Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ACADIA REALTY TRUST | |
Entity Central Index Key | 899,629 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 75,670,695 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Operating real estate | ||
Land | $ 477,205 | $ 514,120 |
Buildings and improvements | 1,499,033 | 1,593,350 |
Construction in progress | 24,365 | 19,239 |
Gross operating real estate | 2,000,603 | 2,126,709 |
Less: accumulated depreciation | 265,174 | 298,703 |
Net operating real estate | 1,735,429 | 1,828,006 |
Real estate under development | 647,142 | 609,574 |
Notes receivable and preferred equity investments | 273,542 | 147,188 |
Investments in and advances to unconsolidated affiliates | 284,238 | 173,277 |
Cash and cash equivalents | 83,853 | 72,776 |
Cash in escrow | 18,709 | 26,444 |
Restricted cash | 10,840 | 10,840 |
Rents receivable, net | 38,217 | 40,425 |
Deferred charges, net | 23,423 | 22,568 |
Acquired lease intangibles, net | 61,795 | 52,593 |
Prepaid expenses and other assets | 57,852 | 48,628 |
Total assets | 3,235,040 | 3,032,319 |
LIABILITIES | ||
Mortgage and other notes payable, net of unamortized loan costs of $9,665 and $10,567, respectively, and unamortized premiums of $1,462 and $1,364, respectively | 799,264 | 1,050,051 |
Unsecured notes payable, net of unamortized loan costs of $1,225 and $1,155, respectively | 445,501 | 308,555 |
Distributions in excess of income from, and investments in, unconsolidated affiliates | 24,013 | 13,244 |
Accounts payable and accrued expenses | 38,343 | 38,754 |
Dividends and distributions payable | 20,162 | 37,552 |
Acquired lease intangibles, net | 37,489 | 31,809 |
Other liabilities | 109,351 | 31,000 |
Total liabilities | 1,474,123 | 1,510,965 |
Shareholders' Equity | ||
Common shares, $.001 par value, authorized 100,000,000 shares; issued and outstanding 74,772,581 and 70,258,415 shares, respectively | 75 | 70 |
Additional paid-in capital | 1,287,854 | 1,092,239 |
Accumulated other comprehensive loss | (15,220) | (4,463) |
Retained earnings | 22,919 | 12,642 |
Total shareholders’ equity | 1,295,628 | 1,100,488 |
Noncontrolling interests | 465,289 | 420,866 |
Total equity | 1,760,917 | 1,521,354 |
Total liabilities and equity | $ 3,235,040 | $ 3,032,319 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 74,772,581 | 70,258,415 |
Common stock, shares outstanding (in shares) | 74,772,581 | 70,258,415 |
Mortgages and other notes payable | ||
Debt Instrument [Line Items] | ||
Unamortized loan costs | $ 9,665 | $ 10,567 |
Unamortized premiums | 1,462 | 1,364 |
Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Unamortized loan costs | $ 1,225 | $ 1,155 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Rental income | $ 35,186 | $ 39,784 | $ 73,776 | $ 77,971 |
Interest income | 7,415 | 3,985 | 12,053 | 7,393 |
Expense reimbursements | 7,769 | 7,825 | 15,728 | 17,891 |
Other | 963 | 1,567 | 2,459 | 2,387 |
Total revenues | 51,333 | 53,161 | 104,016 | 105,642 |
Operating Expenses | ||||
Property operating | 5,105 | 6,196 | 10,642 | 13,927 |
Other operating | 538 | 599 | 829 | 2,719 |
Real estate taxes | 5,640 | 6,419 | 11,805 | 12,711 |
General and administrative | 8,521 | 8,005 | 17,873 | 15,537 |
Depreciation and amortization | 14,678 | 13,903 | 31,527 | 27,561 |
Impairment of asset | 0 | 5,000 | 0 | 5,000 |
Total operating expenses | 34,482 | 40,122 | 72,676 | 77,455 |
Operating income | 16,851 | 13,039 | 31,340 | 28,187 |
Equity in earnings of unconsolidated affiliates | 1,740 | 3,406 | 3,694 | 9,999 |
Gain on disposition of property of unconsolidated affiliates | 0 | 17,105 | 0 | 17,105 |
Loss on debt extinguishment | (15) | (25) | (15) | (134) |
Gain on disposition of properties | 16,572 | 61,841 | 81,965 | 88,984 |
Interest and other finance expense | (8,882) | (9,964) | (16,920) | (18,785) |
Income before income tax (provision) benefit | 26,266 | 85,402 | 100,064 | 125,356 |
Income tax (provision) benefit | (111) | 56 | (34) | (1,361) |
Net income | 26,155 | 85,458 | 100,030 | 123,995 |
Net income attributable to noncontrolling interests | (8,237) | (58,963) | (53,187) | (80,953) |
Net income attributable to Common Shareholders | $ 17,918 | $ 26,495 | $ 46,843 | $ 43,042 |
Basic and diluted earnings per share (in dollars per share) | $ 0.24 | $ 0.38 | $ 0.64 | $ 0.62 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 26,155 | $ 85,458 | $ 100,030 | $ 123,995 |
Other comprehensive (loss) income | ||||
Unrealized (loss) income on valuation of swap agreements | (5,279) | 2,644 | (14,098) | (1,655) |
Reclassification of realized interest on swap agreements | 1,140 | 2,399 | 2,186 | 3,452 |
Other comprehensive (loss) income | (4,139) | 5,043 | (11,912) | 1,797 |
Comprehensive income | 22,016 | 90,501 | 88,118 | 125,792 |
Comprehensive income attributable to noncontrolling interests | (7,851) | (60,461) | (52,032) | (82,029) |
Comprehensive income attributable to Common Shareholders | $ 14,165 | $ 30,040 | $ 36,086 | $ 43,763 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Total Shareholders’ Equity | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Retained Earnings | Noncontrolling Interests |
Balance (in Shares) at Dec. 31, 2015 | 70,258,415 | 70,258,000 | |||||
Balance at period start at Dec. 31, 2015 | $ 1,521,354 | $ 1,100,488 | $ 70 | $ 1,092,239 | $ (4,463) | $ 12,642 | $ 420,866 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership (in Shares) | 319,000 | ||||||
Conversion of OP Units to Common Shares by limited partners of the Operating Partnership | 0 | 7,383 | $ 1 | 7,382 | (7,383) | ||
Issuance of Common Shares, net of issuance costs (in Shares) | 4,170,000 | ||||||
Issuance of Common Shares, net of issuance costs | 141,349 | 141,349 | $ 4 | 141,345 | |||
Issuance of OP Units to Acquire Real Estate | 29,336 | 29,336 | |||||
Dividends declared ($0.50 per Common Share) | (39,498) | (36,566) | (36,566) | (2,932) | |||
Employee and trustee stock compensation, net (in Shares) | 26,000 | ||||||
Employee and trustee stock compensation, net | 6,076 | 474 | 474 | 5,602 | |||
Acquisition of noncontrolling interests | (18,379) | 7,569 | 7,569 | (25,948) | |||
Change in control of previously consolidated investment | (75,713) | (75,713) | |||||
Noncontrolling interest distributions | (49,135) | (49,135) | |||||
Noncontrolling interest contributions | 157,409 | 157,409 | |||||
Reallocation of noncontrolling interest | 0 | 38,845 | 38,845 | (38,845) | |||
Balance before adjustment towards comprehensive income (in Shares) | 74,773,000 | ||||||
Balance before adjustment towards comprehensive income | 1,672,799 | 1,259,542 | $ 75 | 1,287,854 | (4,463) | (23,924) | 413,257 |
Comprehensive (loss) income: | |||||||
Net income | 100,030 | 46,843 | 46,843 | 53,187 | |||
Unrealized loss on valuation of swap agreements | (14,098) | (12,656) | (12,656) | (1,442) | |||
Reclassification of realized interest on swap agreements | 2,186 | 1,899 | 1,899 | 287 | |||
Comprehensive income | $ 88,118 | 36,086 | (10,757) | 46,843 | 52,032 | ||
Balance (in Shares) at Jun. 30, 2016 | 74,772,581 | 74,773,000 | |||||
Balance at period end at Jun. 30, 2016 | $ 1,760,917 | $ 1,295,628 | $ 75 | $ 1,287,854 | $ (15,220) | $ 22,919 | $ 465,289 |
CONSOLIDATED STATEMENTS OF SHA7
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parentheticals) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Common stock, dividends, per share, declared (in dollars per share) | $ 0.50 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 100,030 | $ 123,995 |
Adjustments to reconcile net income to net cash provided by operating activities | ||
Depreciation and amortization | 31,527 | 27,561 |
Amortization of financing costs | 1,192 | 1,546 |
Gain on disposition of properties | (81,965) | (88,984) |
Impairment of asset | 0 | 5,000 |
Stock compensation expense | 4,150 | 3,746 |
Equity in earnings of unconsolidated affiliates | (3,694) | (9,999) |
Gain on disposition of property of unconsolidated affiliates | 0 | (17,105) |
Distributions of operating income from unconsolidated affiliates | 2,974 | 10,035 |
Other, net | (3,812) | (2,645) |
Changes in assets and liabilities | ||
Cash in escrow | 5,139 | (11,505) |
Rents receivable, net | (886) | (2,401) |
Prepaid expenses and other assets | (4,546) | 7,928 |
Accounts payable and accrued expenses | 1,794 | 3,828 |
Other liabilities | (9,144) | 2,751 |
Net cash provided by operating activities | 42,759 | 53,751 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisition of real estate | (18,537) | (273,071) |
Deposits for properties under contract | (17,500) | 0 |
Redevelopment and property improvement costs | (55,890) | (105,245) |
Deferred leasing costs | (2,915) | (4,274) |
Investments in and advances to unconsolidated affiliates | (63,034) | (6,505) |
Return of capital from unconsolidated affiliates | 35,608 | 5,660 |
Proceeds from disposition of property of unconsolidated affiliates | 0 | 25,604 |
Change in control of previously consolidated investment | (2,578) | 0 |
Proceeds from notes receivable | 24,500 | 0 |
Issuance of notes receivable | (136,803) | (48,200) |
Proceeds from sale of properties, net | 150,379 | 197,882 |
Net cash used in investing activities | (86,770) | (208,149) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Principal payments on mortgage and other notes | (275,620) | (78,351) |
Principal payments on unsecured debt | (471,500) | (109,815) |
Proceeds received from mortgage and other notes | 22,371 | 83,161 |
Proceeds received from unsecured debt | 608,515 | 185,600 |
Loan proceeds held as restricted cash | 0 | 30,324 |
Deferred financing and other costs | (3,024) | (2,746) |
Capital contributions from noncontrolling interests | 157,409 | 30,134 |
Distributions to noncontrolling interests | (71,432) | (64,648) |
Dividends paid to Common Shareholders | (52,980) | (53,270) |
Proceeds from issuance of Common Shares, net of issuance costs of $3,383 and $522, respectively | 141,349 | 21,080 |
Net cash provided by financing activities | 55,088 | 41,469 |
Increase (decrease) in cash and cash equivalents | 11,077 | (112,929) |
Cash and cash equivalents, beginning of period | 72,776 | 217,580 |
Cash and cash equivalents, end of period | 83,853 | 104,651 |
Supplemental disclosure of cash flow information | ||
Cash paid during the period for interest, net of capitalized interest of $9,771 and $7,465, respectively | 19,246 | 22,735 |
Cash paid for income taxes | (1,267) | 1,573 |
Supplemental disclosure of non-cash investing activities | ||
Acquisition of real estate through assumption of debt | 1,463 | 90,765 |
Acquisition of capital lease obligation | 76,461 | 0 |
Acquisition of real estate through issuance of OP Units | 29,336 | 0 |
Acquisition of real estate through conversion of notes receivable | 0 | 6,886 |
Acquisition of real estate through assumption of restricted cash | 0 | 28,192 |
Disposition of air rights through issuance of notes receivable | 0 | (29,793) |
Change in control of previously consolidated investment | ||
Real estate, net | 90,559 | 0 |
Investment in unconsolidated affiliates | (21,421) | 0 |
Other assets and liabilities | 3,997 | 0 |
Noncontrolling interest | (75,713) | 0 |
Change in control of previously consolidated investment | $ (2,578) | $ 0 |
CONSOLIDATED STATEMENTS OF CAS9
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Cash Flows [Abstract] | ||
Stock issuance costs | $ 3,383 | $ 522 |
Cash paid for capitalized interest | $ 9,771 | $ 7,465 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION Business and Organization Acadia Realty Trust (the "Trust") and subsidiaries (collectively, the "Company") is a fully-integrated equity real estate investment trust ("REIT") focused on the ownership, acquisition, redevelopment and management of high-quality retail properties located primarily in high-barrier-to-entry, supply-constrained, densely-populated metropolitan areas in the United States. All of the Company's assets are held by, and all of its operations are conducted through, Acadia Realty Limited Partnership (the "Operating Partnership") and entities in which the Operating Partnership owns an interest. As of June 30, 2016 , the Trust controlled approximately 94% of the Operating Partnership as the sole general partner. As the general partner, the Trust is entitled to share, in proportion to its percentage interest, in the cash distributions and profits and losses of the Operating Partnership. The limited partners primarily represent entities or individuals that contributed their interests in certain properties or entities to the Operating Partnership in exchange for common or preferred units of limited partnership interest ("Common OP Units" or "Preferred OP Units") and employees who have been awarded restricted OP units ("LTIP Units") as long-term incentive compensation (Note 13). Limited partners holding Common OP Units are generally entitled to exchange their units on a one-for-one basis for common shares of beneficial interest of the Trust ("Common Shares"). As of June 30, 2016 , the Company has ownership interests in 110 properties within its core portfolio, which consist of those properties either wholly owned, or partially owned through joint venture interests, by the Operating Partnership, or subsidiaries thereof, not including those properties owned through its opportunity funds (the "Core Portfolio"). The Company also has ownership interests in 58 properties within its opportunity funds, Acadia Strategic Opportunity Fund II, LLC ("Fund II"), Acadia Strategic Opportunity Fund III LLC ("Fund III") and Acadia Strategic Opportunity Fund IV LLC ("Fund IV" and together with Funds II and III, the "Funds"). The 168 Core Portfolio and Fund properties consist of commercial properties, which are primarily high-quality urban and/or street retail properties, community shopping centers and mixed-use properties with a retail component. The Company and Fund II also include investments in operating companies through Acadia Mervyn Investors I, LLC ("Mervyns I"), Acadia Mervyn Investors II, LLC ("Mervyns II") and, in certain instances, directly through Fund II, all on a non-recourse basis. These investments comprise and are referred to as the Company's Retailer Controlled Property Initiative ("RCP Venture"). The Operating Partnership is the sole managing member of the Funds, Mervyns I and Mervyns II and earns fees or priority distributions for asset management, property management, construction, redevelopment, leasing and legal services. Cash from the Funds and RCP Venture is distributed pro-rata to the respective partners and members (including the Operating Partnership) until each receives a certain cumulative return ("Preferred Return"), and the return of all capital contributions. Thereafter, remaining cash flow is distributed 20% to the Operating Partnership ("Promote") and 80% to the partners or members (including the Operating Partnership). Following is a table summarizing the general terms and the Operating Partnership's equity interests in the Funds and Mervyns I and II: Entity Formation Date Operating Partnership Share of Capital Fund Size Capital Called as of June 30, 2016 (4) Unfunded Commitment Equity Interest Held By Operating Partnership Preferred Return Total Distributions as of June 30, 2016 (4) Mervyns I (1) 9/2001 22.22% $90.0 $86.6 $— 37.78% 9% $194.5 Fund II and Mervyns II (2) 6/2004 28.33% 300.0 300.0 47.1 28.33% 8% 131.6 Fund III (3) 5/2007 24.54% 502.5 387.5 62.5 39.63% 6% 509.8 Fund IV 5/2012 23.12% 540.6 239.3 301.2 23.12% 6% 101.9 Notes: (1) Mervyns I was originally formed in conjunction with Acadia Strategic Opportunity Fund, LP ("Fund I"). Fund I was liquidated and dissolved as of December 31, 2015. The above table reflects the combined activity of Fund I and Mervyns I. Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is entitled to a Promote on all future cash distributions from Mervyns I. 1. ORGANIZATION AND BASIS OF PRESENTATION (continued) (2) During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects. (3) Fund III has returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions. (4) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares. Basis of Presentation The consolidated financial statements include the consolidated accounts of the Company and its investments in entities in which the Company is presumed to have control in accordance with the consolidation guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Investments in entities for which the Company has the ability to exercise significant influence but does not have financial or operating control are accounted for under the equity method of accounting. Accordingly, the Company's share of the net earnings (or losses) of entities accounted for under the equity method are included in consolidated net income under the caption, Equity in Earnings of Unconsolidated Affiliates. Investments in entities for which the Company does not have the ability to exercise any influence are accounted for under the cost method. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016 . The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods. Such adjustments consisted of normal recurring items. These consolidated financial statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K, as filed with the SEC on February 19, 2016. During the three months ended June 30, 2016, management determined that certain transactions involving the issuance of Common Shares of the Trust and Common OP Units, Preferred OP Units, and LTIP Units of the Operating Partnership, should have resulted in an adjustment to the Operating Partnership’s non-controlling interest ("OPU NCI") and the Trust’s Additional Paid-in-Capital ("APIC") to reflect the difference between the fair value of the consideration received or paid and the book value of the Common Shares, Common OP Units, Preferred OP Units, and LTIP Units involving these changes in ownership (the "Rebalancing"). During the three months ended June 30, 2016, the Trust increased its APIC with an offsetting reduction to the OPU NCI of approximately $38.8 million , of which approximately $31.8 million of this Rebalancing related to prior years. Management concluded that the Rebalancing adjustments were not meaningful to the Company’s financial position for any of the prior years, and the quarterly periods in 2016, and as such, this cumulative change was recorded in the consolidated balance sheet and statement of shareholder’s equity in the second quarter of 2016 as an out-of-period adjustment. The misclassification had no impact on the previously-reported consolidated assets, liabilities or total equity or on the consolidated statements of income, comprehensive income, or cash flows. Real Estate The Company reviews its long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. During the quarter ended June 30, 2015, as a result of the loss of a key anchor tenant, one of the properties in the Company's Brandywine Portfolio, in which an unaffiliated third party has a 77.78% noncontrolling interest, did not generate sufficient cash flow to meet the full debt service requirements leading to a default on the mortgage loan. Management performed an analysis and determined that the carrying amount of this property was not recoverable. Accordingly, the Company recorded an impairment charge of $5.0 million during the quarter ended June 30, 2015. The Operating Partnership's share of this charge, net of the noncontrolling interest, was $1.1 million . The property is collateral for $26.3 million of non-recourse mortgage debt, which matured July 1, 2016. Management does not believe that the carrying values of any of its other properties are impaired as of June 30, 2016 . 1. ORGANIZATION AND BASIS OF PRESENTATION (continued) Recent Accounting Pronouncements During June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses." ASU 2016-13 requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for periods beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Retrospective adjustments shall be applied through a cumulative-effect adjustment to retained earnings. The Company is in the process of evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements. During February 2016, the FASB issued ASU No. 2016-02, "Leases." ASU 2016-02 requires that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted and shall be applied retrospectively. The Company is in the process of evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. On January 1, 2016, the Company adopted ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis," which modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE's"), particularly those with fee arrangements and related party relationships. There were no entities qualifying under the scope of the revised guidance that were consolidated as a result of the adoption. Accordingly, the adoption of ASU 2015-02 had no impact on the Company's consolidated financial statements. During August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern." ASU 2014-15 requires an entity's management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. ASU 2014-15 is effective for periods beginning after December 15, 2016. ASU 2014-15 is not expected to have a material impact on the Company's financial statements. During May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2017. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER COMMON SHARE | EARNINGS PER COMMON SHARE Basic earnings per Common Share is computed by dividing net income attributable to Common Shareholders by the weighted average Common Shares outstanding. At June 30, 2016 , the Company has unvested LTIP Units (Note 13) which provide for non-forfeitable rights to dividend equivalent payments. Accordingly, these unvested LTIP Units are considered participating securities and are included in the computation of basic earnings per Common Share pursuant to the two-class method. Diluted earnings per Common Share reflects the potential dilution of the conversion of obligations and the assumed exercises of securities including the effects of restricted share unit ("Restricted Share Units") awards issued under the Company's Share Incentive Plans (Note 13). The effect of the assumed conversion of 188 Series A Preferred OP Units into 25,067 Common Shares, would be anti-dilutive and therefore not included for the three months ended June 30, 2016. Conversely, the assumed conversion of these would be dilutive and included in the computation of diluted earning per share for the three months ended June 30, 2015 and six months ended June 30, 2016 and June 30, 2015. The effect of the assumed conversion of 141,593 Series C Preferred OP Units into 402,252 Common Shares, would be anti-dilutive and therefore not included in the computation of diluted earnings per share for the three and six months ended June 30, 2016 and June 30, 2015, respectively. Additionally, the 3,600,000 Common Shares that were subject to the forward sales agreement entered into in April 2016 were not included in the computation of diluted earnings per share for the three and six months ended June 30, 2016 as they were anti-dilutive. The effect of the conversion of Common OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Common Shares on a one-for-one basis. The income allocable to such units is allocated on this same basis and reflected as noncontrolling interests in the accompanying consolidated financial statements. As such, the assumed conversion of these units would have no net impact on the determination of diluted earnings per share. The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, (dollars in thousands, except per share amounts) 2016 2015 2016 2015 Numerator Net income attributable to Common Shareholders $ 17,918 $ 26,495 $ 46,843 $ 43,042 Less: net income attributable to participating securities (223 ) (377 ) (589 ) (615 ) Net income attributable to Common Shareholders, net of income attributable to participating securities 17,695 26,118 46,254 42,427 Denominator Weighted average shares for basic earnings per share 72,896 68,825 71,826 68,561 Effect of dilutive securities: Employee Restricted Share Units and share options — 19 — 30 Convertible Preferred OP Units — 25 25 25 Denominator for diluted earnings per share 72,896 68,869 71,851 68,616 Basic and diluted earnings per Common Share attributable to Common Shareholders $ 0.24 $ 0.38 $ 0.64 $ 0.62 |
SHAREHOLDERS' EQUITY AND NONCON
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS | SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS During the six months ended June 30, 2016, the Company issued 3.3 million Common Shares under its $200.0 million at-the-market ("ATM") equity program, generating gross proceeds of $114.2 million and net proceeds of $112.7 million . As of June 30, 2016, there was $14.4 million remaining under this program. During the six months ended June 30, 2016, the Company issued 442,478 Common OP Units and 141,593 Series C Preferred OP Units to acquire real estate. The Series C Preferred OP Units have a value of $100.00 per unit and are entitled to a preferred quarterly distribution of $0.9375 per unit. The Series C Preferred OP Units are convertible into Common OP Units at a rate based on the share price at the time of conversion. During April 2016, the Company entered into a forward sale agreement to issue 3,600,000 Common Shares for net proceeds of $124.5 million . As of June 30, 2016, 867,612 of these shares have been physically settled, generating net proceeds of $30.0 million . Subject to the Company's right to elect cash or net share settlement, the Company expects to physically settle the forward sale agreement in conjunction with the closing of its acquisitions. The forward sale agreement expires during April 2017. Noncontrolling interests represent the portion of equity in entities consolidated in the accompanying consolidated financial statements that the Company does not own. Such noncontrolling interests are reported on the Consolidated Balance Sheets within equity, separately from shareholders' equity, and include third party interests in the Company’s Funds and other entities. It also includes interests in the Operating Partnership which represent (i) the limited partners’ 3,317,760 and 2,931,198 Common OP Units at June 30, 2016 and December 31, 2015 , respectively; (ii) 188 Series A Preferred OP Units at June 30, 2016 and December 31, 2015 , respectively; (iii) 141,593 Series C Preferred OP Units at June 30, 2016 and (iv) 1,045,146 and 929,169 LTIP Units at June 30, 2016 and December 31, 2015 , respectively. |
ACQUISITION AND DISPOSITION OF
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE | 6 Months Ended |
Jun. 30, 2016 | |
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT | |
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE | ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE Acquisitions During 2016, the Company acquired the following properties through its Core Portfolio and Fund IV: (dollars in thousands) Property GLA Percent Owned Type Month of Acquisition Purchase Price Location Assumption of Debt Core Portfolio: Gotham Plaza (1) 122,902 49 % Urban Retail Center January $ 39,808 New York, NY $ 10,472 991 Madison Avenue (2) 6,920 100 % Street Retail March 76,628 New York, NY — 165 Newbury Street 1,588 100 % Street Retail May 6,250 Boston, MA — Renaissance Portfolio (3) 305,000 20 % Street Retail June 67,600 Washington, D.C. 20,000 Total Core Portfolio 436,410 $ 190,286 $ 30,472 Fund IV: 1964 Union Street 3,817 90 % Street Retail January $ 2,250 San Francisco, CA $ 1,463 Restaurants at Fort Point 15,711 100 % Urban Retail Center January 11,500 Boston, MA — Total Fund IV 19,528 $ 13,750 $ 1,463 Total 455,938 $ 204,036 $ 31,935 4. ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued) Acquisitions (continued) Notes: (1) The Company acquired a 49% membership interest in this property for $39.8 million . The Company's pro-rata share of debt assumed was $10.5 million . In connection with this acquisition, the Company issued 442,478 Common OP Units and 141,593 Preferred OP Units. (2) The purchase price represents the total discounted payments pursuant to a 49 -year master lease entered into by the Company, which is accounted for as a capital lease. During the six months ended June 30, 2016 , lease payments totaling $7.2 million were made under this lease. (3) The Company acquired a 20% membership interest in an existing joint venture for $67.6 million . The Company's pro-rata share of debt assumed was $20.0 million of debt. The assets and liabilities of the underlying entity are stated at historical cost basis. The difference between the Company's investment and the historical cost basis will be allocated over the fair value of the underlying assets and liabilities and amortized over their respective lives. For the six months ended June 30, 2016 , the Company expensed $1.9 million of acquisition costs in the Core Portfolio and $0.2 million of acquisition costs in Fund IV. Purchase Price Allocations With the exception of 1964 Union Street, which was an asset acquisition, and 991 Madison Avenue, a master lease position, the above acquisitions have been accounted for as business combinations. The purchase prices were allocated to the acquired assets and assumed liabilities based on their estimated fair values at the dates of acquisition. The preliminary measurements of fair value reflected below are subject to change. The Company expects to finalize the valuations and complete the purchase price allocations within one year from the dates of acquisition. The following table summarizes the Company's preliminary estimated allocations of the purchase prices of assets acquired and liabilities assumed during 2016 which have yet to be finalized: (dollars in thousands) Preliminary Purchase Price Allocations Land $ 30,419 Buildings and improvements 296,534 Debt assumed (included in Mortgage and other notes payable) (121,371 ) Total consideration $ 205,582 During 2015 and 2016, the Company acquired properties and recorded the preliminary allocations of the purchase prices to the assets acquired and liabilities assumed based on provisional measurements of fair value. During 2016, the Company finalized the allocations of the purchase prices and made certain measurement period adjustments. These allocation adjustments resulted in an increase to depreciation and amortization expense of $1.9 million and a reduction to rental income of $0.1 million for the six months ended June 30, 2016, which related to 2015. 4. ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued) Acquisitions (continued) The following table summarizes the preliminary allocations of the purchase prices of these properties and the finalized allocations as adjusted as of June 30, 2016 : (dollars in thousands) Purchase Price Allocations as Originally Reported Adjustments Finalized Purchase Price Allocations Land $ 86,765 $ 2,344 $ 89,109 Buildings and improvements 267,551 (11,743 ) 255,808 Acquisition-related intangible assets (in Acquired lease intangibles, net) — 23,071 23,071 Acquisition-related intangible liabilities (in Acquired lease intangibles, net) — (12,951 ) (12,951 ) Below market debt assumed (in Mortgage and other notes payable) (10,885 ) (721 ) (11,606 ) Total consideration $ 343,431 $ — $ 343,431 Dispositions During 2016, the Company disposed of the following properties: (dollars in thousands) Dispositions GLA Sales Price Gain on Sale Month Sold Owner Cortlandt Town Center (1) — $ 107,250 $ 65,393 January Fund III Heritage Shops 82,098 46,500 16,572 April Fund III Total 82,098 $ 153,750 $ 81,965 Note: (1) Fund III sold a 65% controlling interest in Cortlandt Town Center for $107,250 , resulting in a gain on sale of $65,393 . Properties Held For Sale At June 30, 2016 and December 31, 2015, the Company had no properties classified as held-for-sale. |
INVESTMENTS IN AND ADVANCES TO
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS IN AND ADVANCES TO UNCOLSOLIDATED AFFILIATES | INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES Core Portfolio The Company owns a 49% interest in a 311,000 square foot shopping center located in White Plains, New York ("Crossroads"), a 50% interest in an approximately 28,000 square foot retail portfolio located in Georgetown, Washington D.C. (the "Georgetown Portfolio") and an 88.43% tenancy-in-common interest in an 87,000 square foot retail property located in Chicago, Illinois ("840 N. Michigan"). The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have financial or operating control. During January 2016, the Company completed the acquisition of a 49% interest in an approximately 123,000 square foot retail property located in Manhattan, New York ("Gotham Plaza"), for a purchase price of $39.8 million . Consideration for this purchase consisted of the assumption of 49% of the existing non-recourse debt of $21.4 million and the issuance of both Common and Preferred OP Units. The Company accounts for this investment under the equity method as it has the ability to exercise significant influence, but does not have financial or operating control. During May 2016, the Company completed the acquisition of a 20% interest in a portfolio of 17 mixed-use properties, 16 of which are located in Georgetown, Washington D.C. and one which is located in Alexandria, Virginia (the "Renaissance Portfolio"). The Company accounts for this investment under the equity method as it has the ability to exercise significant influence, but does not have financial or operating control. The Company owns a 22.22% interest in an approximately one million square foot retail portfolio (the "Brandywine Portfolio") located in Wilmington, Delaware. Prior to the second quarter of 2016, the Company had a controlling interest in the Brandywine Portfolio, and it was therefore consolidated within the Company’s financial statements. During the second quarter of 2016, the arrangement with the partners of the Brandywine Portfolio was modified to change the legal ownership from a partnership to a tenancy in common (“TIC”), as well as to provide certain participating rights to the outside partners. As a result of these modifications, the Company deconsolidated the Brandywine Portfolio and accounts for its interest under the equity method of accounting. Furthermore, as the owners of the Brandywine Portfolio had consistent ownership interests before and after the modification and the underlying nets assets are unchanged, the Company has reflected the change from consolidation to equity method based upon its historical cost. Additionally, during the quarter ended June 30, 2016, the outstanding balance of $140.0 million of non-recourse debt collateralized by the Brandywine Portfolio was repaid. The Company provided a loan collateralized by the partners’ ownership interest in the TIC, as further described in Note 6, for their proportionate share of the repayment. Funds RCP Venture The Funds, together with two unaffiliated partners formed an investment group, the RCP Venture, for the purpose of making investments in surplus or underutilized properties owned by retailers and, in some instances, the retailers' operating company. The RCP Venture is neither a single entity nor a specific investment and the Company has no control or rights with respect to the formation and operation of these investments. The Company has made these investments through its subsidiaries, Mervyns I, Mervyns II and Fund II, (together the "Acadia Investors"), all on a non-recourse basis. Through June 30, 2016 , the Acadia Investors have made investments in Mervyns Department Stores ("Mervyns") and Albertsons including additional investments in locations that are separate from these original investments ("Add-On Investments"). Additionally, they have invested in Shopko, Marsh and Rex Stores Corporation (collectively "Other RCP Investments"). The Company accounts for its investments in Mervyns and Albertsons on the equity method as it has the ability to exercise significant influence, but does not have any rights with respect to financial or operating control. The Company accounts for its investments in its Add-On Investments and Other RCP Investments on the cost method as it does not have any influence over such entities' operating and financial policies nor any rights with respect to the control and operation of these entities. During the six months ended June 30, 2016 , the Company received distributions from its RCP Venture of $0.1 million , of which the Operating Partnership's aggregate share was $0.02 million . 5. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (continued) The following table summarizes activity related to the RCP Venture investments from inception through June 30, 2016 : (dollars in thousands) Fund Share Operating Partnership Share Investment Year Acquired Invested Capital and Advances Distributions Invested Capital and Advances Distributions Mervyns 2004 $ 26,058 $ 48,648 $ 4,901 $ 11,821 Mervyns Add-On investments 2005/2008 7,547 9,272 1,252 2,017 Albertsons 2006 20,717 81,594 4,239 16,318 Albertsons Add-On investments 2006/2007 2,416 4,864 388 972 Shopko 2006 1,110 3,358 222 672 Marsh and Add-On investments 2006/2008 2,667 2,941 533 588 Rex Stores 2007 2,701 4,927 535 986 Total $ 63,216 $ 155,604 $ 12,070 $ 33,374 Other Fund Investments The unaffiliated partners in Fund III's investments in Arundel Plaza as well as Fund IV's investments in 1701 Belmont Avenue, 2819 Kennedy Boulevard, Promenade at Manassas, Eden Square, 650 Bald Hill Road and the Broughton Street Portfolio, maintain control over these entities. The Company accounts for these investments under the equity method as it has the ability to exercise significant influence, but does not have financial or operating control. Self-Storage Management, a Fund III investment, was determined to be a variable interest entity. Management has evaluated the applicability of ASC Topic 810 to this joint venture and determined that the Company is not the primary beneficiary and, therefore, consolidation of this venture is not required. The Company accounts for this investment using the equity method of accounting. During January 2016, Fund III completed the disposition of a 65% interest in Cortlandt Town Center for a sales price of $107.3 million . The Company now accounts for this investment under the equity method as it has the ability to exercise significant influence, but does not have financial or operating control. 5. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (continued) Summary of Investments in Unconsolidated Affiliates The following Aggregate and Condensed Balance Sheets and Statements of Income summarize the financial information of the Company’s investments in unconsolidated affiliates: (dollars in thousands) June 30, December 31, Aggregate and Condensed Balance Sheets Assets Rental property, net $ 723,344 $ 302,976 Real estate under development 40,830 35,743 Investment in unconsolidated affiliates 6,853 6,853 Other assets 86,321 47,083 Total assets $ 857,348 $ 392,655 Liabilities and partners’ equity Mortgage notes payable $ 440,407 $ 192,684 Other liabilities 27,266 21,945 Partners’ equity 389,675 178,026 Total liabilities and partners’ equity $ 857,348 $ 392,655 Company’s investment in and advances to unconsolidated affiliates $ 284,238 $ 173,277 Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates $ (24,013 ) $ (13,244 ) Three Months Ended Six Months Ended June 30, June 30, (dollars in thousands) 2016 2015 2016 2015 Aggregate and Condensed Statements of Income Total revenues $ 19,022 $ 10,342 $ 32,394 $ 22,015 Operating and other expenses (7,286 ) (3,102 ) (11,016 ) (6,833 ) Interest and other finance expense (3,377 ) (2,259 ) (6,113 ) (4,897 ) Equity in earnings of unconsolidated affiliates — — — 66,655 Depreciation and amortization (4,984 ) (2,787 ) (8,864 ) (5,037 ) Gain on disposition of property — 25,208 — 25,208 Net income $ 3,375 $ 27,402 $ 6,401 $ 97,111 Company’s share of net income $ 1,838 $ 20,609 $ 3,890 $ 27,300 Amortization of excess investment (98 ) (98 ) (196 ) (196 ) Company’s equity in earnings of unconsolidated affiliates $ 1,740 $ 20,511 $ 3,694 $ 27,104 |
STRUCTURED FINANCING PORTFOLIO
STRUCTURED FINANCING PORTFOLIO | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans on Real Estate [Abstract] | |
STRUCTURED FINANCING PORTFOLIO | STRUCTURED FINANCING PORTFOLIO As of June 30, 2016 , the Company’s structured financing portfolio, consisted of notes receivable and preferred equity investments, aggregating $273.5 million . These investments were collateralized either by underlying properties, the borrowers' ownership interests in the entities that own properties and/or by the borrowers' personal guarantee subordinate, as applicable, to senior liens, as follows: (dollars in thousands) Description Notes Effective interest rate (1) Net Carrying Amounts of Structured Financing Portfolio as of June 30, 2016 Net Carrying Amounts of Structured Financing Portfolio as of December 31, 2015 Maturity date Extension Options First Mortgage Loan (2) 7.0% $ 13,250 $ — 7/13/2016 1 x 3 Months First Mortgage Loan (3) 8.8% — 7,500 11/1/2016 First Mortgage Loan 6.0% 15,000 15,000 5/1/2017 Preferred Equity (4) 8.1% — 13,000 9/1/2017 First Mortgage Loan LIBOR + 7.1% 26,000 26,000 6/25/2018 1 x 12 Months First Mortgage Loan (5) 8.1% 153,400 30,879 4/30/2019 Zero Coupon Loan (6) 2.5% 30,617 30,234 5/31/2020 Preferred Equity (7) 15.3% 14,000 — 1/13/2021 2 x 12 Months First Mortgage Loan (8) 9.0% 12,000 12,000 Demand Individually less than 3% (9) (10) (11) 5.5% to 18.0% 9,275 12,575 12/31/2016 to 7/1/2017 Total $ 273,542 $ 147,188 Notes: (1) Includes origination and exit fees (2) During January 2016, Fund IV made a $13.3 million loan, which is collateralized by a property, bears interest at 7.0% and matures on July 13, 2016 . (3) During February 2016, the Company received full principal repayment of this $7.5 million note. (4) During February 2016, the Company received a payment of $13.4 million , which included $13.0 million of full principal repayment and $0.4 million of prepayment penalty representing interest through June 2016 on this preferred equity investment that was originally scheduled to mature on September 1, 2017 . (5) During April 2016, the Company restructured a $30.9 million mezzanine loan, which bore interest at 15% , and replaced it with a new $153.4 million loan collateralized by a first mortgage in the borrower's TIC interest. The new loan bears interest at 8.1% and matures April 30, 2019 (Note 5). (6) The principal balance for this loan, which requires no current payments of interest, is increased by the interest accrued. (7) During January 2016, Fund IV made a preferred equity investment in a joint venture for $14.0 million . The investment has a mandatory redemption date of January 13, 2021 and earns a preferred return rate of 15.3% . (8) Loan was non-performing as of June 30, 2016 . Based on the value of the underlying collateral, no reserve has been established against this loan. (9) During 2016, the Company advanced an additional $0.7 million on two loans collateralized by properties. (10) Consists of three loans as of June 30, 2016 . (11) During June 2016, the Company received full principal repayment of a $4.0 million preferred equity investment. 6. STRUCTURED FINANCING PORTFOLIO (continued) The Company monitors the credit quality of its notes receivable on an ongoing basis and considers indicators of credit quality such as loan payment activity, the estimated fair value of the underlying collateral, the seniority of the Company's loan in relation to other debt secured by the collateral and the prospects of the borrower. As of June 30, 2016 , the Company held one non-performing note. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS As of June 30, 2016 , the Company's derivative financial instruments consisted of 17 interest rate swaps with an aggregate notional amount of $317.0 million , which effectively fix the London Inter-Bank Offer Rate ("LIBOR") at rates ranging from 1.2% to 3.8% and mature between July 2018 and June 2026 . The Company is also a party to one forward interest rate swap transaction with respect to $50.0 million of LIBOR-based variable-rate debt. The Company also has one derivative financial instrument with a notional value of $29.5 million which caps LIBOR at 4.0% and matures April 2018 . The fair value of these derivative instruments that represent liabilities are included in other liabilities in the Consolidated Balance Sheets and totaled $16.4 million and $5.9 million at June 30, 2016 and December 31, 2015 , respectively. The fair value of these derivative instruments representing assets are included in prepaid expenses and other assets in the Consolidated Balance Sheets and totaled $0.8 million at December 31, 2015 . The notional value does not represent exposure to credit, interest rate, or market risks. These derivative instruments have been designated as cash flow hedges and hedge the future cash outflows of variable-rate interest payments on mortgage and other debt. Such instruments are reported at their fair values as stated above. As of June 30, 2016 and December 31, 2015 , unrealized losses totaling $15.2 million and $4.5 million , respectively, were reflected in accumulated other comprehensive loss on the Consolidated Balance Sheets. It is estimated that approximately $4.8 million included in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense in the next 12 months. As of June 30, 2016 and December 31, 2015 , no derivatives were designated as fair value hedges, hedges of net investments in foreign operations or considered to be ineffective. Additionally, the Company does not use derivatives for trading or speculative purposes. |
MORTGAGE AND OTHER NOTES PAYABL
MORTGAGE AND OTHER NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans on Real Estate [Abstract] | |
MORTGAGE AND OTHER NOTES PAYABLE | MORTGAGE AND OTHER NOTES PAYABLE The Company completed the following transactions related to mortgage notes payable during the six months ended June 30, 2016 : (dollars in thousands) Borrowings Repayments Property Date Description Amount Interest Rate Maturity Date Amount Interest Rate Cortlandt Town Center January Repayment $ — — $ 83,070 LIBOR+1.65% 1964 Union Street January Assumption 1,463 3.8% 10/1/2025 — Chicago Street Retail Portfolio January Repayment — — 14,955 5.62% Heritage Shops April Repayment — — 24,456 LIBOR+1.55% 330-340 River Street May Refinancing 12,000 LIBOR+1.70% 6/1/2026 10,336 5.24% 2208-2216 Fillmore Street June New borrowing 5,606 3.4% 6/1/2026 — 1861 Union Street June New borrowing 2,315 3.4% 6/1/2026 — Brandywine Portfolio June Repayment — 139,950 6.0% Total $ 21,384 $ 272,767 Additionally, the Company is in default on one loan with respect to $26.3 million of non-recourse mortgage debt which is collateralized by a property. |
UNSECURED NOTES PAYABLE
UNSECURED NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
UNSECURED NOTES PAYABLE | UNSECURED NOTES PAYABLE The Company completed the following transactions related to its unsecured credit facilities during the six months ended June 30, 2016 : The Company repaid the remaining $20.8 million of its revolving unsecured credit facility. During June 2016, the Company canceled the existing credit facility and entered into a new $150.0 million revolving unsecured credit facility. The new facility bears interest at LIBOR plus 140 basis points and matures June 27, 2020 with a one-year extension option. There is no outstanding balance as of June 30, 2016. The Company repaid the $50.0 million term loan and closed on a new $150.0 million unsecured term loan. The facility bears interest at LIBOR+1.30% and matures June 27, 2021 . The Company borrowed $7.5 million on its Fund II credit facility. The outstanding balance under this facility is $20.0 million as of June 30, 2016 . The Company repaid $5.3 million on its Fund IV subscription line. The outstanding balance under this facility is $86.6 million as of June 30, 2016 . The Company borrowed $5.6 million on its Fund IV term loan. The outstanding balance under this facility is $40.1 million as of June 30, 2016 . The Company closed on a $50.0 million unsecured term loan. The facility bears interest at LIBOR+1.30% and matures January 4, 2021 . |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The FASB's fair value measurements and disclosure guidance requires the valuation of certain of the Company's financial assets and liabilities, based on a three-level fair value hierarchy. Market value assumptions obtained from sources independent of the Company are observable inputs that are classified within Levels 1 and 2 of the hierarchy, and the Company's own assumptions about market value assumptions are unobservable inputs classified within Level 3 of the hierarchy. The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2016 : (dollars in thousands) Level 1 Level 2 Level 3 Liabilities Derivative financial instruments (Note 7) $ — $ 16,380 $ — In addition to items that are measured at fair value on a recurring basis, the Company also has assets and liabilities on its consolidated balance sheets that are measured at fair value on a nonrecurring basis. As these assets and liabilities are not measured at fair value on a recurring basis, they are not included in the table above. Assets and liabilities that are measured at fair value on a nonrecurring basis include assets acquired and liabilities assumed in business combinations as well as any assets that have been impaired (Note 4). Financial Instruments Certain of the Company’s assets and liabilities meet the definition of financial instruments. Except as disclosed below, the carrying amounts of these financial instruments approximate their fair values. The Company has determined the estimated fair values of the following financial instruments within Level 2 of the hierarchy by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date: (dollars in thousands) June 30, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Notes receivable and preferred equity investments, net $ 273,542 $ 273,542 $ 147,188 $ 147,188 Mortgage and other notes payable $ 1,244,765 $ 1,272,251 $ 1,358,606 $ 1,382,318 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company earned property management fees, construction, legal and leasing fees from its investments in unconsolidated affiliates totaling $0.4 million and $0.1 million for each of the three months ended June 30, 2016 and 2015, respectively and $0.6 million and $0.2 million for the six months ended June 30, 2016 and 2015, respectively. As further described in Notes 5 and 6, the Company provided a loan of $153.4 million to the owners of a TIC interest in the Brandywine Portfolio. |
SEGMENT REPORTING
SEGMENT REPORTING | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING The Company has three reportable segments: Core Portfolio, Funds and Structured Financing Portfolio. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates property performance primarily based on net operating income before depreciation, amortization and certain nonrecurring items. Investments in the Core Portfolio are typically held long-term. Given the contemplated finite life of the Funds, these investments are typically held for shorter terms. Fees earned by the Company as the general partner/managing member of the Funds are eliminated in the Company's consolidated financial statements. The Structured Financing Portfolio represents the Company's investments in notes receivable and preferred equity. The following tables set forth certain segment information for the Company, as of and for the three and six months ended June 30, 2016 and 2015, and does not include unconsolidated affiliates: Three Months Ended June 30, 2016 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 34,693 $ 9,225 $ 7,415 $ 51,333 Property operating expenses, other operating and real estate taxes (8,286 ) (2,997 ) — (11,283 ) General and administrative expenses (7,967 ) (554 ) — (8,521 ) Depreciation and amortization (11,706 ) (2,972 ) — (14,678 ) Operating income 6,734 2,702 7,415 16,851 Equity in earnings of unconsolidated affiliates 581 1,159 — 1,740 Loss on debt extinguishment — (15 ) — (15 ) Gain on disposition of properties — 16,572 — 16,572 Interest and other finance expense (7,113 ) (1,769 ) — (8,882 ) Income tax provision (87 ) (24 ) — (111 ) Net income $ 115 $ 18,625 $ 7,415 $ 26,155 Noncontrolling interests Net income attributable to noncontrolling interests $ (9 ) $ (8,228 ) $ — $ (8,237 ) Net income attributable to Common Shareholders $ 106 $ 10,397 $ 7,415 $ 17,918 Real Estate at Cost $ 1,528,848 $ 1,118,897 $ — $ 2,647,745 Total Assets $ 1,809,395 $ 1,152,103 $ 273,542 $ 3,235,040 Acquisition of Real Estate $ 6,250 $ — $ — $ 6,250 Investment in Redevelopment and Improvements $ 6,975 $ 11,452 $ — $ 18,427 12. SEGMENT REPORTING (continued) Three Months Ended June 30, 2015 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 37,593 $ 11,583 $ 3,985 $ 53,161 Property operating expenses, other operating and real estate taxes (8,235 ) (4,979 ) — (13,214 ) General and administrative expenses (7,397 ) (608 ) — (8,005 ) Depreciation and amortization (10,568 ) (3,335 ) — (13,903 ) Impairment of asset (5,000 ) — — (5,000 ) Operating income 6,393 2,661 3,985 13,039 Equity in earnings of unconsolidated affiliates 699 2,707 — 3,406 Gain on disposition of property of unconsolidated affiliates — 17,105 — 17,105 Loss on debt extinguishment — (25 ) — (25 ) Gain on disposition of properties — 61,841 — 61,841 Interest and other finance expense (7,329 ) (2,635 ) — (9,964 ) Income tax benefit (provision) 75 (19 ) — 56 Net (loss) income $ (162 ) $ 81,635 $ 3,985 $ 85,458 Noncontrolling interests Net loss (income) attributable to noncontrolling interests $ 2,205 $ (61,168 ) $ — $ (58,963 ) Net income attributable to Common Shareholders $ 2,043 $ 20,467 $ 3,985 $ 26,495 Real Estate at Cost $ 1,553,174 $ 1,025,406 $ — $ 2,578,580 Total Assets $ 1,650,555 $ 1,154,213 $ 168,931 $ 2,973,699 Acquisition of Real Estate $ — $ 52,800 $ — $ 52,800 Investment in Redevelopment and Improvements $ 3,271 $ 61,480 $ — $ 64,751 12. SEGMENT REPORTING (continued) Six Months Ended June 30, 2016 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 72,800 $ 19,163 $ 12,053 $ 104,016 Property operating expenses, other operating and real estate taxes (16,848 ) (6,428 ) — (23,276 ) General and administrative expenses (17,040 ) (833 ) — (17,873 ) Depreciation and amortization (25,201 ) (6,326 ) — (31,527 ) Operating income 13,711 5,576 12,053 31,340 Equity in earnings of unconsolidated affiliates 1,173 2,521 — 3,694 Loss on debt extinguishment — (15 ) — (15 ) Gain on disposition of properties — 81,965 — 81,965 Interest and other finance expense (13,877 ) (3,043 ) — (16,920 ) Income tax provision (10 ) (24 ) — (34 ) Net income $ 997 $ 86,980 $ 12,053 $ 100,030 Noncontrolling interests Net income attributable to noncontrolling interests $ (2,831 ) $ (50,356 ) $ — $ (53,187 ) Net (loss) income attributable to Common Shareholders $ (1,834 ) $ 36,624 $ 12,053 $ 46,843 Real Estate at Cost $ 1,528,848 $ 1,118,897 $ — $ 2,647,745 Total Assets $ 1,809,395 $ 1,152,103 $ 273,542 $ 3,235,040 Acquisition of Real Estate $ 6,250 $ 12,287 $ — $ 18,537 Investment in Redevelopment and Improvements $ 10,222 $ 45,668 $ — $ 55,890 12. SEGMENT REPORTING (continued) Six Months Ended June 30, 2015 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 73,186 $ 25,063 $ 7,393 $ 105,642 Property operating expenses, other operating and real estate taxes (17,926 ) (11,431 ) — (29,357 ) General and administrative expenses (14,208 ) (1,329 ) — (15,537 ) Depreciation and amortization (20,475 ) (7,086 ) — (27,561 ) Impairment of asset (5,000 ) — — (5,000 ) Operating income 15,577 5,217 7,393 28,187 Equity in earnings of unconsolidated affiliates 1,133 8,866 — 9,999 Gain on disposition of property of unconsolidated affiliates — 17,105 — 17,105 Loss on debt extinguishment — (134 ) — (134 ) Gain on disposition of properties — 88,984 — 88,984 Interest and other finance expense (13,797 ) (4,988 ) — (18,785 ) Income tax provision (405 ) (956 ) — (1,361 ) Net income $ 2,508 $ 114,094 $ 7,393 $ 123,995 Noncontrolling interests Net loss (income) attributable to noncontrolling interests $ 2,026 $ (82,979 ) $ — $ (80,953 ) Net income attributable to Common Shareholders $ 4,534 $ 31,115 $ 7,393 $ 43,042 Real Estate at Cost $ 1,553,174 $ 1,025,406 $ — $ 2,578,580 Total Assets $ 1,650,555 $ 1,154,213 $ 168,931 $ 2,973,699 Acquisition of Real Estate $ 169,235 $ 103,836 $ — $ 273,071 Investment in Redevelopment and Improvements $ 9,624 $ 95,621 $ — $ 105,245 |
LONG-TERM INCENTIVE COMPENSATIO
LONG-TERM INCENTIVE COMPENSATION | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
LONG-TERM INCENTIVE COMPENSATION | LONG-TERM INCENTIVE COMPENSATION During the six months ended June 30, 2016, the Company issued 319,242 LTIP Units and 11,094 Restricted Share Units to employees of the Company pursuant to its Amended and Restated 2006 Share Incentive Plan (the "Share Incentive Plan"). These awards were measured at their fair value on the grant date. The total value of the above Restricted Share Units and LTIP Units as of the grant date was $10.1 million , of which $1.9 million was recognized as compensation expense in 2015, and $8.2 million will be recognized as compensation expense over the vesting period. Compensation expense of $0.8 million has been recognized in the accompanying consolidated statements of income related to these awards for the six months ended June 30, 2016 . Total long-term incentive compensation expense, including the expense related to the above-mentioned plans, was $3.7 million and $3.5 million for the six months ended June 30, 2016 and 2015, respectively. In addition, members of the Board of Trustees (the "Board") have been issued units under the Share Incentive Plan. During the quarter ended June 30, 2016 the Company issued 13,491 Restricted Shares and 10,822 LTIP Units to Trustees of the Company in connection with Trustee fees. Vesting with respect to 4,674 of the Restricted Shares and 5,532 of the LTIP Units will be on the first anniversary of the date of issuance and 8,817 of the Restricted Shares and 5,290 of the LTIP Unites vest over three years with 33% vesting on each of the next three anniversaries of the issuance date. The Restricted Shares do not carry voting rights or other rights of Common Shares until vesting and may not be transferred, assigned or pledged until the recipients have a vested non-forfeitable right to such shares. Dividends are not paid currently on unvested Restricted Shares, but are paid cumulatively from the issuance date through the applicable vesting date of such Restricted Shares. Total trustee fee expense, included the expense related to the above-mentioned plans, was $0.5 million and $0.4 million for the six months ended June 30, 2016 and 2015, respectively. 13. LONG-TERM INCENTIVE COMPENSATION (continued) In 2009, the Company adopted the Long Term Investment Alignment Program (the "Program") pursuant to which the Company may grant awards to employees, entitling them to receive up to 25% of any potential future payments of Promote to the Operating Partnership from Funds III and IV. The Company has awarded units to employees representing 25% of the potential Promote payments from Fund III to the Operating Partnership and 9.3% of the potential Promote payments from Fund IV to the Operating Partnership. Payments to senior executives under the Program require further Board approval at the time any potential payments are due pursuant to these grants. Compensation relating to these awards will be recognized in each reporting period in which Board approval is granted. As payments to other employees are not subject to further Board approval, compensation relating to these awards will be recorded based on the change in the estimated fair value at each reporting period in accordance with ASC Topic 718, "Compensation - Stock Compensation." During the six months ended June 30, 2016, compensation expense of $2.5 million was recognized related to the Program in connection with Fund III. The awards in connection with Fund IV were determined to have no intrinsic value as of June 30, 2016. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS During July 2016, the Company canceled the remaining amount on its $200 million ATM program and entered into a new ATM program with aggregate offerings of up to $250.0 million . |
ORGANIZATION AND BASIS OF PRE24
ORGANIZATION AND BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the consolidated accounts of the Company and its investments in entities in which the Company is presumed to have control in accordance with the consolidation guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"). Investments in entities for which the Company has the ability to exercise significant influence but does not have financial or operating control are accounted for under the equity method of accounting. Accordingly, the Company's share of the net earnings (or losses) of entities accounted for under the equity method are included in consolidated net income under the caption, Equity in Earnings of Unconsolidated Affiliates. Investments in entities for which the Company does not have the ability to exercise any influence are accounted for under the cost method. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016 . The information furnished in the accompanying consolidated financial statements reflects all adjustments that, in the opinion of management, are necessary for a fair presentation of the aforementioned consolidated financial statements for the interim periods. Such adjustments consisted of normal recurring items. These consolidated financial statements should be read in conjunction with the Company's 2015 Annual Report on Form 10-K, as filed with the SEC on February 19, 2016. |
Real Estate | Real Estate The Company reviews its long-lived assets for impairment when there is an event or change in circumstances that indicates that the carrying amount may not be recoverable. The Company measures and records impairment losses and reduces the carrying value of properties when indicators of impairment are present and the expected undiscounted cash flows related to those properties are less than their carrying amounts. In cases where the Company does not expect to recover its carrying costs on properties held for use, the Company reduces its carrying cost to fair value, and for properties held-for-sale, the Company reduces its carrying value to the fair value less costs to dispose. During the quarter ended June 30, 2015, as a result of the loss of a key anchor tenant, one of the properties in the Company's Brandywine Portfolio, in which an unaffiliated third party has a 77.78% noncontrolling interest, did not generate sufficient cash flow to meet the full debt service requirements leading to a default on the mortgage loan. Management performed an analysis and determined that the carrying amount of this property was not recoverable. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements During June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, "Financial Instruments - Credit Losses." ASU 2016-13 requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. ASU 2016-13 is effective for periods beginning after December 15, 2019, with adoption permitted for fiscal years beginning after December 15, 2018. Retrospective adjustments shall be applied through a cumulative-effect adjustment to retained earnings. The Company is in the process of evaluating the impact the adoption of ASU 2016-13 will have on its consolidated financial statements. During February 2016, the FASB issued ASU No. 2016-02, "Leases." ASU 2016-02 requires that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for periods beginning after December 15, 2018, with early adoption permitted and shall be applied retrospectively. The Company is in the process of evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. On January 1, 2016, the Company adopted ASU No. 2015-02, "Consolidation - Amendments to the Consolidation Analysis," which modified the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIE's"), particularly those with fee arrangements and related party relationships. There were no entities qualifying under the scope of the revised guidance that were consolidated as a result of the adoption. Accordingly, the adoption of ASU 2015-02 had no impact on the Company's consolidated financial statements. During August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements - Going Concern." ASU 2014-15 requires an entity's management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. ASU 2014-15 is effective for periods beginning after December 15, 2016. ASU 2014-15 is not expected to have a material impact on the Company's financial statements. During May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which the standard will be adopted in 2017. |
ORGANIZATION AND BASIS OF PRE25
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Noncontrolling Interest In Individual Investee | Following is a table summarizing the general terms and the Operating Partnership's equity interests in the Funds and Mervyns I and II: Entity Formation Date Operating Partnership Share of Capital Fund Size Capital Called as of June 30, 2016 (4) Unfunded Commitment Equity Interest Held By Operating Partnership Preferred Return Total Distributions as of June 30, 2016 (4) Mervyns I (1) 9/2001 22.22% $90.0 $86.6 $— 37.78% 9% $194.5 Fund II and Mervyns II (2) 6/2004 28.33% 300.0 300.0 47.1 28.33% 8% 131.6 Fund III (3) 5/2007 24.54% 502.5 387.5 62.5 39.63% 6% 509.8 Fund IV 5/2012 23.12% 540.6 239.3 301.2 23.12% 6% 101.9 Notes: (1) Mervyns I was originally formed in conjunction with Acadia Strategic Opportunity Fund, LP ("Fund I"). Fund I was liquidated and dissolved as of December 31, 2015. The above table reflects the combined activity of Fund I and Mervyns I. Fund I and Mervyns I have returned all capital and preferred return. The Operating Partnership is entitled to a Promote on all future cash distributions from Mervyns I. 1. ORGANIZATION AND BASIS OF PRESENTATION (continued) (2) During 2013, a distribution of $47.1 million was made to the Fund II investors, including the Operating Partnership. This amount is subject to recontribution to Fund II until December 2016, if needed to fund the on-going development and construction of existing projects. (3) Fund III has returned all capital and preferred return. The Operating Partnership is now entitled to a Promote on all future cash distributions. (4) Represents the total for the Funds, including the Operating Partnership and noncontrolling interests' shares. |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share from Continuing Operations | The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, (dollars in thousands, except per share amounts) 2016 2015 2016 2015 Numerator Net income attributable to Common Shareholders $ 17,918 $ 26,495 $ 46,843 $ 43,042 Less: net income attributable to participating securities (223 ) (377 ) (589 ) (615 ) Net income attributable to Common Shareholders, net of income attributable to participating securities 17,695 26,118 46,254 42,427 Denominator Weighted average shares for basic earnings per share 72,896 68,825 71,826 68,561 Effect of dilutive securities: Employee Restricted Share Units and share options — 19 — 30 Convertible Preferred OP Units — 25 25 25 Denominator for diluted earnings per share 72,896 68,869 71,851 68,616 Basic and diluted earnings per Common Share attributable to Common Shareholders $ 0.24 $ 0.38 $ 0.64 $ 0.62 |
ACQUISITION AND DISPOSITION O27
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
ACQUISITION AND DISPOSITION OF REAL ESTATE AND DISCONTINUED OPERATIONS ABSTRACT | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the Company's preliminary estimated allocations of the purchase prices of assets acquired and liabilities assumed during 2016 which have yet to be finalized: (dollars in thousands) Preliminary Purchase Price Allocations Land $ 30,419 Buildings and improvements 296,534 Debt assumed (included in Mortgage and other notes payable) (121,371 ) Total consideration $ 205,582 During 2016, the Company acquired the following properties through its Core Portfolio and Fund IV: (dollars in thousands) Property GLA Percent Owned Type Month of Acquisition Purchase Price Location Assumption of Debt Core Portfolio: Gotham Plaza (1) 122,902 49 % Urban Retail Center January $ 39,808 New York, NY $ 10,472 991 Madison Avenue (2) 6,920 100 % Street Retail March 76,628 New York, NY — 165 Newbury Street 1,588 100 % Street Retail May 6,250 Boston, MA — Renaissance Portfolio (3) 305,000 20 % Street Retail June 67,600 Washington, D.C. 20,000 Total Core Portfolio 436,410 $ 190,286 $ 30,472 Fund IV: 1964 Union Street 3,817 90 % Street Retail January $ 2,250 San Francisco, CA $ 1,463 Restaurants at Fort Point 15,711 100 % Urban Retail Center January 11,500 Boston, MA — Total Fund IV 19,528 $ 13,750 $ 1,463 Total 455,938 $ 204,036 $ 31,935 4. ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE(continued) Acquisitions (continued) Notes: (1) The Company acquired a 49% membership interest in this property for $39.8 million . The Company's pro-rata share of debt assumed was $10.5 million . In connection with this acquisition, the Company issued 442,478 Common OP Units and 141,593 Preferred OP Units. (2) The purchase price represents the total discounted payments pursuant to a 49 -year master lease entered into by the Company, which is accounted for as a capital lease. During the six months ended June 30, 2016 , lease payments totaling $7.2 million were made under this lease. (3) The Company acquired a 20% membership interest in an existing joint venture for $67.6 million . The Company's pro-rata share of debt assumed was $20.0 million of debt. The assets and liabilities of the underlying entity are stated at historical cost basis. The difference between the Company's investment and the historical cost basis will be allocated over the fair value of the underlying assets and liabilities and amortized over their respective lives. The following table summarizes the preliminary allocations of the purchase prices of these properties and the finalized allocations as adjusted as of June 30, 2016 : (dollars in thousands) Purchase Price Allocations as Originally Reported Adjustments Finalized Purchase Price Allocations Land $ 86,765 $ 2,344 $ 89,109 Buildings and improvements 267,551 (11,743 ) 255,808 Acquisition-related intangible assets (in Acquired lease intangibles, net) — 23,071 23,071 Acquisition-related intangible liabilities (in Acquired lease intangibles, net) — (12,951 ) (12,951 ) Below market debt assumed (in Mortgage and other notes payable) (10,885 ) (721 ) (11,606 ) Total consideration $ 343,431 $ — $ 343,431 |
Schedule Of Property Dispositions | During 2016, the Company disposed of the following properties: (dollars in thousands) Dispositions GLA Sales Price Gain on Sale Month Sold Owner Cortlandt Town Center (1) — $ 107,250 $ 65,393 January Fund III Heritage Shops 82,098 46,500 16,572 April Fund III Total 82,098 $ 153,750 $ 81,965 Note: (1) Fund III sold a 65% controlling interest in Cortlandt Town Center for $107,250 , resulting in a gain on sale of $65,393 . |
INVESTMENTS IN AND ADVANCES T28
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summary activity related to the RCP Venture Investments from Inception | The following table summarizes activity related to the RCP Venture investments from inception through June 30, 2016 : (dollars in thousands) Fund Share Operating Partnership Share Investment Year Acquired Invested Capital and Advances Distributions Invested Capital and Advances Distributions Mervyns 2004 $ 26,058 $ 48,648 $ 4,901 $ 11,821 Mervyns Add-On investments 2005/2008 7,547 9,272 1,252 2,017 Albertsons 2006 20,717 81,594 4,239 16,318 Albertsons Add-On investments 2006/2007 2,416 4,864 388 972 Shopko 2006 1,110 3,358 222 672 Marsh and Add-On investments 2006/2008 2,667 2,941 533 588 Rex Stores 2007 2,701 4,927 535 986 Total $ 63,216 $ 155,604 $ 12,070 $ 33,374 |
Summary of Balance Sheet of the Company’s investments in unconsolidated affiliates | The following Aggregate and Condensed Balance Sheets and Statements of Income summarize the financial information of the Company’s investments in unconsolidated affiliates: (dollars in thousands) June 30, December 31, Aggregate and Condensed Balance Sheets Assets Rental property, net $ 723,344 $ 302,976 Real estate under development 40,830 35,743 Investment in unconsolidated affiliates 6,853 6,853 Other assets 86,321 47,083 Total assets $ 857,348 $ 392,655 Liabilities and partners’ equity Mortgage notes payable $ 440,407 $ 192,684 Other liabilities 27,266 21,945 Partners’ equity 389,675 178,026 Total liabilities and partners’ equity $ 857,348 $ 392,655 Company’s investment in and advances to unconsolidated affiliates $ 284,238 $ 173,277 Company's share of distributions in excess of income from, and investments in, unconsolidated affiliates $ (24,013 ) $ (13,244 ) |
Summary of Statement of Income of the Company’s investments in unconsolidated affiliates | Three Months Ended Six Months Ended June 30, June 30, (dollars in thousands) 2016 2015 2016 2015 Aggregate and Condensed Statements of Income Total revenues $ 19,022 $ 10,342 $ 32,394 $ 22,015 Operating and other expenses (7,286 ) (3,102 ) (11,016 ) (6,833 ) Interest and other finance expense (3,377 ) (2,259 ) (6,113 ) (4,897 ) Equity in earnings of unconsolidated affiliates — — — 66,655 Depreciation and amortization (4,984 ) (2,787 ) (8,864 ) (5,037 ) Gain on disposition of property — 25,208 — 25,208 Net income $ 3,375 $ 27,402 $ 6,401 $ 97,111 Company’s share of net income $ 1,838 $ 20,609 $ 3,890 $ 27,300 Amortization of excess investment (98 ) (98 ) (196 ) (196 ) Company’s equity in earnings of unconsolidated affiliates $ 1,740 $ 20,511 $ 3,694 $ 27,104 |
STRUCTURED FINANCING PORTFOLIO
STRUCTURED FINANCING PORTFOLIO (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans on Real Estate [Abstract] | |
Schedule of Notes Receivable and Preferred Equity Investments | As of June 30, 2016 , the Company’s structured financing portfolio, consisted of notes receivable and preferred equity investments, aggregating $273.5 million . These investments were collateralized either by underlying properties, the borrowers' ownership interests in the entities that own properties and/or by the borrowers' personal guarantee subordinate, as applicable, to senior liens, as follows: (dollars in thousands) Description Notes Effective interest rate (1) Net Carrying Amounts of Structured Financing Portfolio as of June 30, 2016 Net Carrying Amounts of Structured Financing Portfolio as of December 31, 2015 Maturity date Extension Options First Mortgage Loan (2) 7.0% $ 13,250 $ — 7/13/2016 1 x 3 Months First Mortgage Loan (3) 8.8% — 7,500 11/1/2016 First Mortgage Loan 6.0% 15,000 15,000 5/1/2017 Preferred Equity (4) 8.1% — 13,000 9/1/2017 First Mortgage Loan LIBOR + 7.1% 26,000 26,000 6/25/2018 1 x 12 Months First Mortgage Loan (5) 8.1% 153,400 30,879 4/30/2019 Zero Coupon Loan (6) 2.5% 30,617 30,234 5/31/2020 Preferred Equity (7) 15.3% 14,000 — 1/13/2021 2 x 12 Months First Mortgage Loan (8) 9.0% 12,000 12,000 Demand Individually less than 3% (9) (10) (11) 5.5% to 18.0% 9,275 12,575 12/31/2016 to 7/1/2017 Total $ 273,542 $ 147,188 Notes: (1) Includes origination and exit fees (2) During January 2016, Fund IV made a $13.3 million loan, which is collateralized by a property, bears interest at 7.0% and matures on July 13, 2016 . (3) During February 2016, the Company received full principal repayment of this $7.5 million note. (4) During February 2016, the Company received a payment of $13.4 million , which included $13.0 million of full principal repayment and $0.4 million of prepayment penalty representing interest through June 2016 on this preferred equity investment that was originally scheduled to mature on September 1, 2017 . (5) During April 2016, the Company restructured a $30.9 million mezzanine loan, which bore interest at 15% , and replaced it with a new $153.4 million loan collateralized by a first mortgage in the borrower's TIC interest. The new loan bears interest at 8.1% and matures April 30, 2019 (Note 5). (6) The principal balance for this loan, which requires no current payments of interest, is increased by the interest accrued. (7) During January 2016, Fund IV made a preferred equity investment in a joint venture for $14.0 million . The investment has a mandatory redemption date of January 13, 2021 and earns a preferred return rate of 15.3% . (8) Loan was non-performing as of June 30, 2016 . Based on the value of the underlying collateral, no reserve has been established against this loan. (9) During 2016, the Company advanced an additional $0.7 million on two loans collateralized by properties. (10) Consists of three loans as of June 30, 2016 . (11) During June 2016, the Company received full principal repayment of a $4.0 million preferred equity investment. |
MORTGAGE AND OTHER NOTES PAYA30
MORTGAGE AND OTHER NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Mortgage Loans on Real Estate [Abstract] | |
Schedule of Mortgage Notes Payable | The Company completed the following transactions related to mortgage notes payable during the six months ended June 30, 2016 : (dollars in thousands) Borrowings Repayments Property Date Description Amount Interest Rate Maturity Date Amount Interest Rate Cortlandt Town Center January Repayment $ — — $ 83,070 LIBOR+1.65% 1964 Union Street January Assumption 1,463 3.8% 10/1/2025 — Chicago Street Retail Portfolio January Repayment — — 14,955 5.62% Heritage Shops April Repayment — — 24,456 LIBOR+1.55% 330-340 River Street May Refinancing 12,000 LIBOR+1.70% 6/1/2026 10,336 5.24% 2208-2216 Fillmore Street June New borrowing 5,606 3.4% 6/1/2026 — 1861 Union Street June New borrowing 2,315 3.4% 6/1/2026 — Brandywine Portfolio June Repayment — 139,950 6.0% Total $ 21,384 $ 272,767 Additionally, the Company is in default on one loan with respect to $26.3 million of non-recourse mortgage debt which is collateralized by a property. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis | The following table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2016 : (dollars in thousands) Level 1 Level 2 Level 3 Liabilities Derivative financial instruments (Note 7) $ — $ 16,380 $ — |
Fair value of financial instruments, Assets and Liabilities | The Company has determined the estimated fair values of the following financial instruments within Level 2 of the hierarchy by discounting future cash flows utilizing a discount rate equivalent to the rate at which similar financial instruments would be originated at the reporting date: (dollars in thousands) June 30, 2016 December 31, 2015 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Notes receivable and preferred equity investments, net $ 273,542 $ 273,542 $ 147,188 $ 147,188 Mortgage and other notes payable $ 1,244,765 $ 1,272,251 $ 1,358,606 $ 1,382,318 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Certain Segment Information from Segments to Consolidated | The following tables set forth certain segment information for the Company, as of and for the three and six months ended June 30, 2016 and 2015, and does not include unconsolidated affiliates: Three Months Ended June 30, 2016 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 34,693 $ 9,225 $ 7,415 $ 51,333 Property operating expenses, other operating and real estate taxes (8,286 ) (2,997 ) — (11,283 ) General and administrative expenses (7,967 ) (554 ) — (8,521 ) Depreciation and amortization (11,706 ) (2,972 ) — (14,678 ) Operating income 6,734 2,702 7,415 16,851 Equity in earnings of unconsolidated affiliates 581 1,159 — 1,740 Loss on debt extinguishment — (15 ) — (15 ) Gain on disposition of properties — 16,572 — 16,572 Interest and other finance expense (7,113 ) (1,769 ) — (8,882 ) Income tax provision (87 ) (24 ) — (111 ) Net income $ 115 $ 18,625 $ 7,415 $ 26,155 Noncontrolling interests Net income attributable to noncontrolling interests $ (9 ) $ (8,228 ) $ — $ (8,237 ) Net income attributable to Common Shareholders $ 106 $ 10,397 $ 7,415 $ 17,918 Real Estate at Cost $ 1,528,848 $ 1,118,897 $ — $ 2,647,745 Total Assets $ 1,809,395 $ 1,152,103 $ 273,542 $ 3,235,040 Acquisition of Real Estate $ 6,250 $ — $ — $ 6,250 Investment in Redevelopment and Improvements $ 6,975 $ 11,452 $ — $ 18,427 12. SEGMENT REPORTING (continued) Three Months Ended June 30, 2015 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 37,593 $ 11,583 $ 3,985 $ 53,161 Property operating expenses, other operating and real estate taxes (8,235 ) (4,979 ) — (13,214 ) General and administrative expenses (7,397 ) (608 ) — (8,005 ) Depreciation and amortization (10,568 ) (3,335 ) — (13,903 ) Impairment of asset (5,000 ) — — (5,000 ) Operating income 6,393 2,661 3,985 13,039 Equity in earnings of unconsolidated affiliates 699 2,707 — 3,406 Gain on disposition of property of unconsolidated affiliates — 17,105 — 17,105 Loss on debt extinguishment — (25 ) — (25 ) Gain on disposition of properties — 61,841 — 61,841 Interest and other finance expense (7,329 ) (2,635 ) — (9,964 ) Income tax benefit (provision) 75 (19 ) — 56 Net (loss) income $ (162 ) $ 81,635 $ 3,985 $ 85,458 Noncontrolling interests Net loss (income) attributable to noncontrolling interests $ 2,205 $ (61,168 ) $ — $ (58,963 ) Net income attributable to Common Shareholders $ 2,043 $ 20,467 $ 3,985 $ 26,495 Real Estate at Cost $ 1,553,174 $ 1,025,406 $ — $ 2,578,580 Total Assets $ 1,650,555 $ 1,154,213 $ 168,931 $ 2,973,699 Acquisition of Real Estate $ — $ 52,800 $ — $ 52,800 Investment in Redevelopment and Improvements $ 3,271 $ 61,480 $ — $ 64,751 12. SEGMENT REPORTING (continued) Six Months Ended June 30, 2016 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 72,800 $ 19,163 $ 12,053 $ 104,016 Property operating expenses, other operating and real estate taxes (16,848 ) (6,428 ) — (23,276 ) General and administrative expenses (17,040 ) (833 ) — (17,873 ) Depreciation and amortization (25,201 ) (6,326 ) — (31,527 ) Operating income 13,711 5,576 12,053 31,340 Equity in earnings of unconsolidated affiliates 1,173 2,521 — 3,694 Loss on debt extinguishment — (15 ) — (15 ) Gain on disposition of properties — 81,965 — 81,965 Interest and other finance expense (13,877 ) (3,043 ) — (16,920 ) Income tax provision (10 ) (24 ) — (34 ) Net income $ 997 $ 86,980 $ 12,053 $ 100,030 Noncontrolling interests Net income attributable to noncontrolling interests $ (2,831 ) $ (50,356 ) $ — $ (53,187 ) Net (loss) income attributable to Common Shareholders $ (1,834 ) $ 36,624 $ 12,053 $ 46,843 Real Estate at Cost $ 1,528,848 $ 1,118,897 $ — $ 2,647,745 Total Assets $ 1,809,395 $ 1,152,103 $ 273,542 $ 3,235,040 Acquisition of Real Estate $ 6,250 $ 12,287 $ — $ 18,537 Investment in Redevelopment and Improvements $ 10,222 $ 45,668 $ — $ 55,890 12. SEGMENT REPORTING (continued) Six Months Ended June 30, 2015 (dollars in thousands) Core Portfolio Funds Structured Financing Portfolio Total Revenues $ 73,186 $ 25,063 $ 7,393 $ 105,642 Property operating expenses, other operating and real estate taxes (17,926 ) (11,431 ) — (29,357 ) General and administrative expenses (14,208 ) (1,329 ) — (15,537 ) Depreciation and amortization (20,475 ) (7,086 ) — (27,561 ) Impairment of asset (5,000 ) — — (5,000 ) Operating income 15,577 5,217 7,393 28,187 Equity in earnings of unconsolidated affiliates 1,133 8,866 — 9,999 Gain on disposition of property of unconsolidated affiliates — 17,105 — 17,105 Loss on debt extinguishment — (134 ) — (134 ) Gain on disposition of properties — 88,984 — 88,984 Interest and other finance expense (13,797 ) (4,988 ) — (18,785 ) Income tax provision (405 ) (956 ) — (1,361 ) Net income $ 2,508 $ 114,094 $ 7,393 $ 123,995 Noncontrolling interests Net loss (income) attributable to noncontrolling interests $ 2,026 $ (82,979 ) $ — $ (80,953 ) Net income attributable to Common Shareholders $ 4,534 $ 31,115 $ 7,393 $ 43,042 Real Estate at Cost $ 1,553,174 $ 1,025,406 $ — $ 2,578,580 Total Assets $ 1,650,555 $ 1,154,213 $ 168,931 $ 2,973,699 Acquisition of Real Estate $ 169,235 $ 103,836 $ — $ 273,071 Investment in Redevelopment and Improvements $ 9,624 $ 95,621 $ — $ 105,245 |
ORGANIZATION AND BASIS OF PRE33
ORGANIZATION AND BASIS OF PRESENTATION (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016USD ($)property | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)property | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Reallocation of noncontrolling interest | $ 38,800,000 | $ 0 | $ 31,800,000 | ||
Number of retail properties (in properties) | property | 168 | 168 | |||
Impairment of asset | $ 0 | $ 5,000,000 | $ 0 | $ 5,000,000 | |
Brandywine Portfolio | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Noncontrolling interest, ownership percentage | 77.78% | 77.78% | |||
Impairment of asset | $ 5,000,000 | ||||
Core Portfolio | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Number of retail properties (in properties) | property | 110 | 110 | |||
Impairment of asset | 5,000,000 | $ 5,000,000 | |||
Opportunity Funds | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Number of retail properties (in properties) | property | 58 | 58 | |||
Impairment of asset | 0 | $ 0 | |||
Operating Partnership | Brandywine Portfolio | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Impairment of asset | $ 1,100,000 | ||||
Mortgages | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Debt instrument face amount | $ 21,384,000 | $ 21,384,000 | |||
Non-Recourse Mortgage Debt Due 2016 | Mortgages | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Debt instrument face amount | $ 26,300,000 | $ 26,300,000 | |||
Operating Partnership, as General Partner or Managing Member | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Ownership interest by general partner or managing partner | 94.00% | ||||
Remaining funds rate of distribution to partnership | 20.00% | 20.00% | |||
Institutional Investors | |||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||||
Remaining funds rate of distribution to all partners | 80.00% | 80.00% |
ORGANIZATION AND BASIS OF PRE34
ORGANIZATION AND BASIS OF PRESENTATION - Summary of General Terms and Operating Partnership's Equity Interests (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2013 | |
Fund II | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Payments of dividends | $ 47.1 | |
Operating Partnership | Fund I and Mervyns I | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Operating Partnership Share of Capital | 22.22% | |
Fund Size | $ 90 | |
Capital Called | 86.6 | |
Unfunded Commitment | $ 0 | |
Equity Interest Held By Operating Partnership | 37.78% | |
Preferred Return | 9.00% | |
Capital Returned | $ 194.5 | |
Operating Partnership | Fund II and Mervyns II | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Operating Partnership Share of Capital | 28.33% | |
Fund Size | $ 300 | |
Capital Called | 300 | |
Unfunded Commitment | $ 47.1 | |
Equity Interest Held By Operating Partnership | 28.33% | |
Preferred Return | 8.00% | |
Capital Returned | $ 131.6 | |
Operating Partnership | Fund III | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Operating Partnership Share of Capital | 24.54% | |
Fund Size | $ 502.5 | |
Capital Called | 387.5 | |
Unfunded Commitment | $ 62.5 | |
Equity Interest Held By Operating Partnership | 39.63% | |
Preferred Return | 6.00% | |
Capital Returned | $ 509.8 | |
Operating Partnership | Fund IV | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Operating Partnership Share of Capital | 23.12% | |
Fund Size | $ 540.6 | |
Capital Called | 239.3 | |
Unfunded Commitment | $ 301.2 | |
Equity Interest Held By Operating Partnership | 23.12% | |
Preferred Return | 6.00% | |
Capital Returned | $ 101.9 |
EARNINGS PER COMMON SHARE - Nar
EARNINGS PER COMMON SHARE - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Common stock | |||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||
Anti-dilutive securities excluded from computation of diluted earnings per share, amount (in shares) | 3,600,000 | 3,600,000 | |||
Series A Preferred Stock | Common stock | |||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||
Anti-dilutive securities excluded from computation of diluted earnings per share, amount (in shares) | 25,067 | ||||
Series C Preferred Stock | Common stock | |||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||
Anti-dilutive securities excluded from computation of diluted earnings per share, amount (in shares) | 402,252 | 402,252 | 402,252 | 402,252 | |
Operating Partnership, as General Partner or Managing Member | |||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||
Limited partners' common OP units (in shares) | 3,317,760 | 3,317,760 | 2,931,198 | ||
Operating Partnership, as General Partner or Managing Member | Series A Preferred Stock | |||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||
Limited partners' common OP units (in shares) | 188 | 188 | 188 | ||
Operating Partnership, as General Partner or Managing Member | Series C Preferred Stock | |||||
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | |||||
Limited partners' common OP units (in shares) | 141,593 | 141,593 | 141,593 | 141,593 |
EARNINGS PER COMMON SHARE (Deta
EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator | ||||
Net income attributable to Common Shareholders | $ 17,918 | $ 26,495 | $ 46,843 | $ 43,042 |
Less: net income attributable to participating securities | (223) | (377) | (589) | (615) |
Net income attributable to Common Shareholders, net of income attributable to participating securities | $ 17,695 | $ 26,118 | $ 46,254 | $ 42,427 |
Denominator | ||||
Weighted average shares for basic earnings per share (in shares) | 72,896 | 68,825 | 71,826 | 68,561 |
Effect of dilutive securities: | ||||
Employee Restricted Share Units and share options (in shares) | 0 | 19 | 0 | 30 |
Convertible Preferred OP Units (in shares) | 0 | 25 | 25 | 25 |
Denominator for diluted earnings per share (in shares) | 72,896 | 68,869 | 71,851 | 68,616 |
Basic and diluted earnings per share (in dollars per share) | $ 0.24 | $ 0.38 | $ 0.64 | $ 0.62 |
SHAREHOLDERS' EQUITY AND NONC37
SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||||
Proceeds from issuance of common stock | $ 141,349,000 | $ 21,080,000 | |||
Operating Partnership, as General Partner or Managing Member | |||||
Noncontrolling Interest [Line Items] | |||||
Limited partners' capital account, units issued (in shares) | 442,478 | 442,478 | |||
Limited partners' common OP units (in shares) | 3,317,760 | 3,317,760 | 2,931,198 | ||
Series A Preferred Stock | Operating Partnership, as General Partner or Managing Member | |||||
Noncontrolling Interest [Line Items] | |||||
Limited partners' common OP units (in shares) | 188 | 188 | 188 | ||
Series C Preferred Stock | Operating Partnership, as General Partner or Managing Member | |||||
Noncontrolling Interest [Line Items] | |||||
Limited partners' capital account, units issued (in shares) | 141,593 | 141,593 | |||
Limited partners' value per unit (in dollars per share) | $ 100 | $ 100 | |||
Limited partners' quarterly distribution (in dollars per share) | $ 0.9375 | ||||
Limited partners' common OP units (in shares) | 141,593 | 141,593 | 141,593 | ||
At The Market Equity Program | |||||
Noncontrolling Interest [Line Items] | |||||
Common stock, shares authorized not issued, value | $ 200,000,000 | $ 200,000,000 | |||
At The Market Equity Program | Common stock | |||||
Noncontrolling Interest [Line Items] | |||||
Common stock issued during the period (in shares) | 3,300,000 | ||||
Gross proceeds from issuance of common stock | $ 114,200,000 | ||||
Proceeds from issuance of common stock | $ 112,700,000 | ||||
LTIP Units | |||||
Noncontrolling Interest [Line Items] | |||||
Share-based compensation, outstanding (in shares) | 1,045,146 | 1,045,146 | 929,169 | ||
At The Market Equity Program | |||||
Noncontrolling Interest [Line Items] | |||||
Common stock, shares authorized not issued, value | $ 200,000,000 | $ 200,000,000 | |||
Remaining shares authorized (in shares) | $ 14,400,000 | $ 14,400,000 | |||
Forward Sale and Underwritten Public Offering | Common stock | |||||
Noncontrolling Interest [Line Items] | |||||
Common stock issued during the period (in shares) | 3,600,000 | 867,612 | |||
Proceeds from issuance of common stock | $ 124,500,000 | $ 30,000,000 |
ACQUISITION AND DISPOSITION O38
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE - Acquisition (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($)ft²shares | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)ft²shares | Jun. 30, 2015USD ($) | May 31, 2016 | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 82,098,000 | 82,098,000 | ||||
Reduction to rental income | $ (35,186) | $ (39,784) | $ (73,776) | $ (77,971) | ||
Purchase Price Allocations | ||||||
Land | 89,109 | 89,109 | $ 86,765 | |||
Buildings and improvements | 255,808 | 255,808 | 267,551 | |||
Acquisition-related intangible assets (in Acquired lease intangibles, net) | 23,071 | 23,071 | 0 | |||
Acquisition-related intangible liabilities (in Acquired lease intangibles, net) | (12,951) | (12,951) | 0 | |||
Below market debt assumed (in Mortgage and other notes payable) | (11,606) | (11,606) | (10,885) | |||
Total consideration | $ 343,431 | 343,431 | $ 343,431 | |||
Adjustments | ||||||
Land | 2,344 | |||||
Buildings and improvements | (11,743) | |||||
Acquisition-related intangible assets (in Acquired lease intangibles, net) | 23,071 | |||||
Acquisition-related intangible liabilities (in Acquired lease intangibles, net) | (12,951) | |||||
Below market debt assumed (in Mortgage and other notes payable) | (721) | |||||
Total consideration | $ 0 | |||||
Core Portfolio | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 436,410 | 436,410 | ||||
Percentage of interests acquired | 20.00% | |||||
Purchase Price | $ 190,286 | |||||
Assumption of Debt | 30,472 | |||||
Acquisition costs | $ 1,900 | |||||
Fund IV | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 19,528 | 19,528 | ||||
Purchase Price | $ 13,750 | |||||
Assumption of Debt | 1,463 | |||||
Acquisition costs | $ 200 | |||||
Gotham Plaza | New York, NY | Core Portfolio | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 122,902 | 122,902 | ||||
Percentage of interests acquired | 49.00% | 49.00% | ||||
Purchase Price | $ 39,808 | |||||
Assumption of Debt | $ 10,472 | |||||
991 Madison Avenue | New York, NY | Core Portfolio | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 6,920 | 6,920 | ||||
Percentage of interests acquired | 100.00% | 100.00% | ||||
Purchase Price | $ 76,628 | |||||
Assumption of Debt | $ 0 | |||||
165 Newbury Street | Boston, MA | Core Portfolio | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 1,588 | 1,588 | ||||
Percentage of interests acquired | 100.00% | 100.00% | ||||
Purchase Price | $ 6,250 | |||||
Assumption of Debt | $ 0 | |||||
Renaissance Portfolio | Washington D.C. | Core Portfolio | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 305,000 | 305,000 | ||||
Percentage of interests acquired | 20.00% | 20.00% | ||||
Purchase Price | $ 67,600 | |||||
Assumption of Debt | $ 20,000 | |||||
1964 Union Street | San Francisco, CA | Fund IV | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 3,817 | 3,817 | ||||
Percentage of interests acquired | 90.00% | 90.00% | ||||
Purchase Price | $ 2,250 | |||||
Assumption of Debt | $ 1,463 | |||||
Restaurants at Fort Point | Boston, MA | Fund IV | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 15,711 | 15,711 | ||||
Percentage of interests acquired | 100.00% | 100.00% | ||||
Purchase Price | $ 11,500 | |||||
Assumption of Debt | $ 0 | |||||
Acquisitions in 2016 | ||||||
Business Acquisition [Line Items] | ||||||
Gross leasable area (in square feet) | ft² | 455,938 | 455,938 | ||||
Purchase Price | $ 204,036 | |||||
Assumption of Debt | 31,935 | |||||
Increase to depreciation and amortization expense | 1,900 | |||||
Reduction to rental income | 100 | |||||
Purchase Price Allocations | ||||||
Land | $ 30,419 | 30,419 | ||||
Buildings and improvements | 296,534 | 296,534 | ||||
Debt assumed (included in Mortgage and other notes payable) | (121,371) | (121,371) | ||||
Total consideration | $ 205,582 | $ 205,582 | ||||
Operating Partnership, as General Partner or Managing Member | ||||||
Business Acquisition [Line Items] | ||||||
Limited partners' capital account, units issued (in shares) | shares | 442,478 | 442,478 | ||||
Series C Preferred Stock | Operating Partnership, as General Partner or Managing Member | ||||||
Business Acquisition [Line Items] | ||||||
Limited partners' capital account, units issued (in shares) | shares | 141,593 | 141,593 | ||||
Capital Lease Obligations | 991 Madison Avenue | ||||||
Business Acquisition [Line Items] | ||||||
Lease term | 49 years | |||||
Capital lease payments | $ 7,200 |
ACQUISITION AND DISPOSITION O39
ACQUISITION AND DISPOSITION OF REAL ESTATE AND PROPERTIES HELD FOR SALE - Dispositions & Properties Held For Sale (Details) ft² in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($)ft²property | Dec. 31, 2015property | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross leasable area (in square feet) | ft² | 82,098 | |
Sale Price | $ 153,750 | |
Gain on Sale | $ 81,965 | |
Number of properties held for sale | property | 0 | 0 |
Fund III | Cortlandt Town Center | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross leasable area (in square feet) | ft² | 0 | |
Disposal group, percentage | 65.00% | |
Sale Price | $ 107,250 | |
Gain on Sale | $ 65,393 | |
Fund III | Heritage Shops | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross leasable area (in square feet) | ft² | 82,098 | |
Sale Price | $ 46,500 | |
Gain on Sale | $ 16,572 |
INVESTMENTS IN AND ADVANCES T40
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - Core Portfolio (Details) - Core Portfolio ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
May 31, 2016property | Jan. 31, 2016USD ($)ft² | Jun. 30, 2016USD ($)ft² | Jun. 30, 2016USD ($)ft² | |
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of interests acquired | 20.00% | |||
Consideration transferred | $ | $ 190,286 | |||
Number of retail properties (in properties) | property | 17 | |||
Crossroads | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity ownership percentage | 49.00% | 49.00% | ||
Square footage of real estate property (in square feet) | 311 | 311 | ||
Georgetown Portfolio | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity ownership percentage | 50.00% | 50.00% | ||
Square footage of real estate property (in square feet) | 28 | 28 | ||
Chicago Street Retail Portfolio | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity ownership percentage | 88.43% | 88.43% | ||
Square footage of real estate property (in square feet) | 87 | 87 | ||
Gotham Plaza | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Square footage of real estate property (in square feet) | 123 | |||
Percentage of interests acquired | 49.00% | |||
Consideration transferred | $ | $ 39,800 | |||
Percentage of long-term debt assumed | 49.00% | |||
Debt assumed (included in Mortgage and other notes payable) | $ | $ 21,400 | |||
Brandywine Portfolio | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity ownership percentage | 22.22% | 22.22% | ||
Square footage of real estate property (in square feet) | 1,000 | 1,000 | ||
Repayments of long-term debt | $ | $ 140,000 | |||
Washington D.C. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of retail properties (in properties) | property | 16 | |||
Alexandria, Virginia | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of retail properties (in properties) | property | 1 |
INVESTMENTS IN AND ADVANCES T41
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - Funds (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2016USD ($) | Jun. 30, 2016USD ($)partner | Dec. 31, 2015USD ($) | |
Schedule of Equity Method Investments [Line Items] | |||
Investments in and advances to unconsolidated affiliates | $ 284,238 | $ 173,277 | |
Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Number of unaffiliated partners | partner | 2 | ||
Mervyns I and Mervyns II | Opportunity Funds | KLA/Mervyns LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions, equity method investment | $ 48,648 | ||
Equity method investments | 26,058 | ||
Mervyns I | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions, equity method investment | 100 | ||
Mervyns II | Opportunity Funds | KLA A Markets LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions, equity method investment | 81,594 | ||
Equity method investments | 20,717 | ||
Corporate Joint Venture | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions | 155,604 | ||
Investments in and advances to unconsolidated affiliates | 63,216 | ||
Fund III | Cortlandt Town Center | |||
Schedule of Equity Method Investments [Line Items] | |||
Disposal group, percentage | 65.00% | ||
Disposal group, consideration | $ 107,300 | ||
KLA/Mervyns LLC Add-On Investments | Mervyns I and Mervyns II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 7,547 | ||
Distributions | 9,272 | ||
KLA A Markets LLC Add-On Investments | Mervyns II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 2,416 | ||
Distributions | 4,864 | ||
KA-Shopko LLC | Fund II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 1,110 | ||
Distributions | 3,358 | ||
Marsh and Add-On Investments | Fund II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 2,667 | ||
Distributions | 2,941 | ||
KLAC Rex Venture LLC | Mervyns II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 2,701 | ||
Distributions | 4,927 | ||
Operating Partnership, as General Partner or Managing Member | Mervyns I and Mervyns II | Opportunity Funds | KLA/Mervyns LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions, equity method investment | 11,821 | ||
Equity method investments | 4,901 | ||
Operating Partnership, as General Partner or Managing Member | Mervyns II | Opportunity Funds | KLA A Markets LLC | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions, equity method investment | 16,318 | ||
Equity method investments | 4,239 | ||
Operating Partnership, as General Partner or Managing Member | Corporate Joint Venture | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions | 33,374 | ||
Investments in and advances to unconsolidated affiliates | 12,070 | ||
Operating Partnership, as General Partner or Managing Member | KLA/Mervyns LLC Add-On Investments | Mervyns I and Mervyns II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 1,252 | ||
Distributions | 2,017 | ||
Operating Partnership, as General Partner or Managing Member | KLA A Markets LLC Add-On Investments | Mervyns II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 388 | ||
Distributions | 972 | ||
Operating Partnership, as General Partner or Managing Member | KA-Shopko LLC | Fund II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 222 | ||
Distributions | 672 | ||
Operating Partnership, as General Partner or Managing Member | Marsh and Add-On Investments | Fund II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 533 | ||
Distributions | 588 | ||
Operating Partnership, as General Partner or Managing Member | KLAC Rex Venture LLC | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Distributions, equity method investment | 20 | ||
Operating Partnership, as General Partner or Managing Member | KLAC Rex Venture LLC | Mervyns II | Opportunity Funds | |||
Schedule of Equity Method Investments [Line Items] | |||
Invested Capital and Advances, cost method investments | 535 | ||
Distributions | $ 986 |
INVESTMENTS IN AND ADVANCES T42
INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED AFFILIATES - Summary of Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||
Real estate under development | $ 647,142 | $ 647,142 | $ 609,574 | ||
Investments in and advances to unconsolidated affiliates | 284,238 | 284,238 | 173,277 | ||
Total assets | 3,235,040 | 3,235,040 | 3,032,319 | ||
Other liabilities | 109,351 | 109,351 | 31,000 | ||
Total liabilities and equity | 3,235,040 | 3,235,040 | 3,032,319 | ||
Distributions in excess of income from, and investments in, unconsolidated affiliates | (24,013) | (24,013) | (13,244) | ||
Total revenues | 51,333 | $ 53,161 | 104,016 | $ 105,642 | |
Operating Expenses | (34,482) | (40,122) | (72,676) | (77,455) | |
Equity in earnings of unconsolidated affiliates | 1,740 | 3,406 | 3,694 | 9,999 | |
Depreciation and amortization | (14,678) | (13,903) | (31,527) | (27,561) | |
Operating Partnership, as General Partner or Managing Member | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity in earnings of unconsolidated affiliates | 1,740 | 20,511 | 3,694 | 27,104 | |
Company’s share of net income | 1,838 | 20,609 | 3,890 | 27,300 | |
Amortization of Excess Investment | (98) | (98) | (196) | (196) | |
Unconsolidated Affiliates | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Rental property, net | 723,344 | 723,344 | 302,976 | ||
Real estate under development | 40,830 | 40,830 | 35,743 | ||
Investments in and advances to unconsolidated affiliates | 6,853 | 6,853 | 6,853 | ||
Other assets | 86,321 | 86,321 | 47,083 | ||
Total assets | 857,348 | 857,348 | 392,655 | ||
Loans Payable to Bank | 440,407 | 440,407 | 192,684 | ||
Other liabilities | 27,266 | 27,266 | 21,945 | ||
Partners’ equity | 389,675 | 389,675 | 178,026 | ||
Total liabilities and equity | 857,348 | 857,348 | $ 392,655 | ||
Total revenues | 19,022 | 10,342 | 32,394 | 22,015 | |
Operating Expenses | (7,286) | (3,102) | (11,016) | (6,833) | |
Interest Expense | (3,377) | (2,259) | (6,113) | (4,897) | |
Equity in earnings of unconsolidated affiliates | 0 | 0 | 0 | 66,655 | |
Depreciation and amortization | (4,984) | (2,787) | (8,864) | (5,037) | |
Gain on disposition of property | 0 | 25,208 | 0 | 25,208 | |
Income from continuing operations | $ 3,375 | $ 27,402 | $ 6,401 | $ 97,111 |
STRUCTURED FINANCING PORTFOLI43
STRUCTURED FINANCING PORTFOLIO - Schedule of Notes Receivable (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||
Jun. 30, 2016USD ($)debtinstrument | Feb. 29, 2016USD ($) | Jun. 30, 2016USD ($)debtinstrumentloanextension_option | Jun. 30, 2015USD ($) | Apr. 30, 2016USD ($) | Jan. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Mortgage Loans on Real Estate [Line Items] | |||||||
Net carrying amounts of notes receivable | $ 273,542 | $ 273,542 | $ 147,188 | ||||
Proceeds from notes receivable | $ 24,500 | $ 0 | |||||
Nonperforming Financing Receivable | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Number of instruments held | debtinstrument | 1 | 1 | |||||
First Mortgagee Loan, 7% Loan, Due 2016 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 7.00% | 7.00% | 7.00% | ||||
Net carrying amounts of notes receivable | $ 13,250 | $ 13,250 | $ 13,300 | 0 | |||
Extension options | extension_option | 1 | ||||||
Extension options, length of term | 3 years | ||||||
First Mortgage Loan, 8.8% Loan, Due 2016 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 8.80% | 8.80% | |||||
Net carrying amounts of notes receivable | $ 0 | $ 0 | 7,500 | ||||
Proceeds from notes receivable | $ 7,500 | ||||||
First Mortgage Loan, 6% Loan, Due 2017 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 6.00% | 6.00% | |||||
Net carrying amounts of notes receivable | $ 15,000 | $ 15,000 | 15,000 | ||||
Preferred Equity, 8.1% Loan, Due 2017 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 8.10% | 8.10% | |||||
Net carrying amounts of notes receivable | $ 0 | 13,000 | $ 0 | 13,000 | |||
Payment amount | 13,400 | ||||||
Prepayment penalty | $ 400 | ||||||
First Mortgage Loan LIBOR Plus 7.1% Due 2018 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Net carrying amounts of notes receivable | $ 26,000 | $ 26,000 | 26,000 | ||||
Extension options | extension_option | 1 | ||||||
Extension options, length of term | 12 months | ||||||
First Mortgage Loan LIBOR Plus 7.1% Due 2018 | LIBOR | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Loans receivable, basis spread on variable rate | 7.10% | 7.10% | |||||
First Mortgage Loan, 8.1% Loan, Due 2019 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 8.10% | 8.10% | 15.00% | ||||
Net carrying amounts of notes receivable | $ 153,400 | $ 153,400 | $ 30,900 | 30,879 | |||
Zero Coupon, 2.5% Loan, Due 2020 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 2.50% | 2.50% | |||||
Net carrying amounts of notes receivable | $ 30,617 | $ 30,617 | 30,234 | ||||
Preferred Equity, 15.3% Loan, Due 2021 | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 15.30% | 15.30% | 15.30% | ||||
Net carrying amounts of notes receivable | $ 14,000 | $ 14,000 | $ 14,000 | 0 | |||
Extension options | extension_option | 2,000 | ||||||
Extension options, length of term | 12 years | ||||||
First Mortgage Loan, 9.0% Demand Loan | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Effective interest rate | 9.00% | 9.00% | |||||
Net carrying amounts of notes receivable | $ 12,000 | $ 12,000 | 12,000 | ||||
Individually Less Than 3 Percent, Variable Interest Rate | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Threshold to disclose debt individually | 3.00% | 3.00% | |||||
Net carrying amounts of notes receivable | $ 9,275 | $ 9,275 | 12,575 | ||||
Proceeds from notes receivable | 4,000 | ||||||
Additional investment | $ 700 | ||||||
Number of loans | loan | 3 | ||||||
Carrying Amount | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Notes receivable and preferred equity investments, net | $ 273,542 | $ 273,542 | $ 147,188 | ||||
Minimum | Individually Less Than 3 Percent, Variable Interest Rate | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Loans receivable, basis spread on variable rate | 5.50% | 5.50% | |||||
Maximum | Individually Less Than 3 Percent, Variable Interest Rate | |||||||
Mortgage Loans on Real Estate [Line Items] | |||||||
Loans receivable, basis spread on variable rate | 18.00% | 18.00% |
DERIVATIVE FINANCIAL INSTRUME44
DERIVATIVE FINANCIAL INSTRUMENTS (Details) $ in Millions | Jun. 30, 2016USD ($)interest_rate_swapderivative | Dec. 31, 2015USD ($) |
Derivatives, Fair Value [Line Items] | ||
Accumulated other comprehensive income - unrealized loss on valuation of swap agreements | $ 15.2 | $ 4.5 |
Other Liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative financial instruments, liabilities | $ 16.4 | 5.9 |
Prepaid Expenses and Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative financial instruments, assets | $ 0.8 | |
Cash Flow Hedging | Variable-Rate Derivatives | Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, cap interest rate | 4.00% | |
Interest Rate Swap | Cash Flow Hedging | Fixed-Rate Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Number of interest rate swaps (in interest rate swaps) | interest_rate_swap | 17 | |
Notional amount of interest rate cash flow hedge derivatives | $ 317 | |
Interest Rate Swap | Cash Flow Hedging | Fixed-Rate Derivatives | Minimum | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fixed interest rate | 1.20% | |
Interest Rate Swap | Cash Flow Hedging | Fixed-Rate Derivatives | Maximum | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, fixed interest rate | 3.80% | |
Interest Rate Swap | Cash Flow Hedging | Variable-Rate Derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Number of interest rate swaps (in interest rate swaps) | interest_rate_swap | 1 | |
Notional amount of interest rate cash flow hedge derivatives | $ 29.5 | |
Derivative, amount | $ 50 | |
Derivative, number of instruments held (derivative) | derivative | 1 | |
Reclassification out of Accumulated Other Comprehensive Income | ||
Derivatives, Fair Value [Line Items] | ||
Accumulated other comprehensive income - unrealized loss on valuation of swap agreements | $ (4.8) |
MORTGAGE AND OTHER NOTES PAYA45
MORTGAGE AND OTHER NOTES PAYABLE - MORTGAGE BY PROPERTY (Details) - Mortgages $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Mortgage Loans on Real Estate [Line Items] | |
Debt instrument face amount | $ 21,384 |
Repayments of long-term debt | 272,767 |
Debt default, amount | 26,300 |
LIBOR plus 1.65% Mortgage Note | Cortlandt Town Center | |
Mortgage Loans on Real Estate [Line Items] | |
Debt instrument face amount | 0 |
Repayments of long-term debt | $ 83,070 |
Description of variable rate basis | LIBOR |
LIBOR plus 1.65% Mortgage Note | Cortlandt Town Center | LIBOR | |
Mortgage Loans on Real Estate [Line Items] | |
Basis spread on variable rate | 1.65% |
3.8% Mortgage Note | 1964 Union Street | |
Mortgage Loans on Real Estate [Line Items] | |
Debt instrument face amount | $ 1,463 |
Stated interest rate percentage | 3.80% |
5.62% Mortgage Note | Chicago Street Retail Portfolio | |
Mortgage Loans on Real Estate [Line Items] | |
Stated interest rate percentage | 5.62% |
Repayments of long-term debt | $ 14,955 |
LIBOR plus 1.55% Mortgage Note | Heritage Shops | |
Mortgage Loans on Real Estate [Line Items] | |
Repayments of long-term debt | $ 24,456 |
Description of variable rate basis | LIBOR |
LIBOR plus 1.55% Mortgage Note | Heritage Shops | LIBOR | |
Mortgage Loans on Real Estate [Line Items] | |
Basis spread on variable rate | 1.55% |
LIBOR plus 1.70% Mortgage Note | 330-340 River Street | |
Mortgage Loans on Real Estate [Line Items] | |
Debt instrument face amount | $ 12,000 |
Description of variable rate basis | LIBOR |
LIBOR plus 1.70% Mortgage Note | 330-340 River Street | LIBOR | |
Mortgage Loans on Real Estate [Line Items] | |
Basis spread on variable rate | 1.70% |
5.24% Mortgage Note | 330-340 River Street | |
Mortgage Loans on Real Estate [Line Items] | |
Stated interest rate percentage | 5.24% |
Repayments of long-term debt | $ 10,336 |
3.4% Mortgage Note | 2208-2216 Fillmore Street | |
Mortgage Loans on Real Estate [Line Items] | |
Debt instrument face amount | $ 5,606 |
Stated interest rate percentage | 3.40% |
3.4% Mortgage Note | 1861 Union Street | |
Mortgage Loans on Real Estate [Line Items] | |
Debt instrument face amount | $ 2,315 |
Stated interest rate percentage | 3.40% |
6.0% Mortgage Note | Brandywine Portfolio | |
Mortgage Loans on Real Estate [Line Items] | |
Stated interest rate percentage | 6.00% |
Repayments of long-term debt | $ 139,950 |
UNSECURED NOTES PAYABLE (Detail
UNSECURED NOTES PAYABLE (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Outstanding balance of debt | $ 799,264,000 | $ 1,050,051,000 |
Revolving Credit Facility | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Amount repaid on subscription line | 20,800,000 | |
Debt instrument face amount | 150,000,000 | |
Long-term line of credit | 0 | |
Line of Credit | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Amount repaid on subscription line | 50,000,000 | |
Line of Credit | Unsecured Term Loan Maturing June 27, 2021 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | 150,000,000 | |
Line of Credit | Unsecured Term Loan Maturing January 4, 2021 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Debt instrument face amount | 50,000,000 | |
Fund II | Line of Credit | ||
Debt Instrument [Line Items] | ||
Amount borrowed on unsecured credit facility | 7,500,000 | |
Long-term line of credit | 20,000,000 | |
Fund IV | Line of Credit | ||
Debt Instrument [Line Items] | ||
Amount borrowed on unsecured credit facility | 5,600,000 | |
Long-term line of credit | 40,100,000 | |
Fund IV | Line of Credit | Subscription Line | ||
Debt Instrument [Line Items] | ||
Amount repaid on subscription line | 5,300,000 | |
Outstanding balance of debt | $ 86,600,000 | |
LIBOR | Revolving Credit Facility | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.40% | |
LIBOR | Line of Credit | Unsecured Term Loan Maturing June 27, 2021 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.30% | |
LIBOR | Line of Credit | Unsecured Term Loan Maturing January 4, 2021 | Unsecured Debt | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.30% |
FAIR VALUE MEASUREMENTS Schedul
FAIR VALUE MEASUREMENTS Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring $ in Thousands | Jun. 30, 2016USD ($) |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative financial instruments, liabilities | $ 0 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative financial instruments, liabilities | 16,380 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative financial instruments, liabilities | $ 0 |
FAIR VALUE MEASUREMENTS Fair Va
FAIR VALUE MEASUREMENTS Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable and preferred equity investments, net | $ 273,542 | $ 147,188 |
Mortgage and other notes payable | 1,244,765 | 1,358,606 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes receivable and preferred equity investments, net | 273,542 | 147,188 |
Mortgage and other notes payable | $ 1,272,251 | $ 1,382,318 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 30, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Net carrying amounts of notes receivable | $ 273,542 | $ 273,542 | $ 147,188 | |||
Unconsolidated Affiliates | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related parties | 400 | $ 100 | 600 | $ 200 | ||
First Mortgage Loan, 8.1% Loan, Due 2019 | ||||||
Related Party Transaction [Line Items] | ||||||
Net carrying amounts of notes receivable | $ 153,400 | $ 153,400 | $ 30,900 | $ 30,879 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Revenues | $ 51,333 | $ 53,161 | $ 104,016 | $ 105,642 |
Property operating expenses, other operating and real estate taxes | (11,283) | (13,214) | (23,276) | (29,357) |
General and administrative expenses | (8,521) | (8,005) | (17,873) | (15,537) |
Depreciation and amortization | (14,678) | (13,903) | (31,527) | (27,561) |
Impairment of asset | 0 | (5,000) | 0 | (5,000) |
Operating income | 16,851 | 13,039 | 31,340 | 28,187 |
Equity in earnings of unconsolidated affiliates | 1,740 | 3,406 | 3,694 | 9,999 |
Gain on disposition of property of unconsolidated affiliates | 0 | 17,105 | 0 | 17,105 |
Loss on debt extinguishment | (15) | (25) | (15) | (134) |
Gain on disposition of properties | 16,572 | 61,841 | 81,965 | 88,984 |
Interest and other finance expense | (8,882) | (9,964) | (16,920) | (18,785) |
Income tax (provision) benefit | (111) | 56 | (34) | (1,361) |
Net income | 26,155 | 85,458 | 100,030 | 123,995 |
Net income attributable to noncontrolling interests | (8,237) | (58,963) | (53,187) | (80,953) |
Net income attributable to Common Shareholders | 17,918 | 26,495 | 46,843 | 43,042 |
Real Estate at Cost | 2,647,745 | 2,578,580 | 2,647,745 | 2,578,580 |
Total Assets | 3,235,040 | 2,973,699 | 3,235,040 | 2,973,699 |
Acquisition of Real Estate | 6,250 | 52,800 | 18,537 | 273,071 |
Investment in Redevelopment and Improvements | 18,427 | 64,751 | 55,890 | 105,245 |
Core Portfolio | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 34,693 | 37,593 | 72,800 | 73,186 |
Property operating expenses, other operating and real estate taxes | (8,286) | (8,235) | (16,848) | (17,926) |
General and administrative expenses | (7,967) | (7,397) | (17,040) | (14,208) |
Depreciation and amortization | (11,706) | (10,568) | (25,201) | (20,475) |
Impairment of asset | (5,000) | (5,000) | ||
Operating income | 6,734 | 6,393 | 13,711 | 15,577 |
Equity in earnings of unconsolidated affiliates | 581 | 699 | 1,173 | 1,133 |
Gain on disposition of property of unconsolidated affiliates | 0 | 0 | ||
Loss on debt extinguishment | 0 | 0 | 0 | 0 |
Gain on disposition of properties | 0 | 0 | 0 | 0 |
Interest and other finance expense | (7,113) | (7,329) | (13,877) | (13,797) |
Income tax (provision) benefit | (87) | 75 | (10) | (405) |
Net income | 115 | (162) | 997 | 2,508 |
Net income attributable to noncontrolling interests | (9) | 2,205 | (2,831) | 2,026 |
Net income attributable to Common Shareholders | 106 | 2,043 | (1,834) | 4,534 |
Real Estate at Cost | 1,528,848 | 1,553,174 | 1,528,848 | 1,553,174 |
Total Assets | 1,809,395 | 1,650,555 | 1,809,395 | 1,650,555 |
Acquisition of Real Estate | 6,250 | 0 | 6,250 | 169,235 |
Investment in Redevelopment and Improvements | 6,975 | 3,271 | 10,222 | 9,624 |
Funds | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 9,225 | 11,583 | 19,163 | 25,063 |
Property operating expenses, other operating and real estate taxes | (2,997) | (4,979) | (6,428) | (11,431) |
General and administrative expenses | (554) | (608) | (833) | (1,329) |
Depreciation and amortization | (2,972) | (3,335) | (6,326) | (7,086) |
Impairment of asset | 0 | 0 | ||
Operating income | 2,702 | 2,661 | 5,576 | 5,217 |
Equity in earnings of unconsolidated affiliates | 1,159 | 2,707 | 2,521 | 8,866 |
Gain on disposition of property of unconsolidated affiliates | 17,105 | 17,105 | ||
Loss on debt extinguishment | (15) | (25) | (15) | (134) |
Gain on disposition of properties | 16,572 | 61,841 | 81,965 | 88,984 |
Interest and other finance expense | (1,769) | (2,635) | (3,043) | (4,988) |
Income tax (provision) benefit | (24) | (19) | (24) | (956) |
Net income | 18,625 | 81,635 | 86,980 | 114,094 |
Net income attributable to noncontrolling interests | (8,228) | (61,168) | (50,356) | (82,979) |
Net income attributable to Common Shareholders | 10,397 | 20,467 | 36,624 | 31,115 |
Real Estate at Cost | 1,118,897 | 1,025,406 | 1,118,897 | 1,025,406 |
Total Assets | 1,152,103 | 1,154,213 | 1,152,103 | 1,154,213 |
Acquisition of Real Estate | 0 | 52,800 | 12,287 | 103,836 |
Investment in Redevelopment and Improvements | 11,452 | 61,480 | 45,668 | 95,621 |
Structured Financing Portfolio | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,415 | 3,985 | 12,053 | 7,393 |
Property operating expenses, other operating and real estate taxes | 0 | 0 | 0 | 0 |
General and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Impairment of asset | 0 | 0 | ||
Operating income | 7,415 | 3,985 | 12,053 | 7,393 |
Equity in earnings of unconsolidated affiliates | 0 | 0 | 0 | 0 |
Gain on disposition of property of unconsolidated affiliates | 0 | 0 | ||
Loss on debt extinguishment | 0 | 0 | 0 | 0 |
Gain on disposition of properties | 0 | 0 | 0 | 0 |
Interest and other finance expense | 0 | 0 | 0 | 0 |
Income tax (provision) benefit | 0 | 0 | 0 | 0 |
Net income | 7,415 | 3,985 | 12,053 | 7,393 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net income attributable to Common Shareholders | 7,415 | 3,985 | 12,053 | 7,393 |
Real Estate at Cost | 0 | 0 | 0 | 0 |
Total Assets | 273,542 | 168,931 | 273,542 | 168,931 |
Acquisition of Real Estate | 0 | 0 | 0 | 0 |
Investment in Redevelopment and Improvements | $ 0 | $ 0 | $ 0 | $ 0 |
LONG-TERM INCENTIVE COMPENSAT51
LONG-TERM INCENTIVE COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 4,150 | $ 3,746 | |||
Award vesting rights, percentage | 33.00% | ||||
Trustee fee expense | 500 | 400 | |||
Fund III | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 2,500 | ||||
Senior Executives | Long Term Investment Alignment Program | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum percentage of promote to be awarded as share based compensation awards | 25.00% | ||||
Senior Executives | Long Term Investment Alignment Program | Fund IV | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of promote awarded as share based compensation award | 9.30% | ||||
Senior Executives | Long Term Investment Alignment Program | Fund III | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of promote awarded as share based compensation award | 25.00% | ||||
LTIP Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued during period, shares, share-based compensation, net of forfeitures (in shares) | 319,242 | ||||
LTIP Units | Board of Trustees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, grants in period (in shares) | 13,491 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock issued during period, shares, share-based compensation, net of forfeitures (in shares) | 11,094 | ||||
Restricted Stock | Board of Trustees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment award, grants in period (in shares) | 10,822 | ||||
LTIP Units and Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total value of restricted shares and LTIP units as of the grant date | $ 10,100 | ||||
Share-based compensation expense | 800 | $ 1,900 | |||
Compensation expense not yet recognized | $ 8,200 | 8,200 | |||
Long term incentive and share based compensation expense | $ 3,700 | $ 3,500 | |||
Tranche One | LTIP Units | Board of Trustees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vested in period (in shares) | 4,674 | ||||
Tranche One | Restricted Stock | Board of Trustees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vested in period (in shares) | 5,532 | ||||
Tranche Two | LTIP Units | Board of Trustees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vested in period (in shares) | 8,817 | ||||
Tranche Two | Restricted Stock | Board of Trustees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, vested in period (in shares) | 5,290 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - At The Market Equity Program - USD ($) | Jul. 29, 2016 | Jun. 30, 2016 |
Subsequent Event [Line Items] | ||
Aggregate value of offerings | $ 200,000,000 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Aggregate value of offerings | $ 250,000,000 |