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Acquisitions: | 12 Months Ended
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Dec. 31, 2013
Business Combinations [Abstract] |
Acquisitions | Acquisitions: Desert Sky Mall: On February 28, 2011, the Company acquired the remaining 50% ownership interest in Desert Sky Mall that it did not own for $27,625. The acquisition was completed in order to gain 100% ownership and control over this well located asset. The purchase price was funded by a cash payment of $1,875 and the assumption of the third party's pro rata share of the mortgage note payable on the property of $25,750. Concurrent with the purchase of the partnership interest, the Company paid off the $51,500 loan on the property. Prior to the acquisition, the Company had accounted for its investment under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Desert Sky Mall. The following is a summary of the allocation of the fair value of Desert Sky Mall:
Property | $ | 46,603 |
Deferred charges | 5,474 |
Cash and cash equivalents | 6,057 |
Tenant receivables | 202 |
Other assets | 4,481 |
Total assets acquired | 62,817 |
Mortgage note payable | 51,500 |
Accounts payable | 33 |
Other accrued liabilities | 3,017 |
Total liabilities assumed | 54,550 |
Fair value of acquired net assets (at 100% ownership) | $ | 8,267 |
The Company determined that the purchase price represented the fair value of the additional ownership interest in Desert Sky Mall that was acquired. Accordingly, the Company also determined that the fair value of the acquired ownership interest in Desert Sky Mall equaled the fair value of the Company's existing ownership interest.
Fair value of existing ownership interest (at 50% ownership) | $ | 4,164 |
Carrying value of investment in Desert Sky Mall | (2,296 | )
Gain on remeasurement | $ | 1,868 |
The Company has included the gain in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2011 (See Note 6—Property). Superstition Springs Land: On June 3, 2011, the Company acquired the additional 50% ownership interest in Superstition Springs Land that it did not own in connection with the GGP Exchange (See Note 4—Investments in Unconsolidated Joint Ventures). Prior to the acquisition, the Company had accounted for its investment in Superstition Springs Land under the equity method. As a result of this transaction, the Company obtained 100% ownership of the land. The Company recorded the fair value of Superstition Springs Land at $12,914. As a result of obtaining control of this property, the Company recognized a gain of $1,734, which is included in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2011 (See Note 6—Property). Since the date of acquisition, the Company has included Superstition Springs Land in its consolidated financial statements. Fashion Outlets of Niagara Falls USA: On July 22, 2011, the Company acquired the Fashion Outlets of Niagara Falls USA, a 525,000 square foot outlet center in Niagara Falls, New York. The initial purchase price of $200,000 was funded by a cash payment of $78,579 and the assumption of the mortgage note payable with a carrying value of $121,421 and a fair value of $130,006. The cash purchase price was funded from borrowings under the Company's line of credit. The purchase and sale agreement includes contingent consideration based on the performance of the Fashion Outlets of Niagara Falls USA from the acquisition date through July 21, 2014 that could increase the purchase price from the initial $200,000 up to a maximum of $218,322. The Company estimated the fair value of the contingent consideration as of December 31, 2013 to be $17,491, which has been included in other accrued liabilities as part of the fair value of the total liabilities assumed. The following is a summary of the allocation of the fair value of the Fashion Outlets of Niagara Falls USA:
Property | $ | 228,720 |
Deferred charges | 10,383 |
Restricted cash | 5,367 |
Other assets | 3,090 |
Total assets acquired | 247,560 |
Mortgage note payable | 130,006 |
Accounts payable | 231 |
Other accrued liabilities | 38,037 |
Total liabilities assumed | 168,274 |
Fair value of acquired net assets | $ | 79,286 |
The Company determined that the purchase price, including the estimated fair value of contingent consideration, represented the fair value of the assets acquired and liabilities assumed. SDG Acquisition Properties: On December 31, 2011, the Company acquired the SDG Acquisition Properties as a result of the SDG Transaction. The Company completed the SDG Transaction in order to gain 100% control of the SDG Acquisition Properties. In connection with the acquisition, the Company assumed the mortgage notes payable on Eastland Mall and Valley Mall. Prior to the acquisition, the Company had accounted for its investment in SDG Macerich under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of the SDG Acquisition Properties. The following is a summary of the allocation of the fair value of the SDG Acquisition Properties:
Property | $ | 371,344 |
Deferred charges | 30,786 |
Tenant receivables | 10,048 |
Other assets | 32,826 |
Total assets acquired | 445,004 |
Mortgage note payable | 211,543 |
Accounts payable | 10,416 |
Other accrued liabilities | 18,578 |
Total liabilities assumed | 240,537 |
Fair value of acquired net assets | $ | 204,467 |
The Company determined that the purchase price represented the fair value of the assets acquired and liabilities assumed. Capitola Kohl's: On April 29, 2011, the Company purchased a fee interest in a freestanding Kohl's store at Capitola Mall for $28,500. The purchase price was paid from cash on hand. 500 North Michigan Avenue: On February 29, 2012, the Company acquired a 323,000 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 75% ownership interest in FlatIron Crossing 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 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 Company has included the gain in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2012 (See Note 6—Property). 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 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 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 |
The Company has included the gain in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2012 (See Note 6—Property). 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 1,195,000 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. 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. Concurrent with the acquisition, the Company borrowed $354,000 on the loan. On January 3, 2013, the Company exercised its option to borrow an additional $146,000 on the loan. The acquisition was completed to acquire a prominent 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 1,787,000 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 $65,958 and incremental earnings of $824 during the year ended December 31, 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 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 |
The Company has included the gain in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2013 (See Note 6—Property). Since the date of the restructuring, the Company has included Camelback Colonnade in its consolidated financial statements. The property has generated incremental revenue of $3,540 and incremental earnings of $384 during the year ended December 31, 2013. Superstition Springs Center: On October 24, 2013, the Company acquired the remaining 33.3% ownership interest in Superstition Springs Center that it did not own for $46,162. The purchase price was funded by a cash payment of $23,662 and the assumption of the third party's share of the mortgage note payable on the property of $22,500. Prior to the acquisition, the Company had accounted for its investment under the equity method (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Superstition Springs Center. The acquisition was completed in order to gain 100% ownership and control over this asset. The following is a summary of the allocation of the fair value of Superstition Springs Center:
Property | $ | 114,373 |
Deferred charges | 12,353 |
Cash and cash equivalents | 8,894 |
Tenant receivables | 51 |
Other assets | 11,535 |
Total assets acquired | 147,206 |
Mortgage note payable | 68,448 |
Accounts payable | 119 |
Other accrued liabilities | 7,637 |
Total liabilities assumed | 76,204 |
Fair value of acquired net assets (at 100% ownership) | $ | 71,002 |
The Company determined that the purchase price represented the fair value of the additional ownership interest in Superstition Springs Center that was acquired.
Fair value of existing ownership interest (at 66.7% ownership) | $ | 47,340 |
Carrying value of investment | (32,476 | )
Gain on remeasurement | $ | 14,864 |
The following is the reconciliation of the purchase price to the fair value of the acquired net assets:
Purchase price | $ | 46,162 |
Less debt assumed | (22,500 | )
Carrying value of investment | 32,476 |
Remeasurement gain | 14,864 |
Fair value of acquired net assets (at 100% ownership) | $ | 71,002 |
The Company has included the gain in (loss) gain on remeasurement, sale or write down of assets, net for the year ended December 31, 2013 (See Note 6—Property). Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements. Superstition Springs Center has generated incremental revenue of $3,666 and incremental earnings of $1,062 during the year ended December 31, 2013. Pro Forma Results of Operations: The following unaudited pro forma total revenue and income from continuing operations for 2013 and 2012 assumes the 2012 and 2013 property acquisitions took place on January 1, 2012:
| Total revenue | Income from continuing operations
Supplemental pro forma for the year ended December 31, 2013(1) | $ | 1,056,075 |  | $ | 108,417 |
Supplemental pro forma for the year ended December 31, 2012(1) | $ | 1,094,559 |  | $ | 92,193 |
(1) | This unaudited pro forma supplemental information does not purport to be indicative of what the Company's operating results would have been had the acquisitions 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 the acquisitions.

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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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