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Acquisitions: | 9 Months Ended
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Sep. 30, 2013
Business Combinations [Abstract] |
Acquisitions: |
| Acquisitions:
500 North Michigan Avenue: On February 29, 2012, the Company acquired a 327,000 square foot mixed-use retail/office building in Chicago, Illinois ("500 North Michigan Avenue") for $70,925. The purchase price was funded from borrowings under the Company's line of credit. The acquisition was completed in order to gain control over the property adjacent to The Shops at North Bridge. The following is a summary of the allocation of the fair value of 500 North Michigan Avenue:
Property | $ | 66,033 |
Deferred charges | 7,450 |
Other assets | 2,143 |
Total assets acquired | 75,626 |
Other accrued liabilities | 4,701 |
Total liabilities assumed | 4,701 |
Fair value of acquired net assets | $ | 70,925 |
The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed. Since the date of acquisition, the Company has included 500 North Michigan Avenue in its consolidated financial statements. FlatIron Crossing: On October 3, 2012, the Company acquired the remaining 75% ownership interest in FlatIron Crossing, a 1,435,000 square foot regional shopping center in Broomfield, Colorado, that it did not own for $310,397. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $195,900 and the assumption of the third party's share of the mortgage note payable on the property of $114,497. Prior to the acquisition, the Company had accounted for its investment in FlatIron Crossing under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of FlatIron Crossing. The following is a summary of the allocation of the fair value of FlatIron Crossing:
Property | $ | 443,391 |
Deferred charges | 25,251 |
Cash and cash equivalents | 3,856 |
Other assets | 2,101 |
Total assets acquired | 474,599 |
Mortgage note payable | 175,720 |
Accounts payable | 366 |
Other accrued liabilities | 11,071 |
Total liabilities assumed | 187,157 |
Fair value of acquired net assets (at 100% ownership) | $ | 287,442 |
The Company determined that the purchase price represented the fair value of the additional ownership interest in FlatIron Crossing that was acquired.
Fair value of existing ownership interest (at 25% ownership) | $ | 91,542 |
Carrying value of investment | (33,382 | )
Prior gain deferral recognized | 26,067 |
Gain on remeasurement | $ | 84,227 |
The following is the reconciliation of the purchase price to the fair value of the acquired net assets:
Purchase price | $ | 310,397 |
Less debt assumed | (114,497 | )
Carrying value of investment | 33,382 |
Remeasurement gain | 84,227 |
Less prior gain deferral | (26,067 | )
Fair value of acquired net assets (at 100% ownership) | $ | 287,442 |
The prior gain deferral relates to the prior sale of the 75% ownership interest in FlatIron Crossing. Due to certain contractual rights that were afforded to the buyer of the interest, a portion of that gain was deferred. Since the date of acquisition, the Company has included FlatIron Crossing in its consolidated financial statements. Arrowhead Towne Center: On October 26, 2012, the Company acquired the remaining 33.3% ownership interest in Arrowhead Towne Center, a 1,196,000 square foot regional shopping center in Glendale, Arizona, that it did not own for $144,400. The acquisition was completed in order to gain 100% ownership and control over this asset. The purchase price was funded by a cash payment of $69,025 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $75,375. Prior to the acquisition, the Company had accounted for its investment in Arrowhead Towne Center under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Arrowhead Towne Center. The following is a summary of the allocation of the fair value of Arrowhead Towne Center:
Property | $ | 423,349 |
Deferred charges | 31,500 |
Restricted cash | 4,009 |
Tenant receivables | 926 |
Other assets | 4,234 |
Total assets acquired | 464,018 |
Mortgage note payable | 244,403 |
Accounts payable | 815 |
Other accrued liabilities | 10,449 |
Total liabilities assumed | 255,667 |
Fair value of acquired net assets (at 100% ownership) | $ | 208,351 |
The Company determined that the purchase price represented the fair value of the additional ownership interest in Arrowhead Towne Center that was acquired.
Fair value of existing ownership interest (at 66.7% ownership) | $ | 139,326 |
Carrying value of investment | (23,597 | )
Gain on remeasurement | $ | 115,729 |
The following is the reconciliation of the purchase price to the fair value of the acquired net assets:
Purchase price | $ | 144,400 |
Less debt assumed | (75,375 | )
Carrying value of investment | 23,597 |
Remeasurement gain | 115,729 |
Fair value of acquired net assets (at 100% ownership) | $ | 208,351 |
Since the date of acquisition, the Company has included Arrowhead Towne Center in its consolidated financial statements. Kings Plaza Shopping Center: On November 28, 2012, the Company acquired Kings Plaza Shopping Center, a 1,199,000 square foot regional shopping center in Brooklyn, New York, for a purchase price of $756,000. The purchase price was funded from a cash payment of $726,000 and the issuance of $30,000 in restricted common stock of the Company (See Note 13—Stockholders' Equity). The cash payment was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $500,000 and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $354,000 on the loan. On January 3, 2013, the Company exercised its option to borrow the remaining $146,000 on the loan. The acquisition was completed to acquire a prominent shopping center in Brooklyn, New York. The following is a summary of the allocation of the fair value of Kings Plaza Shopping Center:
Property | $ | 714,589 |
Deferred charges | 37,371 |
Other assets | 29,282 |
Total assets acquired | 781,242 |
Other accrued liabilities | 25,242 |
Total liabilities assumed | 25,242 |
Fair value of acquired net assets | $ | 756,000 |
The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed. Since the date of acquisition, the Company has included Kings Plaza Shopping Center in its consolidated financial statements. Green Acres Mall: On January 24, 2013, the Company acquired Green Acres Mall, a 1,792,000 square foot regional shopping center in Valley Stream, New York, for a purchase price of $500,000. A purchase deposit of $30,000 was funded during the year ended December 31, 2012, and the remaining $470,000 was funded upon closing of the acquisition. The cash payment made at the time of closing was provided by the placement of a mortgage note payable on the property that allowed for borrowings of up to $325,000 and from borrowings under the Company's line of credit. Concurrent with the acquisition, the Company borrowed $100,000 on the loan. On January 31, 2013, the Company exercised its option to borrow the remaining $225,000 on the loan. The acquisition was completed to acquire another prominent shopping center in the New York metropolitan area. The following is a summary of the allocation of the fair value of Green Acres Mall:
Property | $ | 477,673 |
Deferred charges | 45,130 |
Other assets | 19,125 |
Total assets acquired | 541,928 |
Other accrued liabilities | 41,928 |
Total liabilities assumed | 41,928 |
Fair value of acquired net assets | $ | 500,000 |
The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed. Since the date of acquisition, the Company has included Green Acres Mall in its consolidated financial statements. The property has generated incremental revenue of $47,564 and incremental loss of $563 during the nine months ended September 30, 2013. Green Acres Adjacent: On April 25, 2013, the Company acquired a 19 acre parcel of land adjacent to Green Acres Mall for $22,577. The payment was provided by borrowings from the Company's line of credit. The acquisition was completed to allow for future expansion of Green Acres Mall. Camelback Colonnade Restructuring: On September 17, 2013, the Company’s joint venture in Camelback Colonnade, a 619,000 square foot community center in Phoenix, Arizona, was restructured. As a result of the restructuring, the Company’s ownership interest in Camelback Colonnade decreased from 73.2% to 67.5%. Prior to the restructuring, the Company had accounted for its investment in Camelback Colonnade under the equity method of accounting due to substantive participation rights held by the outside partners. Upon completion of the restructuring, these substantive participation rights were terminated and the Company obtained voting control of the joint venture (See Note 4—Investments in Unconsolidated Joint Ventures). The following is a summary of the allocation of the fair value of Camelback Colonnade:
Property | $ | 98,160 |
Deferred charges | 8,284 |
Cash and cash equivalents | 1,280 |
Restricted cash | 1,139 |
Tenant receivables | 615 |
Other assets | 380 |
Total assets acquired | 109,858 |
Mortgage note payable | 49,465 |
Accounts payable | 54 |
Other accrued liabilities | 4,752 |
Total liabilities assumed | 54,271 |
Fair value of acquired net assets (at 100% ownership) | $ | 55,587 |
The Company recognized the following remeasurement gain on the Camelback Colonnade Restructuring:
Fair value of existing ownership interest (at 73.2% ownership) | $ | 41,690 |
Carrying value of investment | (5,349 | )
Gain on remeasurement | $ | 36,341 |
Since the date of the restructuring, the Company has included Camelback Colonnade in its consolidated financial statements. The property has generated incremental revenue of $521 and incremental earnings of $51. Pro Forma Results of Operations: The following unaudited pro forma financial information for the three and nine months ended September 30, 2013 and 2012 assumes all of the above transactions took place on January 1, 2012:
| Total revenues (1) |  | Income from continuing operations (1)
Supplemental pro forma information for the three months ended September 30, 2013 | $ | 269,098 |  |  | $ | 43,063 |
Supplemental pro forma information for the three months ended September 30, 2012 | $ | 258,906 |  |  | $ | 43,223 |
Supplemental pro forma information for the nine months ended September 30, 2013 | $ | 767,733 |  |  | $ | 153,151 |
Supplemental pro forma information for the nine months ended September 30, 2012 | $ | 758,130 |  |  | $ | 96,703 |
(1) | This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had these transactions occurred on January 1, 2012, and may not be indicative of future operating results. The Company has excluded remeasurement gains and acquisition costs from these pro forma results as they are considered significant non-recurring adjustments directly attributable to these transactions.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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