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Acquisitions: | 9 Months Ended
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Sep. 30, 2014
Business Combinations [Abstract] |
Acquisitions: |
| Acquisitions:
Fashion Outlets of Niagara Falls USA: On July 22, 2011, the Company acquired the Fashion Outlets of Niagara Falls USA, a 517,000 square foot outlet center in Niagara Falls, New York. The purchase and sale agreement included contingent consideration payable to AWE/Talisman, the former owner of the property and a related party (See Note 16—Related Party Transactions), based on the performance of the Fashion Outlets of Niagara Falls USA from the acquisition date through July 21, 2014 that increased the purchase price above the initial $200,000. During the nine months ended September 30, 2014, the Company paid $18,667 in full settlement of the contingent consideration liability. Green Acres Mall: On January 24, 2013, the Company acquired Green Acres Mall, a 1,791,000 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. 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 |
Since the date of the restructuring, the Company has included Camelback Colonnade in its consolidated financial statements. 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 pro rata 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 of accounting (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 |
Since the date of acquisition, the Company has included Superstition Springs Center in its consolidated financial statements. Cascade Mall: On June 4, 2014, the Company acquired the remaining 49.0% ownership interest in Cascade Mall that it did not own for $15,233. Prior to the acquisition, the Company had accounted for its investment under the equity method of accounting (See Note 4—Investments in Unconsolidated Joint Ventures). As a result of this transaction, the Company obtained 100% ownership of Cascade Mall. The acquisition was completed in order to obtain 100% ownership and control over this asset. The following is a summary of the allocation of the fair value of Cascade Mall:
Property | $ | 28,924 |
Deferred charges | 6,660 |
Other assets | 202 |
Total assets acquired | 35,786 |
Other accrued liabilities | 4,786 |
Total liabilities assumed | 4,786 |
Fair value of acquired net assets (at 100% ownership) | $ | 31,000 |
The Company determined that the purchase price represented the fair value of the additional ownership interest in Cascade Mall that was acquired. The following is the reconciliation of the purchase price to the fair value of the acquired net assets:
Purchase price | $ | 15,233 |
Carrying value of investment | 15,767 |
Fair value of acquired net assets (at 100% ownership) | $ | 31,000 |
Since the date of acquisition, the Company has included Cascade Mall in its consolidated financial statements. The property has generated incremental revenue of $2,337 and incremental earnings of $667 during the nine months ended September 30, 2014. Pro Forma Results of Operations: The following unaudited pro forma financial information for the three and nine months ended September 30, 2014 and 2013 assumes all of the above transactions took place on January 1, 2013:
| For the Three Months Ended September 30, |  | For the Nine Months Ended September 30,
| 2014 |  | 2013 |  | 2014 |  | 2013
Pro forma revenue (1) | $ | 263,492 |  |  | $ | 267,091 |  |  | $ | 785,038 |  |  | $ | 773,343 |
Pro forma income from continuing operations (1) | $ | 38,744 |  |  | $ | 13,492 |  |  | $ | 73,847 |  |  | $ | 122,976 |
(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, 2013, 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 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: 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=35744584&loc=d3e6996-128479 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=39739317&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 4 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472 Reference 5: 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=39739317&loc=d3e4926-128472 Reference 6: 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=35744584&loc=d3e7000-128479 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=35744584&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=35744584&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=39739317&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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