allocate the purchase price of acquisitions and any excess investment in unconsolidated entities to the various components of the acquisition based upon the fair value of each component which may be derived from various observable or unobservable inputs and assumptions. Also, we may utilize third party valuation specialists. These components typically include buildings, land and intangibles related to in-place leases and we estimate: | |
• | |
the fair value of land and related improvements and buildings on an as-if-vacant basis, | |
• | |
the market value of in-place leases based upon our best estimate of current market rents and amortize the resulting market rent adjustment into revenues, | |
• | |
the value of costs to obtain tenants, including tenant allowances and improvements and leasing commissions, and | |
• | |
the value of revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant. | |
Amounts allocated to building are depreciated over the estimated remaining life of the acquired building or related improvements. We amortize amounts allocated to tenant improvements, in-place lease assets and other lease-related intangibles over the remaining life of the underlying leases. We also estimate the value of other acquired intangible assets, if any, which are amortized over the remaining life of the underlying related intangibles. | |
Use of Estimates | ' |
Use of Estimates | |
We prepared the accompanying consolidated and combined financial statements in accordance with GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reported period. Our actual results could differ from these estimates. | |
Segment Disclosure | ' |
Segment Disclosure | |
Our primary business is the ownership, development and management of retail real estate. We have aggregated our retail operations, including malls and strip centers, into one reportable segment because they have similar economic characteristics and we provide similar products and services to similar types of, and in many cases, the same tenants. | |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU No. 2014-08 changes the definition of a discontinued operation to include only those disposals of components of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU No. 2014-08 is effective prospectively for fiscal years beginning after December 15, 2014, but can be early-adopted. ASU 2014-08 also requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. We early adopted ASU No. 2014-08 and will apply the revised definition to all disposals on a prospective basis. | |
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 revises GAAP by offering a single comprehensive revenue recognition standard instead of numerous revenue requirements for particular industries or transactions, which sometimes resulted in different accounting for economically similar transactions. ASU No. 2014-09 is effective for annual reporting periods beginning after December 31, 2016 and early adoption is not permitted. An entity has the option to apply the provisions of ASU No. 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this standard recognized at the date of initial application. We are currently evaluating the impact the adoption of ASU No. 2014-09 will have on our financial statements and related disclosures. | |
Real_Estate_Acquisitions_and_D1
Real Estate Acquisitions and Dispositions (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Real Estate Acquisitions and Dispositions | ' | ||||
Summary of purchase price allocation, which is preliminary and subject to revision within the measurement period, not to exceed one year from the date of acquisition | ' | ||||
Investment properties | $ | 450,016 | |||
Other assets | 12,198 | ||||
Debt | (206,473 | ) | |||
Other liabilities | (7,380 | ) | |||
| | | | | |
Net assets acquired | 248,361 | ||||
Noncontrolling interest | (1,032 | ) | |||
Prior net cash distributions and losses | 26,235 | ||||
Gain on pre-existing interest | (88,843 | ) | |||
| | | | | |
Fair value of total consideration transferred | 184,721 | ||||
Less: Units issued | (22,464 | ) | |||
Less: Cash acquired | (7,887 | ) | |||
| | | | | |
Net cash paid for acquisitions | $ | 154,370 | |||
| | | | | |
| | | | | |
Indebtedness_Tables
Indebtedness (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Indebtedness | ' | ||||||||||
Schedule of mortgage indebtedness | ' | ||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Face amount of mortgage loans | $ | 1,501,446 | $ | 917,532 | |||||||
Premiums, net | 4,981 | 1,082 | |||||||||
| | | | | | | | ||||
Carrying value of mortgage loans | $ | 1,506,427 | $ | 918,614 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of mortgages on previously unencumbered properties | ' | ||||||||||
In addition, during the six months ended June 30, 2014, mortgages were obtained on previously unencumbered properties as follows (in millions): | |||||||||||
Property | Amount | Interest Rate | Type | Maturity | |||||||
Muncie Mall | $ | 37 | 4.19 | % | Fixed | 4/1/21 | |||||
Oak Court Mall | 40 | 4.76 | % | Fixed | 4/1/21 | ||||||
Lincolnwood Town Center | 53 | 4.26 | % | Fixed | 4/1/21 | ||||||
Cottonwood Mall | 105 | 4.82 | % | Fixed | 4/6/24 | ||||||
Westminster Mall | 85 | 4.65 | % | Fixed | 4/1/24 | ||||||
Charlottesville Fashion Square | 50 | 4.54 | % | Fixed | 4/1/24 | ||||||
Town Center at Aurora | 55 | 4.19 | % | Fixed | 4/1/19 | ||||||
| | | | | | | | | | | |
Total(1) | $ | 425 | |||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
Proceeds were retained by SPG as part of the separation (see Note 6). | |||||||||||
Schedule of fair values of the financial instruments and the related discount rate assumptions | ' | ||||||||||
June 30, | December 31, | ||||||||||
2014 | 2013 | ||||||||||
Fair value of fixed-rate mortgages | $ | 1,522,270 | $ | 981,631 | |||||||
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages | 3.16 | % | 3.06 | % |
Equity_Tables
Equity (Tables) | 6 Months Ended | ||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||
Equity | ' | ||||||||||||||||||||||
Schedule of reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ||||||||||||||||||||||
Common | Capital in | SPG | Retained | Total | Noncontrolling | Total | |||||||||||||||||
Stock | Excess of Par | Equity | Earnings | Stockholders' | Interests | Equity | |||||||||||||||||
Value | Equity | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | — | $ | — | $ | 1,560,989 | $ | — | $ | 1,560,989 | $ | 323,536 | $ | 1,884,525 | |||||||||
Issuance of shares in connection with separation | 16 | 707,085 | (707,101 | ) | — | — | — | — | |||||||||||||||
Issuance of limited partner units | — | — | — | — | — | 22,464 | 22,464 | ||||||||||||||||
Noncontrolling interest in property | — | — | — | — | — | 1,032 | 1,032 | ||||||||||||||||
Equity-based compensation | — | — | — | — | — | 142 | 142 | ||||||||||||||||
Adjustments to noncontrolling interests | — | 12,748 | — | — | 12,748 | (12,748 | ) | — | |||||||||||||||
Distributions to SPG, net(1) | — | — | (878,209 | ) | — | (878,209 | ) | (181,978 | ) | (1,060,187 | ) | ||||||||||||
Purchase of noncontrolling interest | — | — | — | — | — | (845 | ) | (845 | ) | ||||||||||||||
Net income | — | — | 24,321 | 79,872 | 104,193 | 21,590 | 125,783 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
Balance, June 30, 2014 | $ | 16 | $ | 719,833 | $ | — | $ | 79,872 | $ | 799,721 | $ | 173,193 | $ | 972,914 | |||||||||
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
-1 | |||||||||||||||||||||||
Amount includes approximately $1.0 billion of proceeds on new indebtedness retained by SPG L.P. as part of the separation (see Note 5). | |||||||||||||||||||||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) (SPG Businesses) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Consolidated properties | ' | |||||||||||||
Related Party Transactions | ' | |||||||||||||
Schedule of amounts charged to related party | ' | |||||||||||||
For the Three | For the Six | |||||||||||||
Months Ended | Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Property management and common costs, services and other | $ | 4,794 | $ | 3,824 | $ | 10,222 | $ | 9,102 | ||||||
Insurance premiums | 2,220 | 2,273 | 4,439 | 4,547 | ||||||||||
Advertising and promotional programs | 210 | 196 | 443 | 414 | ||||||||||
Capitalized leasing and development fees | 5,657 | 719 | 6,112 | 1,011 | ||||||||||
Unconsolidated properties | ' | |||||||||||||
Related Party Transactions | ' | |||||||||||||
Schedule of amounts charged to related party | ' | |||||||||||||
For the Three | For the Six | |||||||||||||
Months Ended | Months Ended | |||||||||||||
June 30, | June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Property management costs, services and other | $ | 801 | $ | 969 | $ | 1,826 | $ | 2,120 | ||||||
Insurance premiums | 54 | 59 | 109 | 117 | ||||||||||
Advertising and promotional programs | 13 | 15 | 26 | 30 | ||||||||||
Capitalized leasing and development fees | 46 | 26 | 97 | 53 |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Earnings Per Share | ' | |||||||||||||
Schedule of computation of basic and diluted earnings per share | ' | |||||||||||||
For the Three Months | For the Six Months | |||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Net income attributable to common stockholders—basic and diluted | $ | 69,801 | $ | 34,251 | $ | 104,193 | $ | 80,480 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Weighted average shares outstanding—basic and diluted | 155,162,597 | 155,162,597 | 155,162,597 | 155,162,597 | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Earnings per common share, basic and diluted | ||||||||||||||
Net income attributable to common stockholders | $ | 0.45 | $ | 0.22 | $ | 0.67 | $ | 0.52 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Organization_Details
Organization (Details) | 28-May-14 | 28-May-14 | Feb. 28, 2014 | Mar. 31, 2013 | 28-May-14 | 28-May-14 | 28-May-14 |
Malls | Strip centers | Strip centers | Strip centers | Shopping centers | SPG | WPG L.P. | |
property | property | property | property | property | property | item | |
Real estate properties | ' | ' | ' | ' | ' | ' | ' |
Number of properties whose ownership interests is distributed | 44 | 54 | ' | ' | 98 | 98 | ' |
Percentage of the entity's common shares distributed on a pro rata basis | ' | ' | ' | ' | ' | 100.00% | ' |
Redemption ratio of common units of operating partnership | ' | ' | ' | ' | ' | ' | 1 |
Number of properties held within joint venture portfolio sold | ' | ' | 1 | 3 | ' | ' | ' |
Basis_of_Presentation_and_Prin1
Basis of Presentation and Principles of Consolidation and Combination (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
property | property | property | Weighted average | Weighted average | Wholly-owned properties | Partially owned properties | Shopping centers | Malls | Strip centers | |
property | property | property | property | property | ||||||
Real estate properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Transaction and related costs | $39,931 | $39,931 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | ' | ' | ' | ' | 90 | 5 | 97 | 44 | 53 |
Number of joint venture properties | 2 | 2 | 11 | ' | ' | ' | ' | ' | ' | ' |
Ownership interest (as a percent) | 82.30% | 82.30% | 82.90% | 82.80% | 82.90% | ' | ' | ' | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Buildings and improvements | Minimum | ' |
Investment Properties | ' |
Estimated original useful life | '10 years |
Buildings and improvements | Maximum | ' |
Investment Properties | ' |
Estimated original useful life | '35 years |
Equipment and fixtures | Minimum | ' |
Investment Properties | ' |
Estimated original useful life | '7 years |
Equipment and fixtures | Maximum | ' |
Investment Properties | ' |
Estimated original useful life | '10 years |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details 2) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
item | property | |
property | ||
Investments in Unconsolidated Entities | ' | ' |
Number of joint venture properties | 2 | 11 |
Segment Disclosure | ' | ' |
Number of reportable segments | 1 | ' |
Recurring | Level 3 | ' | ' |
Fair Value Measurements | ' | ' |
Investments | 0 | ' |
Real_Estate_Acquisitions_and_D2
Real Estate Acquisitions and Dispositions (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||
Jun. 20, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 18, 2014 | Jun. 17, 2014 | Jun. 17, 2014 | Jun. 18, 2014 | Jun. 18, 2014 | Jun. 18, 2014 | Jun. 18, 2014 | Jun. 20, 2014 | Jan. 10, 2014 | Jun. 20, 2014 | Jun. 23, 2014 | Jan. 10, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Jun. 30, 2014 | Jun. 18, 2014 | Feb. 28, 2014 | Feb. 21, 2013 | |
Open-air shopping centers | Open-air shopping centers | Open-air shopping centers | Open-air shopping centers | Open-air shopping centers | Open-air shopping centers | Open-air shopping centers | Clay Terrace | SPG | WPG L.P. | Consolidated properties | Consolidated properties | Wholly-owned properties | Wholly-owned properties | Partially owned properties | Partially owned properties | Unconsolidated properties | Unconsolidated properties | |||||
property | Minimum | Maximum | Florida | Indiana | Connecticut | Virginia | sqft | property | Clay Terrace | New Castle Plaza | SPG | property | Open-air shopping centers | property | Open-air shopping centers | SPG | SPG | |||||
sqft | property | property | property | property | property | property | property | property | property | |||||||||||||
Real estate properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration on sale of real estate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,400,000 | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) recognized on disposition of the properties. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 14,200,000 |
Gain (loss) recognized on disposition of the properties through business combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | 88.20% | ' | ' |
Area of property ( in square feet) | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | 577,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration paid | 184,721,000 | ' | ' | ' | 162,000,000 | ' | ' | ' | ' | ' | ' | 22,900,000 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units paid for acquisition of property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,173,678 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash gain upon remeasurement of previously held interest to fair value | ' | 91,268,000 | 91,510,000 | 14,152,000 | 42,300,000 | ' | ' | ' | ' | ' | ' | 46,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties in which controlling interest acquired | ' | ' | ' | ' | 7 | ' | ' | 4 | 1 | 1 | 1 | ' | 3 | ' | ' | 2 | ' | ' | ' | ' | ' | 3 |
Land | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal ownership interest in properties | ' | ' | ' | ' | ' | 32.00% | 42.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90 | 4 | 5 | 3 | ' | ' |
Number of properties disposed of during the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 3 |
Summary of final purchase price allocation to the amounts of assets acquired and liabilities assumed as a result of the acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment properties | 450,016,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | 12,198,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt | -206,473,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other liabilities | -7,380,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired | 248,361,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling interest | -1,032,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior net cash distributions and losses | 26,235,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on pre-existing interest | -88,843,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of total consideration transferred | 184,721,000 | ' | ' | ' | 162,000,000 | ' | ' | ' | ' | ' | ' | 22,900,000 | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Units issued | -22,464,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Cash acquired | -7,887,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash paid for acquisitions | $154,370,000 | ' | $154,370,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indebtedness_Details
Indebtedness (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 18, 2014 | Jun. 20, 2014 | Jan. 10, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 11, 2014 | Feb. 11, 2014 | Feb. 20, 2014 | Feb. 20, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 20, 2014 | Jun. 19, 2014 | 28-May-14 | 28-May-14 | Jun. 05, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | 15-May-14 | Jun. 30, 2014 | 15-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 17, 2014 | 28-May-14 |
Open-air shopping centers | Clay Terrace | SPG | Mortgages | Mortgages | 5.65% fixed rate mortgage maturing August 11, 2014 | 4.796% fixed rate mortgage maturing March 1, 2024 | 5.89% fixed rate mortgage maturing July 1, 2014 | 4.84% fixed rate mortgage maturing March 6, 2024 | 4.19% fixed rate mortgage maturing April 1, 2021 | 4.76% fixed rate mortgage maturing April 1, 2021 | 4.26% fixed rate mortgage maturing April 1, 2021 | 4.82% fixed rate mortgage maturing April 6, 2024 | 4.65% fixed rate mortgage maturing April 1, 2024 | 4.54% fixed rate mortgage maturing April 1, 2024 | 4.19% fixed rate mortgage maturing April 1, 2019 | 5.84% fixed rate mortgage maturing February 1, 2017 | 5.84% fixed rate mortgage maturing February 1, 2017 | Facility | Facility | Facility | Facility | Facility | Secured debt | Secured debt | Unsecured debt | Unsecured debt | Unsecured debt | Unsecured debt | Unsecured debt | Unsecured debt | Unsecured debt | |||
property | property | Brunswick Square | Brunswick Square | West Ridge Mall | West Ridge Mall | Muncie Mall | Oak Court Mall | Lincolnwood Town Center | Cottonwood Mall | Westminster Mall | Charlottesville Fashion Square | Town Center at Aurora | Chesapeake Square | Chesapeake Square | SPG | Sunland Park Mall | Sunland Park Mall | Sunland Park Mall | Mortgages | Mortgages | Revolver | Revolver | Term Loan | Term Loan | Facility | Facility | Facility | |||||||
note | item | item | ||||||||||||||||||||||||||||||||
item | ||||||||||||||||||||||||||||||||||
mortgagePool | ||||||||||||||||||||||||||||||||||
property | ||||||||||||||||||||||||||||||||||
Indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total indebtedness | $1,506,427,000 | $918,614,000 | ' | ' | ' | $1,506,427,000 | $918,614,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000,000 | $918,600,000 | ' | $340,800,000 | ' | $500,000,000 | ' | ' | ' |
Premiums, net | ' | ' | ' | ' | ' | 4,981,000 | 1,082,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Refinanced debt/Repayment of mortgage | ' | ' | ' | ' | ' | ' | ' | 76,500,000 | ' | 64,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issued | ' | ' | ' | ' | ' | 1,501,446,000 | 917,532,000 | ' | 77,000,000 | ' | 54,000,000 | 37,000,000 | 40,000,000 | 53,000,000 | 105,000,000 | 85,000,000 | 50,000,000 | 55,000,000 | ' | ' | ' | ' | ' | ' | ' | 425,000,000 | ' | ' | ' | ' | ' | ' | 170,000,000 | 670,800,000 |
Interest Rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | 5.65% | 4.80% | 5.89% | 4.84% | 4.19% | 4.76% | 4.26% | 4.82% | 4.65% | 4.54% | 4.19% | ' | 5.84% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of debt including prepayment penalty and interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties in which controlling interest acquired | ' | ' | 7 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties on which additional mortgages are consolidated | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of properties in which additional mortgages consolidated | ' | ' | 88,900,000 | 117,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,522,270,000 | 981,631,000 | ' | ' | ' | ' | ' | ' | ' |
Unpaid principal balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000,000 | ' | 500,000,000 | ' | ' | ' | ' |
Number of extension options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 3 | ' | ' | ' | ' |
Period of extension option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | '12 months | ' | ' | ' | ' |
Basis of interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'one-month LIBOR | ' | 'one-month LIBOR | ' | ' | ' | ' |
Margin on interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.05% | ' | 1.15% | ' | ' | ' | ' |
Amount retained by SPG | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 585,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount retained to cover transaction and related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount repaid to SPG for deferred loan financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount retained on hand for other corporate and working capital purposes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate available borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 559,200,000 | ' | ' |
Number of non-recourse mortgage notes under which the Company and subsidiaries are borrowers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of properties secured by non-recourse mortgage notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of cross-defaulted and cross-collateralized mortgage pools | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Total number of properties pledged as collateral for cross-defaulted and cross-collateralized mortgages | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive quarters for which the cash levels are to be maintained to stated level | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of fixed-rate mortgages | ' | ' | $88,900,000 | $117,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,522,270,000 | $981,631,000 | ' | ' | ' | ' | ' | ' | ' |
Weighted average discount rates assumed in calculation of fair value for fixed-rate mortgages | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.16% | 3.06% | ' | ' | ' | ' | ' | ' | ' |
Equity_Details
Equity (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | ||
28-May-14 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Equity | ' | ' | ' | ' | ' |
Common stock issued to shareholders of SPG in connection with separation | 155,162,597 | ' | ' | ' | ' |
Limited partnership interest issued to unit holders of SPG L.P. | 32,075,487 | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | $1,884,525,000 | ' |
Issuance of limited partner units | ' | ' | ' | 22,464,000 | ' |
Noncontrolling interest in property | ' | ' | ' | 1,032,000 | ' |
Equity-based compensation | ' | ' | ' | 142,000 | ' |
Distributions to SPG, net | ' | ' | ' | -1,060,187,000 | ' |
Purchase of noncontrolling interest | ' | ' | ' | -845,000 | ' |
Net income | ' | 84,281,000 | 41,396,000 | 125,783,000 | 97,249,000 |
Balance at the end of the period | ' | 972,914,000 | ' | 972,914,000 | ' |
SPG | ' | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | 1,560,989,000 | ' |
Issuance of shares in connection with separation | ' | ' | ' | -707,101,000 | ' |
Distributions to SPG, net | ' | ' | ' | -878,209,000 | ' |
Net income | ' | ' | ' | 24,321,000 | ' |
Proceeds from debt issuance | ' | ' | ' | 1,000,000,000 | ' |
Total Stockholders' Equity | ' | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | 1,560,989,000 | ' |
Adjustments to noncontrolling interests | ' | ' | ' | 12,748,000 | ' |
Distributions to SPG, net | ' | ' | ' | -878,209,000 | ' |
Net income | ' | ' | ' | 104,193,000 | ' |
Balance at the end of the period | ' | 799,721,000 | ' | 799,721,000 | ' |
Common Stock | ' | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Issuance of shares in connection with separation | ' | ' | ' | 16,000 | ' |
Balance at the end of the period | ' | 16,000 | ' | 16,000 | ' |
Capital in Excess of Par Value | ' | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Issuance of shares in connection with separation | ' | ' | ' | 707,085,000 | ' |
Adjustments to noncontrolling interests | ' | ' | ' | 12,748,000 | ' |
Balance at the end of the period | ' | 719,833,000 | ' | 719,833,000 | ' |
Retained Earnings | ' | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | 79,872,000 | ' |
Balance at the end of the period | ' | 79,872,000 | ' | 79,872,000 | ' |
Noncontrolling Interests | ' | ' | ' | ' | ' |
Reconciliation of beginning and ending carrying amounts of consolidated and combined equity | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | 323,536,000 | ' |
Issuance of limited partner units | ' | ' | ' | 22,464,000 | ' |
Noncontrolling interest in property | ' | ' | ' | 1,032,000 | ' |
Equity-based compensation | ' | ' | ' | 142,000 | ' |
Adjustments to noncontrolling interests | ' | ' | ' | -12,748,000 | ' |
Distributions to SPG, net | ' | ' | ' | -181,978,000 | ' |
Purchase of noncontrolling interest | ' | ' | ' | -845,000 | ' |
Net income | ' | ' | ' | 21,590,000 | ' |
Balance at the end of the period | ' | $173,193,000 | ' | $173,193,000 | ' |
Equity_Details_2
Equity (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | 28-May-14 | Jun. 24, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Long Term Incentive Plan Units [Member] | Long Term Incentive Plan Units [Member] | Long Term Incentive Plan Units [Member] | Long Term Incentive Plan Units [Member] | Long Term Incentive Plan Units [Member] | Long Term Incentive Plan Units [Member] | ||||
Mark Ordan | Mark Ordan | Special PP Units | First Special PP | Second Special PP | Third Special PP | ||||
Mark Ordan | Mark Ordan | Mark Ordan | Mark Ordan | ||||||
Stock Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock reserved for issuance under the Plan | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' |
Maximum number of awards granted to a participant in any calendar year | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' |
Other Compensation Arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of LTIP Units awarded under the Plan, pursuant to the employment agreement | ' | ' | ' | 153,610 | ' | ' | ' | ' | ' |
Vesting percentage | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | '4 years | ' | ' | ' | ' | ' |
Period of consecutive trading days commencing on the separation date upon which closing price is based | ' | ' | ' | ' | ' | '20 days | ' | ' | ' |
Maximum amount to be earned if the performance criteria have been met | ' | ' | ' | ' | ' | ' | $2 | $1.50 | $1.50 |
Grant date fair value | ' | ' | ' | ' | 3 | 2.3 | ' | ' | ' |
Stock based compensation expense | $0.10 | $0.10 | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Combined revenues, Concentration of credit risk, Maximum) | 6 Months Ended |
Jun. 30, 2014 | |
Combined revenues | Concentration of credit risk | Maximum | ' |
Concentration of Credit Risk | ' |
Percentage of consolidated revenues from a single customer or tenant | 5.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG Businesses | SPG and its affiliates | SPG and its affiliates | |
Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Consolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | Unconsolidated properties | |||
Property management costs, services and other | Property management costs, services and other | Property management costs, services and other | Property management costs, services and other | Insurance premiums | Insurance premiums | Insurance premiums | Insurance premiums | Advertising and promotional programs | Advertising and promotional programs | Advertising and promotional programs | Advertising and promotional programs | Capitalized leasing and development fees | Capitalized leasing and development fees | Capitalized leasing and development fees | Capitalized leasing and development fees | Property management costs, services and other | Property management costs, services and other | Property management costs, services and other | Property management costs, services and other | Insurance premiums | Insurance premiums | Insurance premiums | Insurance premiums | Advertising and promotional programs | Advertising and promotional programs | Advertising and promotional programs | Advertising and promotional programs | Capitalized leasing and development fees | Capitalized leasing and development fees | Capitalized leasing and development fees | Capitalized leasing and development fees | |||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts charged to related party | $4,794 | $3,824 | $10,222 | $9,102 | $2,220 | $2,273 | $4,439 | $4,547 | $210 | $196 | $443 | $414 | $5,657 | $719 | $6,112 | $1,011 | $801 | $969 | $1,826 | $2,120 | $54 | $59 | $109 | $117 | $13 | $15 | $26 | $30 | $46 | $26 | $97 | $53 | ' | ' |
Amount payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $71 | $4,959 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share | ' | ' | ' | ' |
Net income attributable to common stockholders - basic | $69,801 | $34,251 | $104,193 | $80,480 |
Net income attributable to common stockholders - diluted | 69,081 | 34,251 | 104,193 | 80,480 |
Weighted average shares outstanding - basic | 155,162,597 | 155,162,597 | 155,162,597 | 155,162,597 |
Weighted average shares outstanding - diluted (in shares) | 155,162,597 | 155,162,597 | 155,162,597 | 155,162,597 |
Earnings per common share, basic and diluted | ' | ' | ' | ' |
Net income attributable to common stockholders (in dollars per share) | $0.45 | $0.22 | $0.67 | $0.52 |
Dilutive securities | $0 | $0 | $0 | $0 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Events, USD $) | 0 Months Ended | |
Aug. 04, 2014 | Jul. 17, 2014 | |
Highland Lakes Center | ||
Subsequent events | ' | ' |
Percentage of ownership interest sold | ' | 100.00% |
Consideration on sale of real estate | ' | $21,500,000 |
Gain on sale of interests in properties | ' | 9,100,000 |
Quarterly cash dividend declared (in dollars per share) | $0.25 | ' |
Annual compensation of independent director | $200,000 | ' |