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Acquisitions | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Acquisitions |
3. | Acquisitions
In 2014 and 2013, the Company acquired the following shopping centers (in millions):
Location or Transaction |  | Date Acquired |  | Gross Purchase Price |  |  | Face Value of Mortgage Debt Assumed |
Colorado Springs, CO |  | April 2014 |  | $ | 29.4 |  |  | $ | 12.9 |
Roseville, CA |  | May 2014 |  |  | 89.5 |  |  |  | — |
Cincinnati, OH |  | May 2014 |  |  | 29.5 |  |  |  | — |
Chicago, IL |  | June 2014 |  |  | 98.0 |  |  |  | 35.5 |
Philadelphia, PA |  | August 2014 |  |  | 31.5 |  |  |  | — |
Blackstone II Acquisition (seven assets)(A) |  | September 2014 |  |  | 395.3 |  |  |  | 233.3 |
Erie, PA(A) |  | December 2014 |  |  | 15.6 |  |  |  | — |
Oakland, CA |  | February 2013 |  |  | 41.1 |  |  |  | — |
Dallas, TX |  | March 2013 |  |  | 40.3 |  |  |  | — |
Tampa, FL; Atlanta, GA; Newport News, VA and Richmond, VA (two assets)(A) |  | April 2013 |  |  | 110.5 |  |  |  | — |
Parcels adjacent to existing shopping centers |  | June 2013 |  |  | 11.7 |  |  |  | — |
Orlando, FL and Atlanta, GA |  | July 2013 |  |  | 258.5 |  |  |  | 139.4 |
Blackstone I Acquisition (30 assets)(A) |  | October 2013 |  |  | 1,548.4 |  |  |  | 792.9 |
(A) | Acquired from various unconsolidated joint ventures in separate transactions. See description of Blackstone Acquisitions below. Due to the change in control that occurred, the Company recorded an aggregate Gain on Change in Control of $4.3 million and $19.9 million for the years ended December 31, 2014 and 2013, respectively, associated with these acquisitions related to the difference between the Company’s carrying value and fair value of its previously held equity interest on the respective acquisition date.
The fair value of acquisitions was allocated as follows (in thousands):
|  |  |  |  |  |  |  |  | Weighted-Average Amortization Period (in Years)
| 2014 |  |  | 2013 |  |  | 2014 |  | 2013
Land | $ | 147,559 |  |  | $ | 402,289 |  |  | N/A |  | N/A
Buildings |  | 399,274 |  |  |  | 1,338,851 |  |  | (B) |  | (B)
Tenant improvements |  | 9,625 |  |  |  | 35,334 |  |  | (B) |  | (B)
Construction in progress |  | 76,214 |  |  |  | — |  |  | N/A |  | N/A
In-place leases (including lease origination costs and fair market value of leases)(A) |  | 59,684 |  |  |  | 186,370 |  |  | 7.1 |  | 5.2
Tenant relations |  | 35,828 |  |  |  | 156,990 |  |  | 7.7 |  | 5.6
Other assets |  | 4,402 |  |  |  | 19,536 |  |  | N/A |  | N/A
|  | 732,586 |  |  |  | 2,139,370 |  |  |  |  |
Less: Mortgage debt assumed at fair value |  | (293,288 | ) |  |  | (969,734 | ) |  | N/A |  | N/A
Less: Below-market leases |  | (28,115 | ) |  |  | (79,499 | ) |  | 19.1 |  | 15.9
Less: Other liabilities assumed |  | (3,478 | ) |  |  | (26,456 | ) |  | N/A |  | N/A
Net assets acquired | $ | 407,705 |  |  | $ | 1,063,681 |  |  |  |  |
(A) | Includes above-market value leases of $8.8 million and $29.2 million at December 31, 2014 and 2013, respectively.
(B) | Depreciated in accordance with the Company’s policy (Note 1).
| 2014 |  |  | 2013 |
Consideration: |  |  |  |  |  |  |
Cash (including debt repaid at closing) | $ | 330,929 |  |  | $ | 857,219 |
Repayment of preferred equity interest and mezzanine loan |  | 51,775 |  |  |  | 160,123 |
Issuance of OP Units |  | 18,256 |  |  |  | — |
Gain on Sale and Change in Control of Interests |  | 4,296 |  |  |  | 19,906 |
Fair value of previously held equity interest(A) |  | 2,449 |  |  |  | 26,433 |
Total consideration(B) | $ | 407,705 |  |  | $ | 1,063,681 |
(A) | The significant inputs used to value the previously held equity interests were determined to be Level 3 for all of the applicable acquisitions. In 2014 and 2013, the weighted-average discount rates applied to cash flows were approximately 7.6% and 7.8%, respectively; the weighted-average residual capitalization rates applied were approximately 7.0% for both periods.
(B) | Total consideration excludes $2.5 million and $3.3 million, in 2014 and 2013, respectively, of costs related to the acquisition of these assets. These transaction costs were expensed as incurred and included in Other Income (Expense) in the consolidated statements of operations.
Included in the Company’s consolidated statements of operations are $23.1 million, $62.1 million and $25.8 million in total revenues from the date of acquisition through December 31, 2014, 2013 and 2012, respectively, for the acquisition properties. Blackstone Acquisitions In 2014 and 2013, in two separate transactions, the Company acquired sole ownership of power centers owned through its interests in joint ventures with Blackstone. The Company accounted for these transactions as step acquisitions and, accordingly, recorded a Gain on Sale and Change in Control of Interests related to the difference between the Company’s carrying value and fair value of the previously held equity interest. The acquisitions were completed on similar terms as follows:
Terms |  | Blackstone I Acquisition |  |  | Blackstone II Acquisition |
Date acquired |  | October 2013 |  |  | September 2014 |
Number of centers |  |  | 30 |  |  |  | 7 |
Transaction value at 100% |  | $1.55 billion |  |  | $395.3 million |
Mortgage debt assumed at 95% (face value) |  | $792.9 million |  |  | $233.3 million |
Mortgage debt repaid at closing |  | $139.0 million |  |  | $28.0 million |
Mortgage debt repaid subsequent to closing |  | $256.0 million |  |  | N/A |
DDR preferred equity interest repaid to DDR |  | $128.4 million |  |  | $31.2 million |
DDR mezzanine loan repaid to DDR |  | $31.7 million |  |  | N/A |
Gain on Sale and Change in Control of Interests |  | $18.8 million |  |  | $4.0 million |
Pro Forma Information The following unaudited supplemental pro forma operating data is presented for the year ended December 31, 2014, as if the acquisition of the interests in the properties acquired in 2014 were completed on January 1, 2013. The following unaudited supplemental pro forma operating data is presented for the years ended December 31, 2013 and 2012, as if the acquisition of the interests in the properties acquired in 2013 were completed on January 1, 2012, and as if the acquisition of the interests in the properties acquired in 2012 were completed on January 1, 2011. The Gain on Change in Control of Interests related to the acquisitions from unconsolidated joint ventures was adjusted to the assumed acquisition date. The unaudited supplemental pro forma operating data is not necessarily indicative of what the actual results of operations of the Company would have been assuming the transactions had been completed as set forth above, nor do they purport to represent the Company’s results of operations for future periods (in thousands, except per share amounts).
| For the Year Ended December 31, (Unaudited) |
| 2014 |  |  | 2013 |  |  | 2012 |
Pro forma revenues | $ | 1,019,646 |  |  | $ | 997,369 |  |  | $ | 906,028 |
Pro forma income (loss) from continuing operations | $ | 8,651 |  |  | $ | (66,946 | ) |  | $ | (126,346 | )
Pro forma net income (loss) attributable to common shareholders | $ | 78,829 |  |  | $ | (131,507 | ) |  | $ | (214,789 | )
Basic earnings per share data: |  |  |  |  |  |  |  |  |  |  |
Net income (loss) attributable to common shareholders | $ | 0.22 |  |  | $ | (0.37 | ) |  | $ | (0.62 | )
Diluted earnings per share data: |  |  |  |  |  |  |  |  |  |  |
Net income (loss) attributable to common shareholders | $ | 0.22 |  |  | $ | (0.37 | ) |  | $ | (0.62 | )

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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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