Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-35481 | |
Entity Registrant Name | RETAIL PROPERTIES OF AMERICA, INC. | |
Entity Central Index Key | 0001222840 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 42-1579325 | |
Entity Address, Address Line One | 2021 Spring Road | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Oak Brook | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60523 | |
City Area Code | 630 | |
Local Phone Number | 634-4200 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value | |
Trading Symbol | RPAI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 214,252,627 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Investment properties: | ||
Land | $ 1,075,037 | $ 1,021,829 |
Building and other improvements | 3,576,289 | 3,544,582 |
Developments in progress | 168,365 | 113,353 |
Gross investment properties | 4,819,691 | 4,679,764 |
Less: accumulated depreciation | (1,482,583) | (1,383,274) |
Net investment properties (includes $59,678 and $12,445 from consolidated variable interest entities, respectively) | 3,337,108 | 3,296,490 |
Cash and cash equivalents | 27,371 | 9,989 |
Accounts and notes receivable, net | 86,589 | 73,832 |
Acquired lease intangible assets, net | 70,837 | 79,832 |
Right-of-use lease assets | 43,234 | 50,241 |
Other assets, net (includes $336 and $164 from consolidated variable interest entities, respectively) | 69,678 | 75,978 |
Total assets | 3,634,817 | 3,586,362 |
Liabilities: | ||
Mortgages payable, net | 92,075 | 94,155 |
Unsecured notes payable, net | 1,185,479 | 796,247 |
Unsecured term loans, net | 467,391 | 716,523 |
Unsecured revolving line of credit | 0 | 18,000 |
Accounts payable and accrued expenses | 69,036 | 78,902 |
Distributions payable | 10,713 | 35,387 |
Acquired lease intangible liabilities, net | 63,591 | 63,578 |
Lease liabilities | 84,898 | 91,129 |
Other liabilities (includes $7,361 and $1,707 from consolidated variable interest entities, respectively) | 74,357 | 56,368 |
Total liabilities | 2,047,540 | 1,950,289 |
Commitments and contingencies (Note 13) | ||
Preferred stock, shares outstanding | 0 | 0 |
Equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized, none issued or outstanding | $ 0 | $ 0 |
Additional paid-in capital | 4,517,996 | 4,510,484 |
Accumulated distributions in excess of earnings | (2,899,388) | (2,865,933) |
Accumulated other comprehensive loss | (36,052) | (12,288) |
Total shareholders’ equity | 1,582,770 | 1,632,477 |
Noncontrolling interests | 4,507 | 3,596 |
Total equity | 1,587,277 | 1,636,073 |
Total liabilities and equity | 3,634,817 | 3,586,362 |
Class A common stock | ||
Equity: | ||
Class A common stock | $ 214 | $ 214 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Net investment properties (in dollars) | $ 3,337,108 | $ 3,296,490 |
Other assets, net (in dollars) | 69,678 | 75,978 |
Other liabilities (in dollars) | $ 74,357 | $ 56,368 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
VIEs | ||
Net investment properties (in dollars) | $ 59,678 | $ 12,445 |
Other assets, net (in dollars) | 336 | 164 |
Other liabilities (in dollars) | $ 7,361 | $ 1,707 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 475,000 | 475,000 |
Common stock, shares issued | 214,253 | 213,600 |
Common stock, shares outstanding | 214,253 | 213,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Lease income | $ 107,358 | $ 119,717 | $ 322,856 | $ 360,869 |
Expenses: | ||||
Operating expenses | 15,620 | 16,088 | 46,877 | 50,903 |
Real estate taxes | 19,720 | 18,583 | 56,169 | 55,520 |
Depreciation and amortization | 41,741 | 67,460 | 125,669 | 153,609 |
Provision for impairment of investment properties | 2,279 | 11,177 | 2,625 | 11,177 |
General and administrative expenses | 8,514 | 10,334 | 26,170 | 30,186 |
Total expenses | 87,874 | 123,642 | 257,510 | 301,395 |
Other (expense) income: | ||||
Interest expense | (21,941) | (25,084) | (58,347) | (59,877) |
Gain on sales of investment properties | 0 | 1,969 | 0 | 18,872 |
Gain on litigation settlement | 0 | 0 | 6,100 | 0 |
Other income (expense), net | 169 | (1,113) | (377) | (2,244) |
Net (loss) income | (2,288) | (28,153) | 12,722 | 16,225 |
Net income attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net (loss) income attributable to common shareholders | $ (2,288) | $ (28,153) | $ 12,722 | $ 16,225 |
(Loss) earnings per common share – basic and diluted: | ||||
Net (loss) income per common share attributable to common shareholders | $ (0.01) | $ (0.13) | $ 0.06 | $ 0.07 |
Net (loss) income | $ (2,288) | $ (28,153) | $ 12,722 | $ 16,225 |
Other comprehensive income (loss): | ||||
Net unrealized gain (loss) on derivative instruments (Note 8) | 3,124 | (7,152) | (23,764) | (16,973) |
Comprehensive income (loss) attributable to the Company | $ 836 | $ (35,305) | $ (11,042) | $ (748) |
Weighted average number of common shares outstanding – basic | 213,385 | 212,995 | 213,312 | 212,932 |
Weighted average number of common shares outstanding – diluted | 213,385 | 212,995 | 213,312 | 213,056 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common stockClass A common stock | Additional paid-in capital | Accumulated distributions in excess of earnings | Accumulated other comprehensive (loss) income | Total shareholders' equity | Noncontrolling interests |
Balance (in shares) at Dec. 31, 2018 | 213,176 | ||||||
Balance at Dec. 31, 2018 | $ 1,747,009 | $ 213 | $ 4,504,702 | $ (2,756,802) | $ (1,522) | $ 1,746,591 | $ 418 |
Increase (decrease) in shareholders' equity [roll forward] | |||||||
Net (loss) income | 16,225 | 16,225 | 16,225 | ||||
Other comprehensive (loss) income | (16,973) | (16,973) | (16,973) | ||||
Contributions from noncontrolling interests | 2,002 | 2,002 | |||||
Distributions declared to common shareholders | (106,141) | (106,141) | (106,141) | ||||
Issuance of common stock (in shares) | 111 | ||||||
Issuance of restricted shares (in shares) | 469 | ||||||
Issuance of restricted shares | 1 | $ 1 | 1 | ||||
Stock-based compensation expense, net of forfeitures (in shares) | (16) | ||||||
Stock-based compensation expense, net of forfeitures | 5,672 | 5,672 | 5,672 | ||||
Shares withheld for employee taxes (in shares) | (85) | ||||||
Shares withheld for employee taxes | (1,037) | (1,037) | (1,037) | ||||
Balance (in shares) at Sep. 30, 2019 | 213,655 | ||||||
Balance at Sep. 30, 2019 | 1,646,758 | $ 214 | 4,509,337 | (2,846,718) | (18,495) | 1,644,338 | 2,420 |
Balance (in shares) at Jun. 30, 2019 | 213,662 | ||||||
Balance at Jun. 30, 2019 | 1,714,621 | $ 214 | 4,507,488 | (2,783,183) | (11,343) | 1,713,176 | 1,445 |
Increase (decrease) in shareholders' equity [roll forward] | |||||||
Net (loss) income | (28,153) | (28,153) | (28,153) | ||||
Other comprehensive (loss) income | (7,152) | (7,152) | (7,152) | ||||
Contributions from noncontrolling interests | 975 | 975 | |||||
Distributions declared to common shareholders | (35,382) | (35,382) | (35,382) | ||||
Stock-based compensation expense, net of forfeitures (in shares) | (7) | ||||||
Stock-based compensation expense, net of forfeitures | 1,849 | 1,849 | 1,849 | ||||
Balance (in shares) at Sep. 30, 2019 | 213,655 | ||||||
Balance at Sep. 30, 2019 | 1,646,758 | $ 214 | 4,509,337 | (2,846,718) | (18,495) | 1,644,338 | 2,420 |
Balance (in shares) at Dec. 31, 2019 | 213,600 | ||||||
Balance at Dec. 31, 2019 | 1,636,073 | $ 214 | 4,510,484 | (2,865,933) | (12,288) | 1,632,477 | 3,596 |
Increase (decrease) in shareholders' equity [roll forward] | |||||||
Net (loss) income | 12,722 | 12,722 | 12,722 | ||||
Other comprehensive (loss) income | (23,764) | (23,764) | (23,764) | ||||
Contributions from noncontrolling interests | 3,128 | 3,128 | |||||
Termination of consolidated joint ventures | 2,217 | 2,217 | (2,217) | ||||
Distributions declared to common shareholders | (46,177) | (46,177) | (46,177) | ||||
Issuance of common stock (in shares) | 148 | ||||||
Issuance of restricted shares (in shares) | 624 | ||||||
Stock-based compensation expense, net of forfeitures | 6,734 | 6,734 | 6,734 | ||||
Shares withheld for employee taxes (in shares) | (119) | ||||||
Shares withheld for employee taxes | (1,439) | (1,439) | (1,439) | ||||
Balance (in shares) at Sep. 30, 2020 | 214,253 | ||||||
Balance at Sep. 30, 2020 | 1,587,277 | $ 214 | 4,517,996 | (2,899,388) | (36,052) | 1,582,770 | 4,507 |
Balance (in shares) at Jun. 30, 2020 | 214,253 | ||||||
Balance at Jun. 30, 2020 | 1,594,085 | $ 214 | 4,515,716 | (2,886,387) | (39,176) | 1,590,367 | 3,718 |
Increase (decrease) in shareholders' equity [roll forward] | |||||||
Net (loss) income | (2,288) | (2,288) | (2,288) | ||||
Other comprehensive (loss) income | 3,124 | 3,124 | 3,124 | ||||
Contributions from noncontrolling interests | 789 | 789 | |||||
Distributions declared to common shareholders | (10,713) | (10,713) | (10,713) | ||||
Stock-based compensation expense, net of forfeitures | 2,280 | 2,280 | 2,280 | ||||
Balance (in shares) at Sep. 30, 2020 | 214,253 | ||||||
Balance at Sep. 30, 2020 | $ 1,587,277 | $ 214 | $ 4,517,996 | $ (2,899,388) | $ (36,052) | $ 1,582,770 | $ 4,507 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Distributions declared to common shareholders (in dollars per share) | $ 0.05 | $ 0.165625 | $ 0.215625 | $ 0.496875 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||||
Net income | $ (2,288) | $ (28,153) | $ 12,722 | $ 16,225 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 125,669 | 153,609 | |||
Provision for impairment of investment properties | 2,279 | 11,177 | 2,625 | 11,177 | $ 12,298 |
Gain on sales of investment properties | 0 | (1,969) | 0 | (18,872) | |
Amortization of loan fees and debt premium and discount, net | 3,249 | 1,913 | |||
Amortization of stock-based compensation | 6,734 | 5,672 | |||
Debt prepayment fees | 2,786 | 8,151 | |||
Payment of leasing fees and inducements | (5,787) | (6,880) | |||
Changes in accounts receivable, net | (17,195) | 3,071 | |||
Changes in right-of-use lease assets | 1,391 | 1,438 | |||
Changes in accounts payable and accrued expenses, net | (12,392) | (4,222) | |||
Changes in lease liabilities | (671) | (496) | |||
Changes in other operating assets and liabilities, net | 621 | 6,156 | |||
Other, net | (1,111) | (6,254) | |||
Net cash provided by operating activities | 118,641 | 170,688 | |||
Cash flows from investing activities: | |||||
Purchase of investment properties | (54,970) | (29,891) | |||
Capital expenditures and tenant improvements | (44,955) | (59,971) | |||
Proceeds from sales of investment properties | 11,369 | 44,656 | |||
Investment in developments in progress | (58,939) | (17,817) | |||
Net cash used in investing activities | (147,495) | (63,023) | |||
Cash flows from financing activities: | |||||
Principal payments on mortgages payable | (2,160) | (109,917) | |||
Proceeds from unsecured notes payable | 493,746 | 100,000 | |||
Repayments of unsecured notes payable | (100,000) | 0 | |||
Proceeds from unsecured term loans | 0 | 270,000 | |||
Repayments of unsecured term loans | (250,000) | 0 | |||
Proceeds from unsecured revolving line of credit | 937,704 | 208,000 | |||
Repayments of unsecured revolving line of credit | (955,704) | (457,000) | |||
Payment of loan fees and deposits | (5,403) | (2,519) | |||
Debt prepayment fees | (2,786) | (8,151) | |||
Distributions paid | (70,851) | (106,141) | |||
Other, net | 1,689 | 965 | |||
Net cash provided by (used in) financing activities | 46,235 | (104,763) | |||
Net increase in cash, cash equivalents and restricted cash | 17,381 | 2,902 | |||
Cash, cash equivalents and restricted cash, at beginning of period | 14,447 | 19,601 | 19,601 | ||
Cash, cash equivalents and restricted cash, at end of period | 31,828 | 22,503 | 31,828 | 22,503 | 14,447 |
Supplemental cash flow disclosure, including non-cash activities: | |||||
Cash paid for interest, net of interest capitalized | 52,919 | 56,950 | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 4,406 | 4,523 | |||
Distributions payable | 10,713 | 35,387 | 10,713 | 35,387 | 35,387 |
Accrued capital expenditures and tenant improvements | 8,182 | 6,048 | |||
Accrued leasing fees and inducements | 1,594 | 1,184 | |||
Accrued redevelopment costs | 2,678 | 565 | |||
Amounts reclassified to developments in progress | 305 | 34,746 | |||
Developments in progress placed in service | 4,725 | 1,377 | |||
Change in noncontrolling interest due to termination of joint ventures | 2,217 | 0 | |||
Lease liabilities arising from obtaining right-of-use lease assets | 383 | 103,519 | |||
Straight-line ground rent liabilities reclassified to right-of-use lease asset | 0 | 31,030 | |||
Straight-line office rent liability reclassified to right-of-use lease asset | 0 | 507 | |||
Acquired ground lease intangible liability reclassified to right-of-use lease asset | 0 | 11,898 | |||
Purchase of investment properties (after credits at closing): | |||||
Net investment properties | (58,760) | (28,486) | |||
Right-of-use lease assets | 5,999 | 0 | |||
Accounts receivable, acquired lease intangibles and other assets | (1,801) | (1,792) | |||
Lease liabilities | (5,942) | 0 | |||
Accounts payable, acquired lease intangibles and other liabilities | 5,534 | 387 | |||
Purchase of investment properties (after credits at closing) | (54,970) | (29,891) | |||
Proceeds from sales of investment properties: | |||||
Net investment properties | 11,307 | 30,119 | |||
Right-of-use lease assets | 0 | 8,242 | |||
Accounts receivable, acquired lease intangibles and other assets | 167 | 1,591 | |||
Lease liabilities | 0 | (11,326) | |||
Accounts payable, acquired lease intangibles and other liabilities | (105) | (2,842) | |||
Gain on sales of investment properties | 0 | 1,969 | 0 | 18,872 | |
Proceeds from sales of investment properties | 11,369 | 44,656 | |||
Reconciliation of cash, cash equivalents and restricted cash: | |||||
Cash and cash equivalents, at beginning of period | 9,989 | 14,722 | 14,722 | ||
Restricted cash, at beginning of period (included within “Other assets, net”) | 4,458 | 4,879 | 4,879 | ||
Cash, cash equivalents and restricted cash, at beginning of period | 14,447 | 19,601 | 19,601 | ||
Cash and cash equivalents, at end of period | 27,371 | 17,076 | 27,371 | 17,076 | 9,989 |
Restricted cash, at end of period (included within “Other assets, net”) | 4,457 | 5,427 | 4,457 | 5,427 | 4,458 |
Cash, cash equivalents and restricted cash, at end of period | $ 31,828 | $ 22,503 | $ 31,828 | $ 22,503 | $ 14,447 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | ORGANIZATION AND BASIS OF PRESENTATION Retail Properties of America, Inc. (the Company) was formed on March 5, 2003 and its primary purpose is to own and operate high quality, strategically located open-air shopping centers, including properties with a mixed-use component. As of September 30, 2020, the Company owned 102 retail operating properties in the United States. The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to capitalization of development costs, provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), and initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates. In accordance with Accounting Standards Codification Topic 205, Presentation of Financial Statements , certain prior year balances have been reclassified in order to conform to the current period presentation. Specifically, for the nine months ended September 30, 2019, the reserve for uncollectible lease income of $1,860 has been presented as a component of “Changes in accounts receivable, net” rather than the previous presentation where it was included as a component of “Other, net” in the accompanying condensed consolidated statements of cash flows within “Cash flows from operating activities.” There has been no change to “Net cash provided by operating activities” for the nine months ended September 30, 2019 as a result of this reclassification. All share amounts and dollar amounts in this Quarterly Report on Form 10-Q, including the condensed consolidated financial statements and notes thereto, are stated in thousands with the exception of per share, per square foot and per unit amounts. The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus (COVID-19) a global pandemic. COVID-19 has caused, and could continue to cause, significant disruptions to the U.S. and global economy, including the retail sector within the U.S., and has contributed to significant volatility and negative pressure in the financial markets. Many U.S. states and cities, including where the Company owns properties and/or has development sites, imposed measures, and continue to impose measures to varying degrees, intended to control the spread of COVID-19, such as instituting “shelter-in-place” rules, limitations on public gatherings and restrictions on certain business operations and/or the types of construction projects that may continue. As a result of the pandemic and the measures implemented to mitigate its impact, a number of the Company’s tenants were required to temporarily close their stores or modify their operations and, as a result, requested lease concessions. As of September 30, 2020, all of the Company’s properties were open for the benefit of the communities and customers that the Company’s tenants serve and approximately 94% of the Company’s tenants, based on gross leasable area, were open. While many U.S. states and cities have eased or lifted such restrictions, some have subsequently reinstated restrictions and others may do so in the future. The Company continues to closely monitor the impact of the pandemic on all aspects of its business. Due to numerous uncertainties, it is not possible to accurately predict the ultimate impact the pandemic will have on the Company’s financial condition, results of operations and cash flows. During the second and third quarters of 2020, the Company agreed in principle, and, in certain circumstances, executed agreements, with tenants regarding lease concessions. See a discussion regarding lease concessions executed or agreed in principle as a result of the COVID-19 pandemic and related accounting treatment in Note 2 and Note 6 to the condensed consolidated financial statements. The Company’s property ownership as of September 30, 2020 is summarized below: Property Count Retail operating properties 102 Expansion and redevelopment projects: Circle East 1 One Loudoun Downtown – Pads G & H (a) — Carillon 1 The Shoppes at Quarterfield 1 Total number of properties 105 (a) The operating portion of this property is included within the property count for retail operating properties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Refer to the Company’s 2019 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 for a summary of its significant accounting policies. Except as disclosed below, there have been no changes to the Company’s significant accounting policies in the three months ended September 30, 2020. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses . This new guidance was effective January 1, 2020 and replaced the incurred loss impairment methodology with a methodology that reflects expected credit losses. Financial assets that are measured at amortized cost are required to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. In addition, an entity must consider broader information in developing its expected credit loss estimate, including the use of forecasted information. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , which clarifies that receivables arising from operating leases are not within the scope of this new guidance. Generally, the pronouncement requires a modified retrospective method of adoption. The adoption of this pronouncement on January 1, 2020 did not have any effect on the Company’s consolidated financial statements as it did not have any financial assets within the scope of this guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement . This new guidance was effective January 1, 2020 and provides new and, in some cases, eliminates or modifies the previously existing disclosure requirements on fair value measurements. Public entities are now required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities are no longer required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifies that materiality is an appropriate consideration when evaluating disclosure requirements. As permitted by the new pronouncement, the Company removed the discussion of its valuation processes for Level 3 fair value measurements. The Company did not remove any other disclosures as it did not have any transfers between levels of the fair value hierarchy during the current and comparative periods. The adoption of this pronouncement on January 1, 2020 did not have any effect on the Company’s consolidated financial statements. The amended disclosure guidance will be applied prospectively. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform . This temporary guidance is effective as of March 12, 2020 through December 31, 2022 to ease potential burdens related to the accounting for, or recognizing the effects of, reference rate reform on financial reporting. The guidance provides optional expedients for applying existing GAAP to contract modifications and hedging relationships affected by the move of global capital markets away from interbank offered rates, most notably the London Interbank Offered Rate (LIBOR). Specifically, the guidance allows for certain changes in critical terms of a designated hedging instrument or hedged item as a result of reference rate reform to not result in the dedesignation of the hedging relationship. In addition, the optional expedients related to probability and effectiveness assessments allow companies to disregard certain economic mismatches in a hedging relationship arising due to reference rate reform until both the derivative and hedged transactions have completed the transition, where current GAAP requires those mismatches to be modeled into the assessment of effectiveness. The Company adopted this guidance as of the effective date and elected to apply the optional expedients related to probability and effectiveness prospectively. The Company has not modified any hedging relationships and has disregarded the potential economic mismatches in hedging relationships due to reference rate reform during the nine months ended September 30, 2020. In April 2020, the FASB staff issued a question-and-answer (Q&A) document focusing on the application of the lease guidance in ASC 842, Leases , for lease concessions provided as a result of the COVID-19 pandemic. Prior to the Q&A, changes to lease payments that are not stipulated in the original lease contract are generally accounted for as lease modifications under ASC 842. Within the Q&A, the FASB staff provides relief for lease concessions offered as a result of the effects of the COVID-19 pandemic and does not require these concessions to be accounted for in accordance with the lease modification guidance in ASC 842. Under existing lease guidance, a company determines, on a lease-by-lease basis, if a lease concession is the result of a new arrangement with the tenant or if it is under the enforceable rights and obligations within the lease agreement. Under the relief guidance, a company can account for certain concessions (i) as if no changes to the existing lease contract were made or (ii) as a negative variable lease adjustment to lease income. This optionality is offered in circumstances when the total future payments required by the modified contract are substantially the same as the total payments required by the existing contract. Also, under the relief guidance, a company can account for certain other concessions only as a variable lease adjustment. This singular relief option is offered in circumstances including when the total future payments required by the modified contract are less than the total payments required by the existing contract (i.e., abatement) or when the total payments required are the same, but extend over a longer period of time as compared to the existing contract. Application of the relief guidance is optional; however, it is required to be applied consistently to leases with similar characteristics and similar circumstances. The Company has elected to apply the relief guidance where lease concessions (i) have been granted as relief due to the COVID-19 pandemic and (ii) result in the cash flows remaining to be substantially the same or less than the existing contract. Based on the policy elections made under the relief guidance as well as modifications that do not qualify for the relief guidance, the Company has accounted for lease concessions as follows: Lease Concession Accounting Treatment of Concession (i) Deferral of payment to a future period, with no change in lease term Treated as if there are no changes to the existing lease contract; no change to lease income recognized, including straight-line rental income. (ii) Deferral of payment to a future period, with a modest extension of the lease term Treated as a variable lease adjustment; reduction in lease income for the abated and deferred amounts; however, no change in straight-line rental income. Any deferred amounts will be recognized as lease income when payment is received. (v) Significant lease extension resulting in an increase in cash flows Existing lease modification guidance under ASC 842 is followed. |
Acquisitions and Developments i
Acquisitions and Developments in Progress | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Developments in Progress | ACQUISITIONS AND DEVELOPMENTS IN PROGRESS Acquisitions The Company closed on the following acquisition during the nine months ended September 30, 2020: Date Property Name Metropolitan Property Type Square Acquisition February 6, 2020 Fullerton Metrocenter Los Angeles Fee interest (a) 154,700 $ 55,000 154,700 $ 55,000 (b) (a) The Company acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor. (b) Acquisition price does not include capitalized closing costs and adjustments totaling $240. The Company closed on the following acquisitions during the nine months ended September 30, 2019: Date Property Name MSA Property Type Square Acquisition March 7, 2019 North Benson Center Seattle Multi-tenant retail 70,500 $ 25,340 June 10, 2019 Paradise Valley Marketplace – Parcel Phoenix Land (a) — 1,343 August 13, 2019 Southlake Town Square – Parcel Dallas Single-user parcel (b) 3,100 3,293 73,600 $ 29,976 (c) (a) The Company acquired a parcel adjacent to its Paradise Valley Marketplace multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction. (b) The Company acquired a single-user parcel at its Southlake Town Square multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction. (c) Acquisition price does not include capitalized closing costs and adjustments totaling $316. The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisitions discussed above: Nine Months Ended September 30, 2020 2019 Land $ 57,137 $ 14,819 Building and other improvements, net 1,623 13,667 Acquired lease intangible assets (a) 2,014 2,040 Acquired lease intangible liabilities (b) (5,534) (234) Net assets acquired $ 55,240 $ 30,292 (a) The weighted average amortization period for acquired lease intangible assets is 17 years and six years for acquisitions completed during the nine months ended September 30, 2020 and 2019, respectively. (b) The weighted average amortization period for acquired lease intangible liabilities is 17 years and five years for acquisitions completed during the nine months ended September 30, 2020 and 2019, respectively. These acquisitions were funded using a combination of available cash on hand, proceeds from dispositions and proceeds from the Company’s unsecured revolving line of credit. All of the acquisitions completed during 2020 and 2019 were considered asset acquisitions and, as such, transaction costs were capitalized upon closing. In addition, the Company capitalized $633 and $1,900 of internal salaries and related benefits of personnel directly involved in capital upgrades and tenant improvements during the three and nine months ended September 30, 2020, respectively, and $679 and $2,004 during the three and nine months ended September 30, 2019, respectively. The Company also capitalized internal leasing incentives of $66 and $168 during the three and nine months ended September 30, 2020, respectively, and $111 and $247 during the three and nine months ended September 30, 2019, respectively, all of which were incremental to signed leases. Developments in Progress The carrying amount of the Company’s developments in progress are as follows: Property Name MSA September 30, 2020 December 31, 2019 Expansion and redevelopment projects Circle East (a) Baltimore $ 36,774 $ 33,628 One Loudoun Downtown Washington, D.C. 70,100 27,868 Carillon Washington, D.C. 33,086 26,407 The Shoppes at Quarterfield Baltimore 2,003 — Pad development projects Southlake Town Square Dallas 952 — 142,915 87,903 Land held for future development One Loudoun Uptown Washington, D.C. 25,450 25,450 Total developments in progress $ 168,365 $ 113,353 (a) During the year ended December 31, 2018, the Company received net proceeds of $11,820 in connection with the sale of air rights to a third party to develop multi-family rental units at Circle East, which is shown net in the “Developments in progress” balance as of September 30, 2020 and December 31, 2019 in the accompanying condensed consolidated balance sheets. In response to current macroeconomic conditions related to the COVID-19 pandemic, the Company halted plans for vertical construction at its Carillon redevelopment during the three months ended March 31, 2020 and materially reduced the planned scope and spend for the project. As of September 30, 2020, the Company had completed the current scope of site work preparation at the property in anticipation of future vertical development at the site. The Company capitalized $1,338 and $4,001 of indirect project costs related to redevelopment projects during the three and nine months ended September 30, 2020, including, among other costs, $318 and $1,019 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $804 and $2,325 of interest, respectively. The Company capitalized $1,204 and $2,437 of indirect project costs related to redevelopment projects during the three and nine months ended September 30, 2019, including, among other costs, $366 and $1,066 of internal salaries and related benefits of personnel directly involved in the redevelopment projects and $570 and $940 of interest, respectively. Variable Interest Entities As of January 1, 2020, the Company had joint ventures related to the development, ownership and operation of the (i) multi-family rental portion of the expansion project at One Loudoun Downtown – Pads G & H, of which joint venture the Company owned 90%; (ii) multi-family rental portion of the redevelopment project at Carillon, of which joint venture the Company owned 95%, and (iii) medical office building portion of the redevelopment project at Carillon, of which joint venture the Company owned 95%. The joint ventures are considered VIEs primarily because the Company’s joint venture partners do not have substantive kick-out rights or substantive participating rights. The Company is considered the primary beneficiary as it has a controlling financial interest in each joint venture. As such, the Company has consolidated these joint ventures and presented the joint venture partners’ interests as noncontrolling interests. As a result of halting the planned vertical construction at Carillon, the Company terminated (i) the joint venture related to the multi-family rental portion of the redevelopment during the three months ended March 31, 2020 and (ii) the joint venture related to the medical office building portion of the redevelopment during the three months ended June 30, 2020. In accordance with the terms of the joint venture agreements, costs incurred prior to the terminations were funded evenly by the partners and there was no payment between the partners upon termination. Subsequent to the terminations, if the Company commences the redevelopment and uses the materials developed, or approvals obtained, by the joint venture partners, the Company is required to reimburse the partners’ costs incurred in connection with such materials and/or approvals. As a result of the terminations, the Company reclassified the noncontrolling interest balance of $2,217 from noncontrolling interests to additional paid-in capital within equity. There was no gain or loss recognized in connection with the terminations. As of September 30, 2020 and December 31, 2019, the Company recorded the following related to the consolidated joint ventures: September 30, 2020 December 31, 2019 One Loudoun Downtown – Carillon – Phase One Carillon – Phase One Total One Loudoun Downtown – Carillon – Phase One Carillon – Phase One Total Net investment properties $ 59,678 $ — $ — $ 59,678 $ 8,830 $ 2,940 $ 675 $ 12,445 Other assets, net $ 336 $ — $ — $ 336 $ 164 $ — $ — $ 164 Other liabilities $ 7,361 $ — $ — $ 7,361 $ 1,546 $ 32 $ 129 $ 1,707 Noncontrolling interests $ 4,507 $ — $ — $ 4,507 $ 1,869 $ 1,454 $ 273 $ 3,596 During the three months ended September 30, 2020, the Company funded $758 of the partner’s development costs related to One Loudoun Downtown – Pads G & H through a loan provided by the Company to the joint venture. The loan is secured by the joint venture project, is required to be repaid subsequent to the completion of construction and stabilization of the project and is eliminated upon consolidation. Under terms defined in the joint venture agreement, after construction completion and stabilization of the development project, the Company has the ability to call, and the joint venture partner has the ability to put to the Company, subject to certain conditions, the joint venture partner’s interest in the joint venture at fair value. The Company has not provided financial support to the VIE in excess of any amounts that it is contractually required to provide. There was no income from the joint venture projects during the nine months ended September 30, 2020 and 2019 and, as such, no income was attributed to the noncontrolling interests. |
Dispositions
Dispositions | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Dispositions | DISPOSITIONS The Company closed on the following disposition during the nine months ended September 30, 2020: Date Property Name Property Type Square Consideration Aggregate Gain February 13, 2020 King Philip’s Crossing Multi-tenant retail 105,900 $ 13,900 $ 11,343 $ — 105,900 $ 13,900 $ 11,343 $ — (a) Aggregate proceeds are net of transaction costs and exclude $26 of condemnation proceeds, which did not result in recognition of a gain. The Company closed on the following dispositions during the nine months ended September 30, 2019: Date Property Name Property Type Square Consideration Aggregate Gain March 8, 2019 Edwards Multiplex – Fresno (b) Single-user retail 94,600 $ 25,850 $ 21,605 $ 8,449 June 28, 2019 North Rivers Towne Center Multi-tenant retail 141,500 18,900 17,989 6,881 236,100 $ 44,750 $ 39,594 $ 15,330 (a) Aggregate proceeds are net of transaction costs. (b) Prior to the disposition, the Company was subject to a ground lease whereby it leased the underlying land from a third party. The ground lease was assumed by the purchaser in connection with the disposition. During the nine months ended September 30, 2019, the Company also received net proceeds of $5,062 and recognized a gain of $3,542 in connection with the sale of the second and third phases of a land parcel, which included rights to develop 22 residential units, at One Loudoun Downtown. The aggregate proceeds from the property dispositions and other transactions during the nine months ended September 30, 2019 totaled $44,656, with aggregate gains of $18,872. None of the dispositions completed during the nine months ended September 30, 2020 and 2019 qualified for discontinued operations treatment and none are considered individually significant. As of September 30, 2020 and December 31, 2019, no properties qualified for held for sale accounting treatment. |
Equity Compensation Plans
Equity Compensation Plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Compensation Plans | EQUITY COMPENSATION PLANS The Company’s Amended and Restated 2014 Long-Term Equity Compensation Plan, subject to certain conditions, authorizes the issuance of incentive and non-qualified stock options, restricted stock and restricted stock units, stock appreciation rights and other similar awards to the Company’s employees, non-employee directors, consultants and advisors in connection with compensation and incentive arrangements that may be established by the Company’s board of directors or executive management. The following table summarizes the Company’s unvested restricted shares as of and for the nine months ended September 30, 2020: Unvested Weighted Average Balance as of January 1, 2020 535 $ 12.46 Shares granted (a) 624 $ 11.66 Shares vested (291) $ 12.76 Balance as of September 30, 2020 (b) 868 $ 11.78 (a) Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements. (b) As of September 30, 2020, total unrecognized compensation expense related to unvested restricted shares was $3,326, which is expected to be amortized over a weighted average term of 1.2 years. The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the nine months ended September 30, 2020: Unvested Weighted Average RSUs eligible for future conversion as of January 1, 2020 839 $ 13.10 RSUs granted (a) 331 $ 13.67 Conversion of RSUs to common stock and restricted shares (b) (196) $ 15.52 RSUs eligible for future conversion as of September 30, 2020 (c) 974 $ 12.81 (a) Assumptions and inputs as of the grant date included a risk-free interest rate of 1.54%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s common stock dividend yield of 5.07%. Subject to continued employment, in 2023, following the performance period which concludes on December 31, 2022, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term. (b) On February 10, 2020, 196 RSUs converted into 105 shares of common stock and 175 restricted shares that will vest on December 31, 2020, subject to continued employment through such date, after applying a conversion rate of 142.5% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2019. An additional 43 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period. (c) As of September 30, 2020, total unrecognized compensation expense related to unvested RSUs was $5,928, which is expected to be amortized over a weighted average term of 2.0 years. During the three months ended September 30, 2020 and 2019, the Company recorded compensation expense of $2,280 and $1,849, respectively, related to the amortization of unvested restricted shares and RSUs. During the nine months ended September 30, 2020 and 2019, the Company recorded compensation expense of $6,734 and $5,672, respectively, related to the amortization of unvested restricted shares and RSUs. The total fair value of restricted shares that vested during the nine months ended September 30, 2020 was $2,962. In addition, the total fair value of RSUs that converted into common stock during the nine months ended September 30, 2020 was $1,321. Prior to 2013, non-employee directors had been granted options to acquire shares under the Company’s Third Amended and Restated Independent Director Stock Option and Incentive Plan. As of September 30, 2020, options to purchase 16 shares of common stock remained outstanding and exercisable pursuant to such plan. The Company did not grant any options in 2020 or |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LEASES Leases as Lessor Lease income related to the Company’s operating leases is comprised of the following: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Lease income related to fixed and variable lease payments Base rent (a) (b) $ 83,871 $ 89,754 $ 264,974 $ 267,823 Percentage and specialty rent (c) 488 610 1,812 2,612 Tenant recoveries (b) (c) 26,429 26,323 75,994 79,029 Lease termination fee income (c) 223 331 599 1,751 Other lease-related income (c) 1,232 1,560 3,781 4,446 Straight-line rental income, net (d) (269) 581 (1,212) 2,697 Other Uncollectible lease income, net (e) (5,039) (569) (25,415) (1,046) Amortization of above and below market lease intangibles and lease inducements 423 1,127 2,323 3,557 Lease income $ 107,358 $ 119,717 $ 322,856 $ 360,869 (a) Base rent primarily consists of fixed lease payments; however, it is partially offset by adjustments of $6,051 and $6,102 for the three and nine months ended September 30, 2020, respectively, related to executed lease concessions granted as relief due to COVID-19 and treated as negative variable lease adjustments to base rent in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. (b) Base rent and tenant recoveries for the three and nine months ended September 30, 2020 are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.” (c) Represents lease income related to variable lease payments. (d) Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in allowances for doubtful straight-line receivables of $(3,089) and $(710) for the three months ended September 30, 2020 and 2019, respectively, and $(5,760) and $(1,524) for the nine months ended September 30, 2020 and 2019, respectively. (e) Uncollectible lease income, net is comprised of (i) uncollected amounts related to tenants being accounted for on the cash basis of accounting of $3,869 and $11,938 for the three and nine months ended September 30, 2020, respectively, (ii) a reserve, which includes the estimated impact for lease concession agreements that have not yet been executed of $4,517 for the three and nine months ended September 30, 2020, and other general reserve amounts, and (iii) the reclassification of amounts related to lease concession agreements that were executed during the current period and treated as negative variable lease adjustments, however were agreed in principle in the prior quarter of $(4,381) for the three months ended September 30, 2020. During the second and third quarters of 2020, the Company agreed in principle, and, in certain circumstances, executed agreements, with tenants regarding lease concessions. The majority of these concessions are for the deferral of amounts billed, without an extension of the lease term and, as such, meet deferral accounting treatment. However, certain of these lease concessions do not meet deferral accounting treatment as they include abatement, a combination of deferral and abatement, are deferrals with a modest extension of the lease term, or provide a concession with the extension of the existing lease term. The majority of the amounts addressed by the lease concessions are base rent, although certain concessions also address tenant recoveries and other charges. As of September 30, 2020, the Company agreed in principle and, in certain circumstances, executed lease concessions to defer, without an extension of the lease term, $7,965 and $4,878 of previously uncollected base rent charges related to the second and third quarters of 2020, respectively, and to address an additional $6,965 and $3,028 of previously uncollected base rent charges related to the second and third quarters of 2020, respectively, through abatement, a combination of deferral and abatement or a concession with the extension of the lease term. As of September 30, 2020, the amounts that have been deferred to future periods under executed lease concessions, on a weighted average basis, are expected to be received starting approximately four months from September 30, 2020 and will be received over a period of approximately 11 months once started. Subsequent to September 30, 2020, the Company agreed in principle and, in certain circumstances, executed agreements with additional tenants whereby it expects to address an additional $765 and $190 of previously uncollected base rent charges related to the second and third quarters of 2020, respectively. Furthermore, the Company agreed in principle and, in certain circumstances, executed agreements with tenants whereby it expects to address through lease concessions approximately $937 of base rent charges pertaining to future periods. The Company can make no assurances that the in-process lease amendments will ultimately be executed in the lease concession type being actively negotiated, or at all. Refer to Note 2 to the condensed consolidated financial statements for a discussion of the accounting treatment for lease concessions as a result of the COVID-19 pandemic. The Company has not yet reached agreements, and in some cases does not anticipate reaching agreements, to defer or abate rent with certain tenants regarding concession requests, as discussions are ongoing. During the nine months ended September 30, 2020, the Company applied $2,999 of security deposits to previously uncollected accounts receivable. Leases as Lessee During the nine months ended September 30, 2020, the Company extended the term of one office lease resulting in an additional lease liability and right-of-use lease asset of $383. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company has the following types of indebtedness: (i) mortgages payable, (ii) unsecured notes payable, (iii) unsecured term loans and (iv) an unsecured revolving line of credit. Mortgages Payable The following table summarizes the Company’s mortgages payable: September 30, 2020 December 31, 2019 Balance Weighted Weighted Balance Weighted Weighted Fixed rate mortgages payable (a) $ 92,744 4.36 % 4.3 $ 94,904 4.37 % 5.1 Discount, net of accumulated amortization (461) (493) Capitalized loan fees, net of accumulated amortization (208) (256) Mortgages payable, net $ 92,075 $ 94,155 (a) The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% and 3.75% to 7.48% as of September 30, 2020 and December 31, 2019, respectively. During the nine months ended September 30, 2020, the Company prepaid a $306 mortgage payable, which had a fixed interest rate of 7.48%, incurred a $16 debt prepayment fee and made scheduled principal payments of $1,854 related to amortizing loans. Unsecured Notes Payable The following table summarizes the Company’s unsecured notes payable: September 30, 2020 December 31, 2019 Unsecured Notes Payable Maturity Date Balance Interest Rate/ Balance Interest Rate/ Senior notes – 4.12% due 2021 June 30, 2021 $ — — % $ 100,000 4.12 % Senior notes – 4.58% due 2024 June 30, 2024 150,000 4.58 % 150,000 4.58 % Senior notes – 4.00% due 2025 March 15, 2025 350,000 4.00 % 250,000 4.00 % Senior notes – 4.08% due 2026 September 30, 2026 100,000 4.08 % 100,000 4.08 % Senior notes – 4.24% due 2028 December 28, 2028 100,000 4.24 % 100,000 4.24 % Senior notes – 4.82% due 2029 June 28, 2029 100,000 4.82 % 100,000 4.82 % Senior notes – 4.75% due 2030 September 15, 2030 400,000 4.75 % — — % 1,200,000 4.42 % 800,000 4.27 % Discount, net of accumulated amortization (6,687) (616) Capitalized loan fees, net of accumulated amortization (7,834) (3,137) Total $ 1,185,479 $ 796,247 Notes Due 2030 On August 25, 2020, the Company completed a public offering of $400,000 in aggregate principal amount of 4.75% senior unsecured notes due 2030 (Notes Due 2030). The Notes Due 2030 were priced at 98.684% of the principal amount to yield 4.917% to maturity and will mature on September 15, 2030, unless earlier redeemed. The proceeds were used to repay (i) the Company’s $250,000 unsecured term loan due 2021, (ii) the $100,000 principal balance of the Company’s 4.12% senior unsecured notes due 2021 (Notes Due 2021), (iii) borrowings on the Company’s unsecured revolving line of credit, and (iv) general corporate purposes. The Company made make-whole provision payments totaling $2,770 in connection with the repayment of the Notes Due 2021. The indenture, as supplemented, governing the Notes Due 2030 contains customary covenants and events of default. Pursuant to the terms of the indenture, the Company is subject to various financial covenants, including the requirement to maintain the following: (i) maximum secured and consolidated leverage ratios; (ii) a debt service coverage ratio; and (iii) maintenance of an unencumbered assets to unsecured debt ratio. Notes Due 2025 On July 21, 2020, the Company completed a public offering of $100,000 in aggregate principal amount of 4.00% senior unsecured notes due 2025 (Notes Due 2025), issued at 99.010% of par value to yield 4.236% plus accrued and unpaid interest from March 15, 2020 through July 20, 2020. This $100,000 offering constitutes a further issuance of, and forms a single series with, the Company’s previously issued Notes Due 2025 and will mature on March 15, 2025, unless earlier redeemed. The total aggregate principal amount of Notes Due 2025 currently outstanding is $350,000, which enables the Notes Due 2025 to be eligible for index inclusion. The proceeds were used to repay borrowings on the Company’s unsecured revolving line of credit and for general corporate purposes. Unsecured Term Loans and Revolving Line of Credit The following table summarizes the Company’s term loans and revolving line of credit: September 30, 2020 December 31, 2019 Maturity Date Balance Interest Balance Interest Unsecured credit facility term loan due 2021 – fixed rate (a) January 5, 2021 $ — — % $ 250,000 3.20 % Unsecured term loan due 2023 – fixed rate (b) November 22, 2023 200,000 4.05 % 200,000 4.05 % Unsecured term loan due 2024 – fixed rate (c) July 17, 2024 120,000 2.88 % 120,000 2.88 % Unsecured term loan due 2026 – fixed rate (d) July 17, 2026 150,000 3.27 % 150,000 3.27 % Subtotal 470,000 720,000 Capitalized loan fees, net of accumulated amortization (2,609) (3,477) Term loans, net $ 467,391 $ 716,523 Unsecured credit facility revolving line of credit – variable rate (e) April 22, 2022 $ — 1.20 % $ 18,000 2.85 % (a) As of December 31, 2019, $250,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of December 31, 2019. (b) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of September 30, 2020 and December 31, 2019. (c) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of September 30, 2020 and December 31, 2019. (d) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of September 30, 2020 and December 31, 2019. (e) Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets. The revolving line of credit has two six Unsecured Credit Facility On April 23, 2018, the Company entered into its fifth amended and restated credit agreement with a syndicate of financial institutions to provide for an unsecured credit facility aggregating $1,100,000, consisting of an $850,000 unsecured revolving line of credit that matures on April 22, 2022 and a $250,000 unsecured term loan that matures on January 5, 2021 (Unsecured Credit Facility). During the three months ended September 30, 2020, the Company repaid the $250,000 unsecured term loan that bore interest at a rate of LIBOR plus a credit spread ranging from 1.20% to 1.70% with proceeds from the issuance of the Notes Due 2030. The unsecured revolving line of credit is priced on a leverage grid at a rate of LIBOR plus a credit spread. In accordance with the unsecured credit agreement, the credit spread set forth in the leverage grid resets quarterly based on the Company’s leverage, as calculated at the previous quarter end, and the Company has the option to make an irrevocable election to convert to an investment grade pricing grid. As of September 30, 2020, making such an election would have resulted in a higher interest rate and, as such, the Company has not made the election to convert to an investment grade pricing grid. The following table summarizes the key terms of the unsecured revolving line of credit: Leverage-Based Pricing Investment Grade Pricing Unsecured Credit Facility Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee $850,000 unsecured revolving line of credit 4/22/2022 2 six-month 0.075% 1.05% – 1.50% 0.15%–0.30% 0.825%–1.55% 0.125%–0.30% The Unsecured Credit Facility has a $500,000 accordion option that allows the Company, at its election, to increase the total Unsecured Credit Facility up to $1,350,000, subject to (i) customary fees and conditions including, but not limited to, the absence of an event of default as defined in the unsecured credit agreement and (ii) the Company’s ability to obtain additional lender commitments. Unsecured Term Loans As of September 30, 2020, the Company has the following unsecured term loans: (i) a seven five seven The following table summarizes the key terms of the unsecured term loans: Unsecured Term Loans Maturity Date Leverage-Based Pricing Investment Grade Pricing $200,000 unsecured term loan due 2023 11/22/2023 1.20 % – 1.85% 0.85 % – 1.65% $120,000 unsecured term loan due 2024 7/17/2024 1.20 % – 1.70% 0.80 % – 1.65% $150,000 unsecured term loan due 2026 7/17/2026 1.50 % – 2.20% 1.35 % – 2.25% The Term Loan Due 2024 has a $130,000 accordion option and the Term Loan Due 2026 has a $100,000 accordion option that, collectively, allow the Company, at its election, to increase the total of the Term Loan Due 2024 and Term Loan Due 2026 up to $500,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the term loan agreement and (ii) the Company’s ability to obtain additional lender commitments. The Term Loan Due 2023 has a $100,000 accordion option that allows the Company, at its election, to increase the Term Loan Due 2023 up to $300,000, subject to (i) customary fees and conditions, including the absence of an event of default as defined in the amended term loan agreement and (ii) the Company’s ability to obtain additional lender commitments. Debt Maturities The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of September 30, 2020 for the remainder of 2020, each of the next four years and thereafter, and the weighted average interest rates by year. 2020 2021 2022 2023 2024 Thereafter Total Debt: Fixed rate debt: Mortgages payable (a) $ 588 $ 2,409 $ 26,641 $ 31,758 $ 1,737 $ 29,611 $ 92,744 Fixed rate term loans (b) — — — 200,000 120,000 150,000 470,000 Unsecured notes payable (c) — — — — 150,000 1,050,000 1,200,000 Total fixed rate debt 588 2,409 26,641 231,758 271,737 1,229,611 1,762,744 Variable rate debt: Variable rate revolving line of credit — — — — — — — Total debt (d) $ 588 $ 2,409 $ 26,641 $ 231,758 $ 271,737 $ 1,229,611 $ 1,762,744 Weighted average interest rate on debt: Fixed rate debt 4.08 % 4.08 % 4.81 % 4.06 % 3.83 % 4.26 % 4.17 % Variable rate debt (e) — — 1.20 % — — — 1.20 % Total 4.08 % 4.08 % 4.81 % 4.06 % 3.83 % 4.26 % 4.17 % (a) Excludes mortgage discount of $(461) and capitalized loan fees of $(208), net of accumulated amortization, as of September 30, 2020. (b) Excludes capitalized loan fees of $(2,609), net of accumulated amortization, as of September 30, 2020. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of September 30, 2020, the applicable credit spread for (i) and (ii) was 1.20% and for (iii) was 1.50%. (c) Excludes discount of $(6,687) and capitalized loan fees of $(7,834), net of accumulated amortization, as of September 30, 2020. (d) The weighted average years to maturity of consolidated indebtedness was 6.1 years as of September 30, 2020. (e) Represents interest rate as of September 30, 2020, however, the revolving line of credit was not drawn as of September 30, 2020. The Company’s unsecured debt agreements, consisting of the (i) unsecured credit agreement, as amended, governing the Unsecured Credit Facility, (ii) term loan agreement, as amended, governing the Term Loan Due 2023, (iii) term loan agreement, as amended, governing the Term Loan Due 2024 and Term Loan Due 2026, (iv) note purchase agreement governing the 4.58% senior unsecured notes due 2024 (Notes Due 2024), (v) indenture, as supplemented, governing the Notes Due 2025, (vi) note purchase agreement governing the 4.08% senior unsecured notes due 2026 and the 4.24% senior unsecured notes due 2028 (Notes Due 2026 and 2028), (vii) note purchase agreement governing the 4.82% senior unsecured notes due 2029 (Notes Due 2029) and (viii) indenture, as supplemented, governing the Notes Due 2030, contain customary representations, warranties and covenants, and events of default. These include financial covenants such as (i) maximum unencumbered, secured and consolidated leverage ratios; (ii) minimum interest coverage ratios; (iii) minimum fixed charge coverage ratios; (iv) minimum unencumbered interest coverage ratios; (v) a minimum debt service coverage ratio; and (vi) a minimum unencumbered assets to unsecured debt ratio. All financial covenants that include operating results, or derivations thereof, in their calculations are based on the most recent four fiscal quarters of activity. As of September 30, 2020, management believes the Company was in compliance with the financial covenants and default provisions under the unsecured debt agreements. The Company plans on addressing its debt maturities through a combination of (i) cash flows generated from operations, (ii) working capital, (iii) capital markets transactions and (iv) its unsecured revolving line of credit. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount. As of September 30, 2020, the Company has eight interest rate swaps to hedge the variable cash flows associated with variable rate debt. Changes in fair value of the derivatives that are designated and that qualify as cash flow hedges are recorded in “Accumulated other comprehensive loss” and are reclassified into interest expense as interest payments are made on the Company’s variable rate debt. Over the next 12 months, the Company estimates that an additional $10,927 will be reclassified as an increase to interest expense. The following table summarizes the Company’s interest rate swaps as of September 30, 2020, which effectively convert one-month floating rate LIBOR to a fixed rate: Number of Instruments Effective Date Aggregate Fixed Maturity Date Two November 23, 2018 $ 200,000 2.85 % November 22, 2023 Three August 15, 2019 $ 120,000 1.68 % July 17, 2024 Three August 15, 2019 $ 150,000 1.77 % July 17, 2026 The Company previously had three interest rate swaps with notional amounts totaling $250,000 and a maturity date of January 5, 2021 that were terminated in conjunction with the repayment of the Company’s $250,000 unsecured term loan due 2021 during the three months ended September 30, 2020. At termination, these three interest rate swaps were in a liability position and had a fair value of $1,699. The associated other comprehensive income will be amortized into expense through the original maturity date. As a result, the Company recognized $451 of interest expense, which is included within “Interest expense” in the accompanying condensed consolidated statements of operations and other comprehensive income (loss), in connection with the termination of these swaps during the three months ended September 30, 2020. The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk: Number of Instruments Notional Interest Rate Derivatives September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 Interest rate swaps 8 11 $ 470,000 $ 720,000 The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques used are described in Note 12 to the condensed consolidated financial statements. Fair Value September 30, 2020 December 31, 2019 Derivatives designated as cash flow hedges: Interest rate swaps $ 34,804 $ 12,288 The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019: Derivatives in Amount of Loss Location of Loss (Gain) Amount of Loss (Gain) Total Interest Expense Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2020 $ 492 $ 31,446 Interest expense $ 3,616 $ 7,682 $ 21,941 $ 58,347 2019 $ 7,159 $ 16,760 Interest expense $ 7 $ (213) $ 25,084 $ 59,877 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | EQUITYThe Company has an existing common stock repurchase program under which it may repurchase, from time to time, up to a maximum of $500,000 of shares of its Class A common stock. The shares may be repurchased in the open market or in privately negotiated transactions and are canceled upon repurchase. The timing and actual number of shares repurchased will depend on a variety of factors, including price in absolute terms and in relation to the value of the Company’s assets, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The common stock repurchase program may be suspended or terminated at any time without prior notice. The Company did not repurchase any shares during the nine months ended September 30, 2020 and 2019. As of September 30, 2020, $189,105 remained available for repurchases of shares of the Company’s common stock under its common stock repurchase program. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings per Share | EARNINGS PER SHARE The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Numerator: Net (loss) income attributable to common shareholders $ (2,288) $ (28,153) $ 12,722 $ 16,225 Earnings allocated to unvested restricted shares — (105) (244) (295) Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ (2,288) $ (28,258) $ 12,478 $ 15,930 Denominator: Denominator for (loss) earnings per common share – basic: Weighted average number of common shares outstanding 213,385 (a) 212,995 (b) 213,312 (a) 212,932 (b) Effect of dilutive securities: Stock options — (c) — (c) — (c) — (c) RSUs — (d) — (e) — (d) 124 (e) Denominator for (loss) earnings per common share – diluted: Weighted average number of common and common equivalent shares outstanding 213,385 212,995 213,312 213,056 (a) Excludes 868 shares of unvested restricted common stock as of September 30, 2020, which equate to 868 and 790 shares for the three and nine months ended September 30, 2020, respectively, on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. (b) Excludes 660 shares of unvested restricted common stock as of September 30, 2019, which equate to 661 and 641 shares for the three and nine months ended September 30, 2019, respectively, on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period. (c) There were outstanding options to purchase 16 and 22 shares of common stock as of September 30, 2020 and 2019, respectively, at a weighted average exercise price of $15.87 and $17.34, respectively. Of these totals, outstanding options to purchase 16 and 18 shares of common stock as of September 30, 2020 and 2019, respectively, at a weighted average exercise price of $15.87 and $18.58, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive. (d) As of September 30, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 974 and 972 RSUs, respectively, on a weighted average basis for the three and nine months ended September 30, 2020. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive. (e) As of September 30, 2019, there were 839 RSUs eligible for future conversion upon completion of the performance periods, which equate to 839 and 836 RSUs, respectively, on a weighted average basis for the three and nine months ended September 30, 2019. For the three months ended September 30, 2019, these contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive. For the nine months ended September 30, 2019, these contingently issuable shares are a component of calculating diluted EPS. |
Provision for Impairment of Inv
Provision for Impairment of Investment Properties | 9 Months Ended |
Sep. 30, 2020 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Provision for Impairment of Investment Properties | PROVISION FOR IMPAIRMENT OF INVESTMENT PROPERTIES As of September 30, 2020 and 2019, the Company identified indicators of impairment at certain of its properties. Such indicators included a low occupancy rate, difficulty in leasing space and related cost of re-leasing, significant exposure to financially troubled tenants or reduced anticipated holding periods. The following table summarizes the results of these analyses as of September 30, 2020 and 2019: September 30, 2020 September 30, 2019 Number of properties for which indicators of impairment were identified 3 2 (a) Less: number of properties for which an impairment charge was recorded 1 1 Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was recorded — — Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary 2 1 Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (b) 141 % 20 % (a) Includes one property which has subsequently been sold as of September 30, 2020. (b) Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed. The Company recorded the following investment property impairment charges during the nine months ended September 30, 2020: Property Name Property Type Impairment Date Square Provision for King Philip’s Crossing (a) Multi-tenant retail February 13, 2020 105,900 $ 346 Streets of Yorktown (b) Multi-tenant retail September 30, 2020 85,200 2,279 $ 2,625 Estimated fair value of impaired properties as of impairment date $ 14,144 (a) The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract. (b) The Company recorded an impairment charge as a result of a combination of factors, including expected impact on future operating results stemming from changes in lease terms related to the tenant population and a change in expected hold period. The Company recorded the following investment property impairment charge during the nine months ended September 30, 2019: Property Name Property Type Impairment Date Square Provision for Streets of Yorktown (a) Multi-tenant retail September 30, 2019 85,200 $ 11,177 $ 11,177 Estimated fair value of impaired property as of impairment date $ 5,300 (a) The Company recorded an impairment charge as a result of a combination of factors, including expected impact on future operating results stemming from anticipated changes in lease terms related to the tenant population and a re-evaluation of the strategic alternatives for the property. The extent to which COVID-19 impacts the Company and its tenants will depend, in part, on future developments, which are highly uncertain and cannot be predicted with confidence. If the effects of COVID-19 cause economic and market conditions to continue to deteriorate or if the Company’s expected holding period for assets change, subsequent tests for impairment could result in impairment charges in the future. As of September 30, 2020, the Company does not consider the impacts of COVID-19, including tenant requests for lease concessions, to be impairment indicators. However, indications of a tenant’s inability to continue as a going concern, changes in the Company’s view or strategy relative to a tenant’s business or industry as |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair Value of Financial Instruments The following table presents the carrying value and estimated fair value of the Company’s financial instruments: September 30, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities: Mortgages payable, net $ 92,075 $ 94,078 $ 94,155 $ 98,082 Unsecured notes payable, net $ 1,185,479 $ 1,205,002 $ 796,247 $ 822,883 Unsecured term loans, net $ 467,391 $ 458,788 $ 716,523 $ 720,000 Unsecured revolving line of credit $ — $ — $ 18,000 $ 18,000 Derivative liability $ 34,804 $ 34,804 $ 12,288 $ 12,288 The carrying value of the derivative liability is included within “Other liabilities” in the accompanying condensed consolidated balance sheets. Recurring Fair Value Measurements The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. Fair Value Level 1 Level 2 Level 3 Total September 30, 2020 Derivative liability $ — $ 34,804 $ — $ 34,804 December 31, 2019 Derivative liability $ — $ 12,288 $ — $ 12,288 Derivatives: The fair value of the derivative liability is determined using a discounted cash flow analysis on the expected future cash flows of each derivative. This analysis uses observable market data including forward yield curves and implied volatilities to determine the market’s expectation of the future cash flows of the variable component. The fixed and variable components of the derivative are then discounted using calculated discount factors developed based on the LIBOR swap rate and are aggregated to arrive at a single valuation for the period. The Company also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives use Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of September 30, 2020 and December 31, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation. As a result, the Company has determined that its derivative valuations in their entirety are classified within Level 2 of the fair value hierarchy. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements. The Company’s derivative instruments are further described in Note 8 to the condensed consolidated financial statements. Nonrecurring Fair Value Measurements The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to properties remeasured to fair value as a result of impairment charges recorded during the nine months ended September 30, 2020 and the year ended December 31, 2019, except for those properties sold prior to September 30, 2020 and December 31, 2019, respectively. Methods and assumptions used to estimate the fair value of these assets are described after the table. Fair Value Level 1 Level 2 Level 3 Total Provision for September 30, 2020 Investment property $ — $ — $ 2,500 (a) $ 2,500 $ 2,279 December 31, 2019 Investment properties $ — $ 11,644 (b) $ 5,300 (c) $ 16,944 $ 12,298 (a) Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs. (b) Represents the fair value of the Company’s King Philip’s Crossing investment property as of December 31, 2019, the date the asset was measured at fair value. The estimated fair value of King Philip’s Crossing was based upon the expected sales price from an executed sales contract and determined to be a Level 2 input. (c) Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2019, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. The discount rates and third-party comparable sales prices used in this approach are derived from property-specific information, market transactions and other industry data and are considered significant inputs to this valuation. The reversion value of the property was based upon third-party comparable sales prices, which contain unobservable inputs used by these third parties. A weighted average discount rate of 6.89% was used to (i) present value the estimated income stream over the estimated holding period and (ii) present value the reversion value. Fair Value Disclosures The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall. Fair Value Level 1 Level 2 Level 3 Total September 30, 2020 Mortgages payable, net $ — $ — $ 94,078 $ 94,078 Unsecured notes payable, net $ 750,908 $ — $ 454,094 $ 1,205,002 Unsecured term loans, net $ — $ — $ 458,788 $ 458,788 Unsecured revolving line of credit $ — $ — $ — $ — December 31, 2019 Mortgages payable, net $ — $ — $ 98,082 $ 98,082 Unsecured notes payable, net $ 255,965 $ — $ 566,918 $ 822,883 Unsecured term loans, net $ — $ — $ 720,000 $ 720,000 Unsecured revolving line of credit $ — $ — $ 18,000 $ 18,000 The Company estimates the fair value of its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows at a reference rate, currently one-month LIBOR, plus an applicable credit spread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used in the discounted cash flow model to calculate the fair value of the Company’s Level 3 financial liabilities: September 30, 2020 December 31, 2019 Mortgages payable, net – range of discount rates used 3.7% to 4.2% 3.2% to 3.6% Unsecured notes payable, net – weighted average discount rate used 4.40% 3.79% Unsecured term loans, net – weighted average credit spread portion of discount rate used 1.93% 1.26% Unsecured revolving line of credit – credit spread portion of discount rate used 1.65% 1.05% There were no transfers between the levels of the fair value hierarchy during the nine months ended September 30, 2020 and the year ended December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES As of September 30, 2020, the Company had letters of credit outstanding totaling $291 that serve as collateral for certain capital improvements at one of its properties and reduce the available borrowings on its unsecured revolving line of credit. The following table summarizes the Company’s active expansion and redevelopment projects as of September 30, 2020: Estimated Net Investment Net Investment as of Project Name MSA Low High Circle East (a) Baltimore $ 42,000 $ 44,000 $ 24,915 One Loudoun Downtown – Pads G & H (b) Washington, D.C. $ 125,000 $ 135,000 $ 53,441 The Shoppes at Quarterfield Baltimore $ 9,000 $ 10,000 $ 2,003 Southlake Town Square – Pad Dallas $ 2,000 $ 2,500 $ 952 (a) Investment amounts are net of proceeds of $11,820 received from the sale of air rights. (b) Investment amounts are net of expected contributions from the Company’s joint venture partners. In response to current macroeconomic conditions, the Company halted plans for vertical construction at its Carillon redevelopment during the three months ended March 31, 2020 and materially reduced the planned scope and spend for the project. As of September 30, 2020, the Company had completed the current scope of site work preparation at the property in anticipation of future vertical development at the site. In addition, during the nine months ended September 30, 2020, the Company terminated the joint ventures related to the multi-family rental portion and the medical office building portion of the redevelopment at Carillon. |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2020 | |
Litigation Disclosure [Abstract] | |
Legal Matters and Contingencies | LITIGATIONThe Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the Company’s condensed consolidated financial statements. During the three months ended March 31, 2020, the Company entered into a settlement agreement related to litigation with a former tenant and received $6,100 in proceeds. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTSSubsequent to September 30, 2020, the Company paid the cash dividend for the third quarter of 2020 of $0.05 per share on its outstanding Class A common stock. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Income taxes | The Company has elected to be taxed as a real estate investment trust (REIT) under the Internal Revenue Code of 1986, as amended (the Code). The Company believes it qualifies for taxation as a REIT and, as such, the Company generally will not be subject to U.S. federal income tax on taxable income that is distributed to its shareholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income, property or net worth and U.S. federal income and excise taxes on its undistributed income. The Company has one wholly owned subsidiary that has jointly elected to be treated as a taxable REIT subsidiary (TRS) and is subject to U.S. federal, state and local income taxes at regular corporate tax rates. The income tax expense incurred by the TRS did not have a material impact on the Company’s accompanying condensed consolidated financial statements. |
Use of estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. For example, significant estimates and assumptions have been made with respect to capitalization of development costs, provision for impairment, including estimates of holding periods, capitalization rates and discount rates (where applicable), and initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions and initial recognition of right-of-use lease assets and lease liabilities. Actual results could differ from these estimates. |
Reclassification | In accordance with Accounting Standards Codification Topic 205, Presentation of Financial Statements , certain prior year balances have been reclassified in order to conform to the current period presentation. Specifically, for the nine months ended September 30, 2019, the reserve for uncollectible lease income of $1,860 has been presented as a component of “Changes in accounts receivable, net” rather than the previous presentation where it was included as a component of “Other, net” in the accompanying condensed consolidated statements of cash flows within “Cash flows from operating activities.” There has been no change to “Net cash provided by operating activities” for the nine months ended September 30, 2019 as a result of this reclassification. |
Consolidation | The accompanying condensed consolidated financial statements include the accounts of the Company, as well as all wholly owned subsidiaries and consolidated variable interest entities (VIEs). All intercompany balances and transactions have been eliminated in consolidation. Wholly owned subsidiaries generally consist of limited liability companies, limited partnerships and statutory trusts. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses . This new guidance was effective January 1, 2020 and replaced the incurred loss impairment methodology with a methodology that reflects expected credit losses. Financial assets that are measured at amortized cost are required to be presented at the net amount expected to be collected with an allowance for credit losses deducted from the amortized cost basis. In addition, an entity must consider broader information in developing its expected credit loss estimate, including the use of forecasted information. In November 2018, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses , which clarifies that receivables arising from operating leases are not within the scope of this new guidance. Generally, the pronouncement requires a modified retrospective method of adoption. The adoption of this pronouncement on January 1, 2020 did not have any effect on the Company’s consolidated financial statements as it did not have any financial assets within the scope of this guidance. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement . This new guidance was effective January 1, 2020 and provides new and, in some cases, eliminates or modifies the previously existing disclosure requirements on fair value measurements. Public entities are now required to disclose the following: (i) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (ii) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. In addition, public entities are no longer required to disclose the following: (i) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, (ii) the policy for timing of transfers between levels and (iii) the valuation processes for Level 3 fair value measurements. The new pronouncement also clarifies and modifies certain existing provisions to promote the appropriate exercise of discretion by entities when considering fair value measurement disclosures and clarifies that materiality is an appropriate consideration when evaluating disclosure requirements. As permitted by the new pronouncement, the Company removed the discussion of its valuation processes for Level 3 fair value measurements. The Company did not remove any other disclosures as it did not have any transfers between levels of the fair value hierarchy during the current and comparative periods. The adoption of this pronouncement on January 1, 2020 did not have any effect on the Company’s consolidated financial statements. The amended disclosure guidance will be applied prospectively. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform . This temporary guidance is effective as of March 12, 2020 through December 31, 2022 to ease potential burdens related to the accounting for, or recognizing the effects of, reference rate reform on financial reporting. The guidance provides optional expedients for applying existing GAAP to contract modifications and hedging relationships affected by the move of global capital markets away from interbank offered rates, most notably the London Interbank Offered Rate (LIBOR). Specifically, the guidance allows for certain changes in critical terms of a designated hedging instrument or hedged item as a result of reference rate reform to not result in the dedesignation of the hedging relationship. In addition, the optional expedients related to probability and effectiveness assessments allow companies to disregard certain economic mismatches in a hedging relationship arising due to reference rate reform until both the derivative and hedged transactions have completed the transition, where current GAAP requires those mismatches to be modeled into the assessment of effectiveness. The Company adopted this guidance as of the effective date and elected to apply the optional expedients related to probability and effectiveness prospectively. The Company has not modified any hedging relationships and has disregarded the potential economic mismatches in hedging relationships due to reference rate reform during the nine months ended September 30, 2020. In April 2020, the FASB staff issued a question-and-answer (Q&A) document focusing on the application of the lease guidance in ASC 842, Leases , for lease concessions provided as a result of the COVID-19 pandemic. Prior to the Q&A, changes to lease payments that are not stipulated in the original lease contract are generally accounted for as lease modifications under ASC 842. Within the Q&A, the FASB staff provides relief for lease concessions offered as a result of the effects of the COVID-19 pandemic and does not require these concessions to be accounted for in accordance with the lease modification guidance in ASC 842. Under existing lease guidance, a company determines, on a lease-by-lease basis, if a lease concession is the result of a new arrangement with the tenant or if it is under the enforceable rights and obligations within the lease agreement. Under the relief guidance, a company can account for certain concessions (i) as if no changes to the existing lease contract were made or (ii) as a negative variable lease adjustment to lease income. This optionality is offered in circumstances when the total future payments required by the modified contract are substantially the same as the total payments required by the existing contract. Also, under the relief guidance, a company can account for certain other concessions only as a variable lease adjustment. This singular relief option is offered in circumstances including when the total future payments required by the modified contract are less than the total payments required by the existing contract (i.e., abatement) or when the total payments required are the same, but extend over a longer period of time as compared to the existing contract. Application of the relief guidance is optional; however, it is required to be applied consistently to leases with similar characteristics and similar circumstances. The Company has elected to apply the relief guidance where lease concessions (i) have been granted as relief due to the COVID-19 pandemic and (ii) result in the cash flows remaining to be substantially the same or less than the existing contract. Based on the policy elections made under the relief guidance as well as modifications that do not qualify for the relief guidance, the Company has accounted for lease concessions as follows: Lease Concession Accounting Treatment of Concession (i) Deferral of payment to a future period, with no change in lease term Treated as if there are no changes to the existing lease contract; no change to lease income recognized, including straight-line rental income. (ii) Deferral of payment to a future period, with a modest extension of the lease term Treated as a variable lease adjustment; reduction in lease income for the abated and deferred amounts; however, no change in straight-line rental income. Any deferred amounts will be recognized as lease income when payment is received. (v) Significant lease extension resulting in an increase in cash flows Existing lease modification guidance under ASC 842 is followed. |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of property ownership | The Company’s property ownership as of September 30, 2020 is summarized below: Property Count Retail operating properties 102 Expansion and redevelopment projects: Circle East 1 One Loudoun Downtown – Pads G & H (a) — Carillon 1 The Shoppes at Quarterfield 1 Total number of properties 105 (a) The operating portion of this property is included within the property count for retail operating properties. |
Acquisitions and Developments_2
Acquisitions and Developments in Progress (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of acquisitions | The Company closed on the following acquisition during the nine months ended September 30, 2020: Date Property Name Metropolitan Property Type Square Acquisition February 6, 2020 Fullerton Metrocenter Los Angeles Fee interest (a) 154,700 $ 55,000 154,700 $ 55,000 (b) (a) The Company acquired the fee interest in an existing multi-tenant retail operating property. In connection with this acquisition, the Company also assumed the lessor position in a ground lease with a shadow anchor. (b) Acquisition price does not include capitalized closing costs and adjustments totaling $240. The Company closed on the following acquisitions during the nine months ended September 30, 2019: Date Property Name MSA Property Type Square Acquisition March 7, 2019 North Benson Center Seattle Multi-tenant retail 70,500 $ 25,340 June 10, 2019 Paradise Valley Marketplace – Parcel Phoenix Land (a) — 1,343 August 13, 2019 Southlake Town Square – Parcel Dallas Single-user parcel (b) 3,100 3,293 73,600 $ 29,976 (c) (a) The Company acquired a parcel adjacent to its Paradise Valley Marketplace multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction. (b) The Company acquired a single-user parcel at its Southlake Town Square multi-tenant retail operating property. The total number of properties in the Company’s portfolio was not affected by this transaction. (c) Acquisition price does not include capitalized closing costs and adjustments totaling $316. |
Schedule of acquisition date fair values | The following table summarizes the acquisition date values, before prorations, the Company recorded in conjunction with the acquisitions discussed above: Nine Months Ended September 30, 2020 2019 Land $ 57,137 $ 14,819 Building and other improvements, net 1,623 13,667 Acquired lease intangible assets (a) 2,014 2,040 Acquired lease intangible liabilities (b) (5,534) (234) Net assets acquired $ 55,240 $ 30,292 (a) The weighted average amortization period for acquired lease intangible assets is 17 years and six years for acquisitions completed during the nine months ended September 30, 2020 and 2019, respectively. (b) The weighted average amortization period for acquired lease intangible liabilities is 17 years and five years for acquisitions completed during the nine months ended September 30, 2020 and 2019, respectively. |
Schedule of developments in progress | The carrying amount of the Company’s developments in progress are as follows: Property Name MSA September 30, 2020 December 31, 2019 Expansion and redevelopment projects Circle East (a) Baltimore $ 36,774 $ 33,628 One Loudoun Downtown Washington, D.C. 70,100 27,868 Carillon Washington, D.C. 33,086 26,407 The Shoppes at Quarterfield Baltimore 2,003 — Pad development projects Southlake Town Square Dallas 952 — 142,915 87,903 Land held for future development One Loudoun Uptown Washington, D.C. 25,450 25,450 Total developments in progress $ 168,365 $ 113,353 (a) During the year ended December 31, 2018, the Company received net proceeds of $11,820 in connection with the sale of air rights to a third party to develop multi-family rental units at Circle East, which is shown net in the “Developments in progress” balance as of September 30, 2020 and December 31, 2019 in the accompanying condensed consolidated balance sheets. |
Schedule of variable interest entities | As of September 30, 2020 and December 31, 2019, the Company recorded the following related to the consolidated joint ventures: September 30, 2020 December 31, 2019 One Loudoun Downtown – Carillon – Phase One Carillon – Phase One Total One Loudoun Downtown – Carillon – Phase One Carillon – Phase One Total Net investment properties $ 59,678 $ — $ — $ 59,678 $ 8,830 $ 2,940 $ 675 $ 12,445 Other assets, net $ 336 $ — $ — $ 336 $ 164 $ — $ — $ 164 Other liabilities $ 7,361 $ — $ — $ 7,361 $ 1,546 $ 32 $ 129 $ 1,707 Noncontrolling interests $ 4,507 $ — $ — $ 4,507 $ 1,869 $ 1,454 $ 273 $ 3,596 |
Dispositions (Tables)
Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of property dispositions | The Company closed on the following disposition during the nine months ended September 30, 2020: Date Property Name Property Type Square Consideration Aggregate Gain February 13, 2020 King Philip’s Crossing Multi-tenant retail 105,900 $ 13,900 $ 11,343 $ — 105,900 $ 13,900 $ 11,343 $ — (a) Aggregate proceeds are net of transaction costs and exclude $26 of condemnation proceeds, which did not result in recognition of a gain. The Company closed on the following dispositions during the nine months ended September 30, 2019: Date Property Name Property Type Square Consideration Aggregate Gain March 8, 2019 Edwards Multiplex – Fresno (b) Single-user retail 94,600 $ 25,850 $ 21,605 $ 8,449 June 28, 2019 North Rivers Towne Center Multi-tenant retail 141,500 18,900 17,989 6,881 236,100 $ 44,750 $ 39,594 $ 15,330 (a) Aggregate proceeds are net of transaction costs. (b) Prior to the disposition, the Company was subject to a ground lease whereby it leased the underlying land from a third party. The ground lease was assumed by the purchaser in connection with the disposition. |
Equity Compensation Plans (Tabl
Equity Compensation Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of unvested restricted shares and restricted stock units | The following table summarizes the Company’s unvested restricted shares as of and for the nine months ended September 30, 2020: Unvested Weighted Average Balance as of January 1, 2020 535 $ 12.46 Shares granted (a) 624 $ 11.66 Shares vested (291) $ 12.76 Balance as of September 30, 2020 (b) 868 $ 11.78 (a) Shares granted vest over periods ranging from 0.9 years to three years in accordance with the terms of applicable award agreements. (b) As of September 30, 2020, total unrecognized compensation expense related to unvested restricted shares was $3,326, which is expected to be amortized over a weighted average term of 1.2 years. The following table summarizes the Company’s unvested performance restricted stock units (RSUs) as of and for the nine months ended September 30, 2020: Unvested Weighted Average RSUs eligible for future conversion as of January 1, 2020 839 $ 13.10 RSUs granted (a) 331 $ 13.67 Conversion of RSUs to common stock and restricted shares (b) (196) $ 15.52 RSUs eligible for future conversion as of September 30, 2020 (c) 974 $ 12.81 (a) Assumptions and inputs as of the grant date included a risk-free interest rate of 1.54%, the Company’s historical common stock performance relative to the peer companies within the National Association of Real Estate Investment Trusts (NAREIT) Shopping Center Index and the Company’s common stock dividend yield of 5.07%. Subject to continued employment, in 2023, following the performance period which concludes on December 31, 2022, one-third of the RSUs that are earned will convert into shares of common stock and two-thirds will convert into restricted shares with a one year vesting term. (b) On February 10, 2020, 196 RSUs converted into 105 shares of common stock and 175 restricted shares that will vest on December 31, 2020, subject to continued employment through such date, after applying a conversion rate of 142.5% based upon the Company’s Total Shareholder Return (TSR) relative to the TSRs of its peer companies for the performance period that concluded on December 31, 2019. An additional 43 shares of common stock were also issued, representing the dividends that would have been paid on the earned awards during the performance period. (c) As of September 30, 2020, total unrecognized compensation expense related to unvested RSUs was $5,928, which is expected to be amortized over a weighted average term of 2.0 years. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of lease income | Lease income related to the Company’s operating leases is comprised of the following: Three Months Ended Nine Months Ended 2020 2019 2020 2019 Lease income related to fixed and variable lease payments Base rent (a) (b) $ 83,871 $ 89,754 $ 264,974 $ 267,823 Percentage and specialty rent (c) 488 610 1,812 2,612 Tenant recoveries (b) (c) 26,429 26,323 75,994 79,029 Lease termination fee income (c) 223 331 599 1,751 Other lease-related income (c) 1,232 1,560 3,781 4,446 Straight-line rental income, net (d) (269) 581 (1,212) 2,697 Other Uncollectible lease income, net (e) (5,039) (569) (25,415) (1,046) Amortization of above and below market lease intangibles and lease inducements 423 1,127 2,323 3,557 Lease income $ 107,358 $ 119,717 $ 322,856 $ 360,869 (a) Base rent primarily consists of fixed lease payments; however, it is partially offset by adjustments of $6,051 and $6,102 for the three and nine months ended September 30, 2020, respectively, related to executed lease concessions granted as relief due to COVID-19 and treated as negative variable lease adjustments to base rent in accordance with the Company’s policy elections related to the accounting treatment of such lease concessions. (b) Base rent and tenant recoveries for the three and nine months ended September 30, 2020 are presented gross of any uncollected amounts related to cash-basis tenants. Such uncollected amounts are reflected within “Uncollectible lease income, net.” (c) Represents lease income related to variable lease payments. (d) Represents lease income related to fixed lease payments. Straight-line rental income, net includes changes in allowances for doubtful straight-line receivables of $(3,089) and $(710) for the three months ended September 30, 2020 and 2019, respectively, and $(5,760) and $(1,524) for the nine months ended September 30, 2020 and 2019, respectively. (e) Uncollectible lease income, net is comprised of (i) uncollected amounts related to tenants being accounted for on the cash basis of accounting of $3,869 and $11,938 for the three and nine months ended September 30, 2020, respectively, (ii) a reserve, which includes the estimated impact for lease concession agreements that have not yet been executed of $4,517 for the three and nine months ended September 30, 2020, and other general reserve amounts, and (iii) the reclassification of amounts related to lease concession agreements that were executed during the current period and treated as negative variable lease adjustments, however were agreed in principle in the prior quarter of $(4,381) for the three months ended September 30, 2020. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of mortgages payable | The following table summarizes the Company’s mortgages payable: September 30, 2020 December 31, 2019 Balance Weighted Weighted Balance Weighted Weighted Fixed rate mortgages payable (a) $ 92,744 4.36 % 4.3 $ 94,904 4.37 % 5.1 Discount, net of accumulated amortization (461) (493) Capitalized loan fees, net of accumulated amortization (208) (256) Mortgages payable, net $ 92,075 $ 94,155 (a) The fixed rate mortgages had interest rates ranging from 3.75% to 4.82% and 3.75% to 7.48% as of September 30, 2020 and December 31, 2019, respectively. |
Summary of unsecured notes payable | The following table summarizes the Company’s unsecured notes payable: September 30, 2020 December 31, 2019 Unsecured Notes Payable Maturity Date Balance Interest Rate/ Balance Interest Rate/ Senior notes – 4.12% due 2021 June 30, 2021 $ — — % $ 100,000 4.12 % Senior notes – 4.58% due 2024 June 30, 2024 150,000 4.58 % 150,000 4.58 % Senior notes – 4.00% due 2025 March 15, 2025 350,000 4.00 % 250,000 4.00 % Senior notes – 4.08% due 2026 September 30, 2026 100,000 4.08 % 100,000 4.08 % Senior notes – 4.24% due 2028 December 28, 2028 100,000 4.24 % 100,000 4.24 % Senior notes – 4.82% due 2029 June 28, 2029 100,000 4.82 % 100,000 4.82 % Senior notes – 4.75% due 2030 September 15, 2030 400,000 4.75 % — — % 1,200,000 4.42 % 800,000 4.27 % Discount, net of accumulated amortization (6,687) (616) Capitalized loan fees, net of accumulated amortization (7,834) (3,137) Total $ 1,185,479 $ 796,247 |
Summary of term loans and revolving line of credit | The following table summarizes the Company’s term loans and revolving line of credit: September 30, 2020 December 31, 2019 Maturity Date Balance Interest Balance Interest Unsecured credit facility term loan due 2021 – fixed rate (a) January 5, 2021 $ — — % $ 250,000 3.20 % Unsecured term loan due 2023 – fixed rate (b) November 22, 2023 200,000 4.05 % 200,000 4.05 % Unsecured term loan due 2024 – fixed rate (c) July 17, 2024 120,000 2.88 % 120,000 2.88 % Unsecured term loan due 2026 – fixed rate (d) July 17, 2026 150,000 3.27 % 150,000 3.27 % Subtotal 470,000 720,000 Capitalized loan fees, net of accumulated amortization (2,609) (3,477) Term loans, net $ 467,391 $ 716,523 Unsecured credit facility revolving line of credit – variable rate (e) April 22, 2022 $ — 1.20 % $ 18,000 2.85 % (a) As of December 31, 2019, $250,000 of LIBOR-based variable rate debt had been swapped to a fixed rate of 2.00% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through January 5, 2021. The applicable credit spread was 1.20% as of December 31, 2019. (b) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid ranging from 1.20% to 1.85% through November 22, 2023. The applicable credit spread was 1.20% as of September 30, 2020 and December 31, 2019. (c) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid ranging from 1.20% to 1.70% through July 17, 2024. The applicable credit spread was 1.20% as of September 30, 2020 and December 31, 2019. (d) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid ranging from 1.50% to 2.20% through July 17, 2026. The applicable credit spread was 1.50% as of September 30, 2020 and December 31, 2019. (e) Excludes capitalized loan fees, which are included within “Other assets, net” in the accompanying condensed consolidated balance sheets. The revolving line of credit has two six |
Summary of unsecured revolving line of credit | The following table summarizes the key terms of the unsecured revolving line of credit: Leverage-Based Pricing Investment Grade Pricing Unsecured Credit Facility Maturity Date Extension Option Extension Fee Credit Spread Facility Fee Credit Spread Facility Fee $850,000 unsecured revolving line of credit 4/22/2022 2 six-month 0.075% 1.05% – 1.50% 0.15%–0.30% 0.825%–1.55% 0.125%–0.30% |
Summary of unsecured term loans | The following table summarizes the key terms of the unsecured term loans: Unsecured Term Loans Maturity Date Leverage-Based Pricing Investment Grade Pricing $200,000 unsecured term loan due 2023 11/22/2023 1.20 % – 1.85% 0.85 % – 1.65% $120,000 unsecured term loan due 2024 7/17/2024 1.20 % – 1.70% 0.80 % – 1.65% $150,000 unsecured term loan due 2026 7/17/2026 1.50 % – 2.20% 1.35 % – 2.25% |
Summary of scheduled maturities and principal amortization of indebtedness | The following table summarizes the scheduled maturities and principal amortization of the Company’s indebtedness as of September 30, 2020 for the remainder of 2020, each of the next four years and thereafter, and the weighted average interest rates by year. 2020 2021 2022 2023 2024 Thereafter Total Debt: Fixed rate debt: Mortgages payable (a) $ 588 $ 2,409 $ 26,641 $ 31,758 $ 1,737 $ 29,611 $ 92,744 Fixed rate term loans (b) — — — 200,000 120,000 150,000 470,000 Unsecured notes payable (c) — — — — 150,000 1,050,000 1,200,000 Total fixed rate debt 588 2,409 26,641 231,758 271,737 1,229,611 1,762,744 Variable rate debt: Variable rate revolving line of credit — — — — — — — Total debt (d) $ 588 $ 2,409 $ 26,641 $ 231,758 $ 271,737 $ 1,229,611 $ 1,762,744 Weighted average interest rate on debt: Fixed rate debt 4.08 % 4.08 % 4.81 % 4.06 % 3.83 % 4.26 % 4.17 % Variable rate debt (e) — — 1.20 % — — — 1.20 % Total 4.08 % 4.08 % 4.81 % 4.06 % 3.83 % 4.26 % 4.17 % (a) Excludes mortgage discount of $(461) and capitalized loan fees of $(208), net of accumulated amortization, as of September 30, 2020. (b) Excludes capitalized loan fees of $(2,609), net of accumulated amortization, as of September 30, 2020. The following variable rate term loans have been swapped to fixed rate debt: (i) $200,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 2.85% plus a credit spread based on a leverage grid through November 22, 2023; (ii) $120,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.68% plus a credit spread based on a leverage grid through July 17, 2024; and (iii) $150,000 of LIBOR-based variable rate debt has been swapped to a fixed rate of 1.77% plus a credit spread based on a leverage grid through July 17, 2026. As of September 30, 2020, the applicable credit spread for (i) and (ii) was 1.20% and for (iii) was 1.50%. (c) Excludes discount of $(6,687) and capitalized loan fees of $(7,834), net of accumulated amortization, as of September 30, 2020. (d) The weighted average years to maturity of consolidated indebtedness was 6.1 years as of September 30, 2020. (e) Represents interest rate as of September 30, 2020, however, the revolving line of credit was not drawn as of September 30, 2020. |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | The following table summarizes the Company’s interest rate swaps as of September 30, 2020, which effectively convert one-month floating rate LIBOR to a fixed rate: Number of Instruments Effective Date Aggregate Fixed Maturity Date Two November 23, 2018 $ 200,000 2.85 % November 22, 2023 Three August 15, 2019 $ 120,000 1.68 % July 17, 2024 Three August 15, 2019 $ 150,000 1.77 % July 17, 2026 |
Schedule of interest rate swaps designated as cash flow hedges | The following table summarizes the Company’s interest rate swaps that were designated as cash flow hedges of interest rate risk: Number of Instruments Notional Interest Rate Derivatives September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 Interest rate swaps 8 11 $ 470,000 $ 720,000 |
Schedule of estimated fair value of derivative instruments | The table below presents the estimated fair value of the Company’s derivative financial instruments, which are presented within “Other liabilities” in the accompanying condensed consolidated balance sheets. The valuation techniques used are described in Note 12 to the condensed consolidated financial statements. Fair Value September 30, 2020 December 31, 2019 Derivatives designated as cash flow hedges: Interest rate swaps $ 34,804 $ 12,288 |
Schedule of effect of derivative instruments on the consolidated statements of operations | The following table presents the effect of the Company’s derivative financial instruments on the accompanying condensed consolidated statements of operations and other comprehensive income (loss) for the three and nine months ended September 30, 2020 and 2019: Derivatives in Amount of Loss Location of Loss (Gain) Amount of Loss (Gain) Total Interest Expense Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended Three Months Ended Nine Months Ended 2020 $ 492 $ 31,446 Interest expense $ 3,616 $ 7,682 $ 21,941 $ 58,347 2019 $ 7,159 $ 16,760 Interest expense $ 7 $ (213) $ 25,084 $ 59,877 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of components used in the calculation of basic and diluted EPS | The following table summarizes the components used in the calculation of basic and diluted earnings per share (EPS): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Numerator: Net (loss) income attributable to common shareholders $ (2,288) $ (28,153) $ 12,722 $ 16,225 Earnings allocated to unvested restricted shares — (105) (244) (295) Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares $ (2,288) $ (28,258) $ 12,478 $ 15,930 Denominator: Denominator for (loss) earnings per common share – basic: Weighted average number of common shares outstanding 213,385 (a) 212,995 (b) 213,312 (a) 212,932 (b) Effect of dilutive securities: Stock options — (c) — (c) — (c) — (c) RSUs — (d) — (e) — (d) 124 (e) Denominator for (loss) earnings per common share – diluted: Weighted average number of common and common equivalent shares outstanding 213,385 212,995 213,312 213,056 (a) Excludes 868 shares of unvested restricted common stock as of September 30, 2020, which equate to 868 and 790 shares for the three and nine months ended September 30, 2020, respectively, on a weighted average basis. These shares will continue to be excluded from the computation of basic EPS until contingencies are resolved and the shares are released. (b) Excludes 660 shares of unvested restricted common stock as of September 30, 2019, which equate to 661 and 641 shares for the three and nine months ended September 30, 2019, respectively, on a weighted average basis. These shares were excluded from the computation of basic EPS as the contingencies remained and the shares had not been released as of the end of the reporting period. (c) There were outstanding options to purchase 16 and 22 shares of common stock as of September 30, 2020 and 2019, respectively, at a weighted average exercise price of $15.87 and $17.34, respectively. Of these totals, outstanding options to purchase 16 and 18 shares of common stock as of September 30, 2020 and 2019, respectively, at a weighted average exercise price of $15.87 and $18.58, respectively, have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive. (d) As of September 30, 2020, there were 974 RSUs eligible for future conversion upon completion of the performance periods (see Note 5 to the condensed consolidated financial statements), which equate to 974 and 972 RSUs, respectively, on a weighted average basis for the three and nine months ended September 30, 2020. These contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive. (e) As of September 30, 2019, there were 839 RSUs eligible for future conversion upon completion of the performance periods, which equate to 839 and 836 RSUs, respectively, on a weighted average basis for the three and nine months ended September 30, 2019. For the three months ended September 30, 2019, these contingently issuable shares have been excluded from the common shares used in calculating diluted EPS as including them would be anti-dilutive. For the nine months ended September 30, 2019, these contingently issuable shares are a component of calculating diluted EPS. |
Provision for Impairment of I_2
Provision for Impairment of Investment Properties (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Impairment or Disposal of Tangible Assets Disclosure [Abstract] | |
Schedule of identified impairment indicators | The following table summarizes the results of these analyses as of September 30, 2020 and 2019: September 30, 2020 September 30, 2019 Number of properties for which indicators of impairment were identified 3 2 (a) Less: number of properties for which an impairment charge was recorded 1 1 Less: number of properties that were held for sale as of the date the analysis was performed for which indicators of impairment were identified but no impairment charge was recorded — — Remaining properties for which indicators of impairment were identified but no impairment charge was considered necessary 2 1 Weighted average percentage by which the projected undiscounted cash flows exceeded its respective carrying value for each of the remaining properties (b) 141 % 20 % (a) Includes one property which has subsequently been sold as of September 30, 2020. (b) Based upon the estimated holding period for each asset where an undiscounted cash flow analysis was performed. |
Schedule of investment property impairment charges | The Company recorded the following investment property impairment charges during the nine months ended September 30, 2020: Property Name Property Type Impairment Date Square Provision for King Philip’s Crossing (a) Multi-tenant retail February 13, 2020 105,900 $ 346 Streets of Yorktown (b) Multi-tenant retail September 30, 2020 85,200 2,279 $ 2,625 Estimated fair value of impaired properties as of impairment date $ 14,144 (a) The Company recorded an impairment charge on December 31, 2019 based upon the terms and conditions of an executed sales contract. This property was sold on February 13, 2020, at which time additional impairment was recognized pursuant to the terms and conditions of an executed sales contract. (b) The Company recorded an impairment charge as a result of a combination of factors, including expected impact on future operating results stemming from changes in lease terms related to the tenant population and a change in expected hold period. The Company recorded the following investment property impairment charge during the nine months ended September 30, 2019: Property Name Property Type Impairment Date Square Provision for Streets of Yorktown (a) Multi-tenant retail September 30, 2019 85,200 $ 11,177 $ 11,177 Estimated fair value of impaired property as of impairment date $ 5,300 (a) The Company recorded an impairment charge as a result of a combination of factors, including expected impact on future operating results stemming from anticipated changes in lease terms related to the tenant population and a re-evaluation of the strategic alternatives for the property. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying value and estimated fair value of financial instruments | The following table presents the carrying value and estimated fair value of the Company’s financial instruments: September 30, 2020 December 31, 2019 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities: Mortgages payable, net $ 92,075 $ 94,078 $ 94,155 $ 98,082 Unsecured notes payable, net $ 1,185,479 $ 1,205,002 $ 796,247 $ 822,883 Unsecured term loans, net $ 467,391 $ 458,788 $ 716,523 $ 720,000 Unsecured revolving line of credit $ — $ — $ 18,000 $ 18,000 Derivative liability $ 34,804 $ 34,804 $ 12,288 $ 12,288 |
Schedule of financial instruments measured at fair value on a recurring basis | The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table. Fair Value Level 1 Level 2 Level 3 Total September 30, 2020 Derivative liability $ — $ 34,804 $ — $ 34,804 December 31, 2019 Derivative liability $ — $ 12,288 $ — $ 12,288 |
Schedule of assets measured at fair value on a nonrecurring basis | The following table presents the Company’s assets measured at fair value on a nonrecurring basis as of September 30, 2020 and December 31, 2019, aggregated by the level within the fair value hierarchy in which those measurements fall. The table includes information related to properties remeasured to fair value as a result of impairment charges recorded during the nine months ended September 30, 2020 and the year ended December 31, 2019, except for those properties sold prior to September 30, 2020 and December 31, 2019, respectively. Methods and assumptions used to estimate the fair value of these assets are described after the table. Fair Value Level 1 Level 2 Level 3 Total Provision for September 30, 2020 Investment property $ — $ — $ 2,500 (a) $ 2,500 $ 2,279 December 31, 2019 Investment properties $ — $ 11,644 (b) $ 5,300 (c) $ 16,944 $ 12,298 (a) Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2020, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was based upon third-party comparable sales prices, derived from property-specific information, market transactions and other industry data and are considered significant unobservable inputs. (b) Represents the fair value of the Company’s King Philip’s Crossing investment property as of December 31, 2019, the date the asset was measured at fair value. The estimated fair value of King Philip’s Crossing was based upon the expected sales price from an executed sales contract and determined to be a Level 2 input. (c) Represents the fair value of the Company’s Streets of Yorktown investment property as of September 30, 2019, the date the asset was measured at fair value. The estimated fair value of Streets of Yorktown was determined using the income approach. The income approach involves discounting the estimated income stream and reversion (presumed sale) value of a property over an estimated holding period to a present value at a risk-adjusted rate. The discount rates and third-party comparable sales prices used in this approach are derived from property-specific information, market transactions and other industry data and are considered significant inputs to this valuation. The reversion value of the property was based upon third-party comparable sales prices, which contain unobservable inputs used by these third parties. A weighted average discount rate of 6.89% was used to (i) present value the estimated income stream over the estimated holding period and (ii) present value the reversion value. |
Schedule of financial liabilities measured at fair value for disclosure purposes | The following table presents the Company’s financial liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which those measurements fall. Fair Value Level 1 Level 2 Level 3 Total September 30, 2020 Mortgages payable, net $ — $ — $ 94,078 $ 94,078 Unsecured notes payable, net $ 750,908 $ — $ 454,094 $ 1,205,002 Unsecured term loans, net $ — $ — $ 458,788 $ 458,788 Unsecured revolving line of credit $ — $ — $ — $ — December 31, 2019 Mortgages payable, net $ — $ — $ 98,082 $ 98,082 Unsecured notes payable, net $ 255,965 $ — $ 566,918 $ 822,883 Unsecured term loans, net $ — $ — $ 720,000 $ 720,000 Unsecured revolving line of credit $ — $ — $ 18,000 $ 18,000 The Company estimates the fair value of its Level 3 financial liabilities using a discounted cash flow model that incorporates future contractual principal and interest payments. The Company estimates the fair value of its mortgages payable, net and Level 3 unsecured notes payable, net by discounting the anticipated future cash flows of each instrument at rates currently offered to the Company by its lenders for similar debt instruments of comparable maturities. The Company estimates the fair value of its unsecured term loans, net and unsecured revolving line of credit by discounting the anticipated future cash flows at a reference rate, currently one-month LIBOR, plus an applicable credit spread currently offered to the Company by its lenders for similar instruments of comparable maturities. The following rates were used in the discounted cash flow model to calculate the fair value of the Company’s Level 3 financial liabilities: September 30, 2020 December 31, 2019 Mortgages payable, net – range of discount rates used 3.7% to 4.2% 3.2% to 3.6% Unsecured notes payable, net – weighted average discount rate used 4.40% 3.79% Unsecured term loans, net – weighted average credit spread portion of discount rate used 1.93% 1.26% Unsecured revolving line of credit – credit spread portion of discount rate used 1.65% 1.05% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of expansion and redevelopment projects | The following table summarizes the Company’s active expansion and redevelopment projects as of September 30, 2020: Estimated Net Investment Net Investment as of Project Name MSA Low High Circle East (a) Baltimore $ 42,000 $ 44,000 $ 24,915 One Loudoun Downtown – Pads G & H (b) Washington, D.C. $ 125,000 $ 135,000 $ 53,441 The Shoppes at Quarterfield Baltimore $ 9,000 $ 10,000 $ 2,003 Southlake Town Square – Pad Dallas $ 2,000 $ 2,500 $ 952 (a) Investment amounts are net of proceeds of $11,820 received from the sale of air rights. (b) Investment amounts are net of expected contributions from the Company’s joint venture partners. |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($) | Sep. 30, 2020propertysubsidiary | |
Real Estate Properties [Line Items] | ||
Number of real estate properties owned | 105 | |
Number of wholly-owned subsidiaries jointly elected to be treated as a TRS | subsidiary | 1 | |
Reserve for uncollectible lease income | $ | $ 1,860 | |
Retail | Operating properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties owned | 102 | |
COVID-19 | ||
Real Estate Properties [Line Items] | ||
Tenants open for business (as a percent) | 94.00% | |
Circle East | Redevelopment properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties owned | 1 | |
One Loudoun Downtown - Pads G & H | Redevelopment properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties owned | 0 | |
Carillon | Redevelopment properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties owned | 1 | |
The Shoppes at Quarterfield | Redevelopment properties | ||
Real Estate Properties [Line Items] | ||
Number of real estate properties owned | 1 |
Acquisitions and Developments_3
Acquisitions and Developments in Progress - Summary of Acquisitions (Details) $ in Thousands | Feb. 06, 2020USD ($)ft² | Aug. 13, 2019USD ($)ft² | Jun. 10, 2019USD ($)ft² | Mar. 07, 2019USD ($)ft² | Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($)ft² |
Fullerton Metrocenter - Fee Interest | ||||||
Business Acquisition [Line Items] | ||||||
Square footage | ft² | 154,700 | |||||
Purchase price of asset acquisition | $ 55,000 | |||||
2020 acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Square footage | ft² | 154,700 | |||||
Purchase price of asset acquisition | $ 55,000 | |||||
Capitalized closing costs and adjustments | $ 240 | |||||
North Benson Center | ||||||
Business Acquisition [Line Items] | ||||||
Square footage | ft² | 70,500 | |||||
Purchase price of asset acquisition | $ 25,340 | |||||
Paradise Valley Marketplace - Parcel | ||||||
Business Acquisition [Line Items] | ||||||
Square footage | ft² | 0 | |||||
Purchase price of asset acquisition | $ 1,343 | |||||
Southlake Town Square - Parcel | ||||||
Business Acquisition [Line Items] | ||||||
Square footage | ft² | 3,100 | |||||
Purchase price of asset acquisition | $ 3,293 | |||||
2019 acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Square footage | ft² | 73,600 | |||||
Purchase price of asset acquisition | $ 29,976 | |||||
Capitalized closing costs and adjustments | $ 316 |
Acquisitions and Developments_4
Acquisitions and Developments in Progress - Acquisition Date Fair Values (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
2020 acquisitions | ||||
Acquisition Date Fair Values | ||||
Land | $ 57,137 | $ 57,137 | ||
Building and other improvements, net | 1,623 | 1,623 | ||
Acquired lease intangible assets | 2,014 | 2,014 | ||
Acquired lease intangible liabilities | (5,534) | (5,534) | ||
Net assets acquired | 55,240 | $ 55,240 | ||
Weighted average amortization period, acquired lease intangible assets | 17 years | |||
Weighted average amortization period, acquired lease intangible liabilities | 17 years | |||
2019 acquisitions | ||||
Acquisition Date Fair Values | ||||
Land | $ 14,819 | $ 14,819 | ||
Building and other improvements, net | 13,667 | 13,667 | ||
Acquired lease intangible assets | 2,040 | 2,040 | ||
Acquired lease intangible liabilities | (234) | (234) | ||
Net assets acquired | 30,292 | $ 30,292 | ||
Weighted average amortization period, acquired lease intangible assets | 6 years | |||
Weighted average amortization period, acquired lease intangible liabilities | 5 years | |||
Building and associated improvements | ||||
Business Acquisition [Line Items] | ||||
Capitalized internal salaries and related benefits | 633 | 679 | $ 1,900 | $ 2,004 |
Internal leasing incentives | ||||
Business Acquisition [Line Items] | ||||
Capitalized internal leasing incentives | $ 66 | $ 111 | $ 168 | $ 247 |
Acquisitions and Developments_5
Acquisitions and Developments in Progress - Summary of Developments in Progress (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | |
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | $ 168,365 | $ 168,365 | $ 113,353 | |||
Aggregate proceeds, net | 11,369 | $ 44,656 | ||||
Circle East | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | 36,774 | 36,774 | 33,628 | |||
One Loudoun Downtown | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | 70,100 | 70,100 | 27,868 | |||
Carillon | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | 33,086 | 33,086 | 26,407 | |||
The Shoppes at Quarterfield | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | 2,003 | 2,003 | 0 | |||
Southlake Town Square | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | 952 | 952 | 0 | |||
One Loudoun Uptown | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Land held for future development | 25,450 | 25,450 | 25,450 | |||
Redevelopment properties | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Developments in progress | 142,915 | 142,915 | $ 87,903 | |||
Capitalized indirect project costs | 1,338 | $ 1,204 | 4,001 | 2,437 | ||
Capitalized internal salaries and related benefits | 318 | 366 | 1,019 | 1,066 | ||
Capitalized interest | $ 804 | $ 570 | $ 2,325 | $ 940 | ||
Circle East, air rights | ||||||
Capitalized Costs of Properties Excluded from Amortization [Line Items] | ||||||
Aggregate proceeds, net | $ 11,820 |
Acquisitions and Developments_6
Acquisitions and Developments in Progress - Variable Interest Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
One Loudoun Downtown - Pads G & H | |||
Variable Interest Entity [Line Items] | |||
Development costs funded by the Company through a loan to the joint venture | $ 758 | ||
Carillon | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest balance | 2,217 | ||
Multi-family | RPAI | One Loudoun Downtown - Pads G & H | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 90.00% | ||
Multi-family | RPAI | Carillon | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 95.00% | ||
Medical office building | RPAI | Carillon | |||
Variable Interest Entity [Line Items] | |||
Noncontrolling interest, ownership percentage by parent | 95.00% | ||
Net investment properties | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 59,678 | $ 12,445 | |
Net investment properties | One Loudoun Downtown - Pads G & H | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 59,678 | 8,830 | |
Net investment properties | Multi-family | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 2,940 | |
Net investment properties | Medical office building | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 675 | |
Other assets, net | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 336 | 164 | |
Other assets, net | One Loudoun Downtown - Pads G & H | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 336 | 164 | |
Other assets, net | Multi-family | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 0 | |
Other assets, net | Medical office building | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 0 | |
Other liabilities | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 7,361 | 1,707 | |
Other liabilities | One Loudoun Downtown - Pads G & H | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 7,361 | 1,546 | |
Other liabilities | Multi-family | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 32 | |
Other liabilities | Medical office building | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 129 | |
Noncontrolling interests | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 4,507 | 3,596 | |
Noncontrolling interests | One Loudoun Downtown - Pads G & H | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 4,507 | 1,869 | |
Noncontrolling interests | Multi-family | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | 0 | 1,454 | |
Noncontrolling interests | Medical office building | Carillon | |||
Variable Interest Entity [Line Items] | |||
Development costs incurred | $ 0 | $ 273 |
Dispositions - Summary of Dispo
Dispositions - Summary of Dispositions (Details) $ in Thousands | Feb. 13, 2020USD ($)ft² | Jun. 28, 2019USD ($)ft² | Mar. 08, 2019USD ($)ft² | Sep. 30, 2020USD ($)ft²property | Sep. 30, 2019USD ($)ft²unit | Sep. 30, 2020USD ($)ft²property | Sep. 30, 2019USD ($)ft²unit | Dec. 31, 2019property |
Property Dispositions [Line Items] | ||||||||
Aggregate proceeds, net | $ 11,369 | $ 44,656 | ||||||
Gain | $ 0 | $ 1,969 | $ 0 | $ 18,872 | ||||
King Philip's Crossing | ||||||||
Property Dispositions [Line Items] | ||||||||
Square footage | ft² | 105,900 | |||||||
Consideration | $ 13,900 | |||||||
Aggregate proceeds, net | 11,343 | |||||||
Gain | $ 0 | |||||||
2020 dispositions | ||||||||
Property Dispositions [Line Items] | ||||||||
Square footage | ft² | 105,900 | 105,900 | ||||||
Consideration | $ 13,900 | $ 13,900 | ||||||
Aggregate proceeds, net | 11,343 | |||||||
Gain | 0 | |||||||
Condemnation proceeds | $ 26 | |||||||
Edwards Multiplex - Fresno, CA | ||||||||
Property Dispositions [Line Items] | ||||||||
Square footage | ft² | 94,600 | |||||||
Consideration | $ 25,850 | |||||||
Aggregate proceeds, net | 21,605 | |||||||
Gain | $ 8,449 | |||||||
North Rivers Towne Center | ||||||||
Property Dispositions [Line Items] | ||||||||
Square footage | ft² | 141,500 | |||||||
Consideration | $ 18,900 | |||||||
Aggregate proceeds, net | 17,989 | |||||||
Gain | $ 6,881 | |||||||
2019 dispositions | ||||||||
Property Dispositions [Line Items] | ||||||||
Square footage | ft² | 236,100 | 236,100 | ||||||
Consideration | $ 44,750 | $ 44,750 | ||||||
Aggregate proceeds, net | 39,594 | |||||||
Gain | 15,330 | |||||||
One Loudoun Downtown - Land | ||||||||
Property Dispositions [Line Items] | ||||||||
Aggregate proceeds, net | 5,062 | |||||||
Gain | $ 3,542 | |||||||
Number of residential units with development rights | unit | 22 | 22 | ||||||
Investment properties held for sale | ||||||||
Property Dispositions [Line Items] | ||||||||
Number of properties classified as held for sale | property | 0 | 0 | 0 |
Equity Compensation Plans (Deta
Equity Compensation Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2020 | Feb. 10, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options outstanding | 16 | 16 | 22 | 16 | 22 | |
Number of options granted | 0 | 0 | ||||
Restricted shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued | 175 | |||||
Fair value of restricted shares/RSUs vested | $ 2,962 | |||||
Equity Instruments, Nonvested [Roll Forward] | ||||||
Balance at the beginning of the period (in shares) | 535 | |||||
Shares/RSUs granted (in shares) | 624 | |||||
Shares/RSUs vested (in shares) | (291) | |||||
Balance at the end of the period (in shares) | 868 | 868 | 660 | 868 | 660 | |
Equity Instruments, Nonvested, Weighted Average Grant Date Fair Value | ||||||
Balance at the beginning of the period (in dollars per share) | $ 12.46 | |||||
Shares/RSUs granted (in dollars per share) | 11.66 | |||||
Shares/RSUs vested (in dollars per share) | 12.76 | |||||
Balance at the end of the period (in dollars per share) | $ 11.78 | $ 11.78 | $ 11.78 | |||
Compensation Cost Not Yet Recognized | ||||||
Total unrecognized compensation expense | $ 3,326 | $ 3,326 | $ 3,326 | |||
Unrecognized compensation expense, period for recognition (in years) | 1 year 2 months 12 days | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period for shares/RSUs granted | 1 year | |||||
Risk-free interest rate (as a percent) | 1.54% | |||||
Common stock dividend yield (as a percent) | 5.07% | |||||
Conversion rate of RSUs into shares of common stock (as a percent) | 33.00% | |||||
Conversion rate of RSUs into restricted shares (as a percent) | 67.00% | |||||
Number of RSUs converted | 196 | |||||
Conversion rate (as a percent) | 142.50% | |||||
Fair value of restricted shares/RSUs vested | $ 1,321 | |||||
Equity Instruments, Nonvested [Roll Forward] | ||||||
Balance at the beginning of the period (in shares) | 839 | |||||
Shares/RSUs granted (in shares) | 331 | |||||
Shares/RSUs vested (in shares) | (196) | |||||
Balance at the end of the period (in shares) | 974 | 974 | 974 | |||
Equity Instruments, Nonvested, Weighted Average Grant Date Fair Value | ||||||
Balance at the beginning of the period (in dollars per share) | $ 13.10 | |||||
Shares/RSUs granted (in dollars per share) | 13.67 | |||||
Shares/RSUs vested (in dollars per share) | 15.52 | |||||
Balance at the end of the period (in dollars per share) | $ 12.81 | $ 12.81 | $ 12.81 | |||
Compensation Cost Not Yet Recognized | ||||||
Total unrecognized compensation expense | $ 5,928 | $ 5,928 | $ 5,928 | |||
Unrecognized compensation expense, period for recognition (in years) | 2 years | |||||
Restricted shares and RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 2,280 | $ 1,849 | 6,734 | $ 5,672 | ||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense | $ 0 | $ 0 | ||||
Minimum | Restricted shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period for shares/RSUs granted | 10 months 24 days | |||||
Maximum | Restricted shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period for shares/RSUs granted | 3 years | |||||
Class A common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued | 105 | |||||
Dividends | Class A common stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued | 43 |
Leases - Summary of Leases as L
Leases - Summary of Leases as Lessor (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 03, 2020 |
Lessor, Lease, Description [Line Items] | ||||||
Allowance for doubtful straight-line receivables | $ (3,089) | $ (710) | $ (5,760) | $ (1,524) | ||
Operating Leases, Lease Income | ||||||
Base rent | 83,871 | 89,754 | 264,974 | 267,823 | ||
Percentage and specialty rent | 488 | 610 | 1,812 | 2,612 | ||
Tenant recoveries | 26,429 | 26,323 | 75,994 | 79,029 | ||
Lease termination fee income | 223 | 331 | 599 | 1,751 | ||
Other lease-related income | 1,232 | 1,560 | 3,781 | 4,446 | ||
Straight-line rental income, net | (269) | 581 | (1,212) | 2,697 | ||
Uncollectible lease income, net | (5,039) | (569) | (25,415) | (1,046) | ||
Amortization of above and below market lease intangibles and lease inducements | 423 | 1,127 | 2,323 | 3,557 | ||
Lease income | 107,358 | $ 119,717 | 322,856 | $ 360,869 | ||
COVID-19 | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Variable lease adjustments to base rent | 6,051 | 6,102 | ||||
Base rent adjustments related to cash-basis tenants | 3,869 | 11,938 | ||||
Amount of lease concessions agreed in principle but not yet executed | 4,517 | 4,517 | ||||
Variable lease adjustments agreed in the prior period but executed during the current period | (4,381) | |||||
Deferred base rent related to prior period | $ 7,965 | 7,965 | 7,965 | |||
Deferred base rent related to current period | 4,878 | 4,878 | 4,878 | |||
Abatements and deferrals of base rent related to prior period | 6,965 | 6,965 | 6,965 | |||
Abatements and deferrals of base rent related to current period | $ 3,028 | $ 3,028 | 3,028 | |||
Weighted average deferral period | 4 months | |||||
Weighted average repayment period | 11 months | |||||
Security deposits applied to accounts receivable | $ 2,999 | |||||
Subsequent events | COVID-19 | ||||||
Lessor, Lease, Description [Line Items] | ||||||
Uncollected prior period base rent addressed | $ 765 | |||||
Uncollected current period base rent addressed | 190 | |||||
Uncollected base rent related to future periods addressed | $ 937 |
Leases - Summary of Leases as_2
Leases - Summary of Leases as Lessee (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)lease | Sep. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Lease liabilities and ROU assets recognized | $ 383 | $ 103,519 |
Office | ||
Lessee, Lease, Description [Line Items] | ||
Number of leases | lease | 1 | |
Lease liabilities and ROU assets recognized | $ 383 |
Debt - Summary of Mortgages Pay
Debt - Summary of Mortgages Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||||
Mortgages payable | $ 1,762,744 | $ 1,762,744 | ||
Weighted average interest rate (as a percent) | 4.17% | 4.17% | ||
Debt prepayment fees | $ 2,786 | $ 8,151 | ||
Mortgages payable | ||||
Debt Instrument [Line Items] | ||||
Discount, net of accumulated amortization | $ (461) | $ (493) | (461) | |
Capitalized loan fees, net of accumulated amortization | (208) | (256) | (208) | |
Mortgages payable, net | 92,075 | 94,155 | 92,075 | |
Amount of mortgage payable repaid | 306 | |||
Debt prepayment fees | 16 | |||
Scheduled principal payments related to amortizing loans | 1,854 | |||
Fixed rate debt | ||||
Debt Instrument [Line Items] | ||||
Mortgages payable | $ 1,762,744 | $ 1,762,744 | ||
Weighted average interest rate (as a percent) | 4.17% | 4.17% | ||
Fixed rate debt | Mortgages payable | ||||
Debt Instrument [Line Items] | ||||
Mortgages payable | $ 92,744 | $ 94,904 | $ 92,744 | |
Weighted average interest rate (as a percent) | 4.36% | 4.37% | 4.36% | |
Weighted average years to maturity | 4 years 3 months 18 days | 5 years 1 month 6 days | ||
Minimum | Mortgages payable | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate (as a percent) | 3.75% | 3.75% | 3.75% | |
Maximum | Mortgages payable | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate (as a percent) | 4.82% | 7.48% | 4.82% | |
Debt repaid | Mortgages payable | ||||
Debt Instrument [Line Items] | ||||
Fixed interest rate (as a percent) | 7.48% | 7.48% |
Debt - Summary of Unsecured Not
Debt - Summary of Unsecured Notes Payable (Details) - USD ($) $ in Thousands | Aug. 25, 2020 | Jul. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 23, 2018 |
Debt Instrument [Line Items] | |||||||
Principal balance | $ 1,185,479 | $ 1,185,479 | $ 796,247 | ||||
Weighted average interest rate (as a percent) | 4.17% | 4.17% | |||||
Repayment of unsecured term loan | $ 250,000 | $ 0 | |||||
Repayment of unsecured notes payable | 100,000 | 0 | |||||
Debt prepayment fees | 2,786 | $ 8,151 | |||||
Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 1,200,000 | 1,200,000 | 800,000 | ||||
Discount, net of accumulated amortization | (6,687) | (6,687) | (616) | ||||
Capitalized loan fees, net of accumulated amortization | $ (7,834) | $ (7,834) | $ (3,137) | ||||
Weighted average interest rate (as a percent) | 4.42% | 4.42% | 4.27% | ||||
4.12% Notes Due 2021 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 0 | $ 0 | $ 100,000 | ||||
Stated interest rate (as a percent) | 0.00% | 0.00% | 4.12% | ||||
Repayment of unsecured notes payable | $ 100,000 | ||||||
Debt prepayment fees | 2,770 | ||||||
4.58% Notes Due 2024 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 150,000 | $ 150,000 | $ 150,000 | ||||
Stated interest rate (as a percent) | 4.58% | 4.58% | 4.58% | ||||
4.00% Notes Due 2025 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 350,000 | $ 350,000 | $ 250,000 | ||||
Stated interest rate (as a percent) | 4.00% | 4.00% | 4.00% | 4.00% | |||
Amount of debt issuance | $ 100,000 | ||||||
Percentage of principal amount (as a percent) | 99.01% | ||||||
Effective interest rate (as a percent) | 4.236% | ||||||
4.08% Notes Due 2026 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Stated interest rate (as a percent) | 4.08% | 4.08% | 4.08% | ||||
4.24% Notes Due 2028 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Stated interest rate (as a percent) | 4.24% | 4.24% | 4.24% | ||||
4.82% Notes Due 2029 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 100,000 | $ 100,000 | $ 100,000 | ||||
Stated interest rate (as a percent) | 4.82% | 4.82% | 4.82% | ||||
4.75% Notes Due 2030 | Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Principal balance | $ 400,000 | $ 400,000 | $ 0 | ||||
Stated interest rate (as a percent) | 4.75% | 4.75% | 4.75% | 0.00% | |||
Amount of debt issuance | $ 400,000 | ||||||
Percentage of principal amount (as a percent) | 98.684% | ||||||
Effective interest rate (as a percent) | 4.917% | ||||||
Unsecured credit facility term loan due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Amount of debt issuance | $ 250,000 | ||||||
Repayment of unsecured term loan | $ 250,000 |
Debt - Summary of Term Loans an
Debt - Summary of Term Loans and Revolving Line of Credit (Details) $ in Thousands | Sep. 30, 2020USD ($)extension_options | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Apr. 23, 2018USD ($) |
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured term loans | $ 467,391 | $ 716,523 | $ 467,391 | $ 467,391 | ||
Unsecured revolving line of credit | 0 | 18,000 | 0 | 0 | ||
Repayment of unsecured term loan | 250,000 | $ 0 | ||||
Unsecured Credit Facility | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Aggregate borrowing capacity | $ 1,100,000 | |||||
Additional borrowing capacity | 500,000 | 500,000 | 500,000 | |||
Maximum borrowing capacity | 1,350,000 | 1,350,000 | 1,350,000 | |||
Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Principal amount | 250,000 | |||||
Repayment of unsecured term loan | 250,000 | |||||
Unsecured term loans | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured term loans | 470,000 | 720,000 | 470,000 | 470,000 | ||
Capitalized loan fees, net of accumulated amortization | (2,609) | (3,477) | (2,609) | (2,609) | ||
Term loans, net | $ 467,391 | 716,523 | $ 467,391 | $ 467,391 | ||
Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Number of extension options | extension_options | 2 | |||||
Revolving line of credit, period of extension of maturity (in years) | 6 months | |||||
Revolving line of credit, extension fee as a percentage of commitment amount | 0.075% | 0.075% | 0.075% | |||
Aggregate borrowing capacity | $ 850,000 | |||||
Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Principal amount | $ 200,000 | $ 200,000 | $ 200,000 | |||
Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Principal amount | 120,000 | 120,000 | 120,000 | |||
Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Principal amount | 150,000 | 150,000 | 150,000 | |||
Fixed rate debt | Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured term loans | $ 0 | $ 250,000 | $ 0 | $ 0 | ||
Interest rate on credit facility (as a percent) | 0.00% | 3.20% | 0.00% | 0.00% | ||
Fixed rate debt | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured term loans | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | ||
Interest rate on term loans (as a percent) | 4.05% | 4.05% | ||||
Fixed rate debt | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured term loans | $ 120,000 | $ 120,000 | 120,000 | 120,000 | ||
Interest rate on term loans (as a percent) | 2.88% | 2.88% | ||||
Fixed rate debt | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured term loans | $ 150,000 | $ 150,000 | 150,000 | 150,000 | ||
Interest rate on term loans (as a percent) | 3.27% | 3.27% | ||||
Variable rate debt | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Unsecured revolving line of credit | $ 0 | $ 18,000 | $ 0 | $ 0 | ||
Interest rate on credit facility (as a percent) | 1.20% | 2.85% | 1.20% | 1.20% | ||
Two $100,000 and one $50,000 interest rate swaps maturing in 2021 | Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 250,000 | |||||
Fixed interest rate (as a percent) | 2.00% | |||||
Two $100,000 interest rate swaps maturing in 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 200,000 | $ 200,000 | $ 200,000 | |||
Fixed interest rate (as a percent) | 2.85% | 2.85% | 2.85% | |||
Two $100,000 interest rate swaps maturing in 2023 | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 200,000 | $ 200,000 | $ 200,000 | |||
Fixed interest rate (as a percent) | 2.85% | 2.85% | 2.85% | |||
Three $40,000 interest rate swaps maturing in 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 120,000 | $ 120,000 | $ 120,000 | |||
Fixed interest rate (as a percent) | 1.68% | 1.68% | 1.68% | |||
Three $40,000 interest rate swaps maturing in 2024 | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 120,000 | $ 120,000 | $ 120,000 | |||
Fixed interest rate (as a percent) | 1.68% | 1.68% | 1.68% | |||
Three $50,000 interest rate swaps maturing in 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 150,000 | $ 150,000 | $ 150,000 | |||
Fixed interest rate (as a percent) | 1.77% | 1.77% | 1.77% | |||
Three $50,000 interest rate swaps maturing in 2026 | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable rate debt swapped to fixed rate | $ 150,000 | $ 150,000 | $ 150,000 | |||
Fixed interest rate (as a percent) | 1.77% | 1.77% | 1.77% | |||
LIBOR | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
Variable interest rate spread (as a percent) | 1.20% | |||||
LIBOR | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.20% | |||||
LIBOR | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.20% | |||||
LIBOR | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.50% | |||||
LIBOR | Two $100,000 and one $50,000 interest rate swaps maturing in 2021 | Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Two $100,000 interest rate swaps maturing in 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
Variable interest rate spread (as a percent) | 1.20% | |||||
LIBOR | Two $100,000 interest rate swaps maturing in 2023 | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Three $40,000 interest rate swaps maturing in 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
Variable interest rate spread (as a percent) | 1.20% | |||||
LIBOR | Three $40,000 interest rate swaps maturing in 2024 | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Three $50,000 interest rate swaps maturing in 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
Variable interest rate spread (as a percent) | 1.50% | |||||
LIBOR | Three $50,000 interest rate swaps maturing in 2026 | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
Minimum | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Facility fee (as a percent) | 0.15% | |||||
Minimum | LIBOR | Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.20% | 1.20% | ||||
Minimum | LIBOR | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.05% | |||||
Minimum | LIBOR | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.20% | |||||
Minimum | LIBOR | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.20% | |||||
Minimum | LIBOR | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.50% | |||||
Maximum | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Facility fee (as a percent) | 0.30% | |||||
Maximum | LIBOR | Unsecured credit facility term loan due 2021 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.70% | 1.70% | ||||
Maximum | LIBOR | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.50% | |||||
Maximum | LIBOR | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.85% | |||||
Maximum | LIBOR | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.70% | |||||
Maximum | LIBOR | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 2.20% | |||||
Investment grade rated | Minimum | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Facility fee (as a percent) | 0.13% | |||||
Investment grade rated | Minimum | LIBOR | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 0.83% | |||||
Investment grade rated | Minimum | LIBOR | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 0.85% | |||||
Investment grade rated | Minimum | LIBOR | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 0.80% | |||||
Investment grade rated | Minimum | LIBOR | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.35% | |||||
Investment grade rated | Maximum | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Facility fee (as a percent) | 0.30% | |||||
Investment grade rated | Maximum | LIBOR | Unsecured credit facility revolving line of credit | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.55% | |||||
Investment grade rated | Maximum | LIBOR | Term Loan Due 2023 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.65% | |||||
Investment grade rated | Maximum | LIBOR | Term Loan Due 2024 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 1.65% | |||||
Investment grade rated | Maximum | LIBOR | Term Loan Due 2026 | ||||||
Term Loans and Line of Credit Facility [Line Items] | ||||||
Variable interest rate spread (as a percent) | 2.25% |
Debt - Summary of Unsecured Ter
Debt - Summary of Unsecured Term Loans (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Term of debt issuance | 7 years | |
Principal amount | $ 200,000 | |
Additional borrowing capacity | 100,000 | |
Maximum borrowing capacity | $ 300,000 | |
Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Term of debt issuance | 5 years | |
Principal amount | $ 120,000 | |
Additional borrowing capacity | $ 130,000 | |
Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Term of debt issuance | 7 years | |
Principal amount | $ 150,000 | |
Additional borrowing capacity | 100,000 | |
Term Loan Due 2024 and Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 500,000 | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Reference rate for variable interest rate | LIBOR | |
LIBOR | Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.20% | |
LIBOR | Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.20% | |
LIBOR | Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.50% | |
Minimum | LIBOR | Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.20% | |
Minimum | LIBOR | Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.20% | |
Minimum | LIBOR | Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.50% | |
Maximum | LIBOR | Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.85% | |
Maximum | LIBOR | Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.70% | |
Maximum | LIBOR | Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 2.20% | |
Investment grade rated | Minimum | LIBOR | Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 0.85% | |
Investment grade rated | Minimum | LIBOR | Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 0.80% | |
Investment grade rated | Minimum | LIBOR | Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.35% | |
Investment grade rated | Maximum | LIBOR | Term Loan Due 2023 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.65% | |
Investment grade rated | Maximum | LIBOR | Term Loan Due 2024 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 1.65% | |
Investment grade rated | Maximum | LIBOR | Term Loan Due 2026 | ||
Debt Instrument [Line Items] | ||
Variable interest rate spread (as a percent) | 2.25% |
Debt - Schedule of Debt Maturit
Debt - Schedule of Debt Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Long-term Debt, Fiscal Year Maturity | ||
2020 | $ 588 | |
2021 | 2,409 | |
2022 | 26,641 | |
2023 | 231,758 | |
2024 | 271,737 | |
Thereafter | 1,229,611 | |
Total | $ 1,762,744 | |
Long-term Debt, Weighted Average Interest Rate | ||
2020 | 4.08% | |
2021 | 4.08% | |
2022 | 4.81% | |
2023 | 4.06% | |
2024 | 3.83% | |
Thereafter | 4.26% | |
Total | 4.17% | |
Mortgages payable | ||
Debt Instrument [Line Items] | ||
Discount, net of accumulated amortization | $ (461) | $ (493) |
Capitalized loan fees, net of accumulated amortization | (208) | (256) |
Unsecured term loans | ||
Debt Instrument [Line Items] | ||
Capitalized loan fees, net of accumulated amortization | (2,609) | |
Unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Discount, net of accumulated amortization | (6,687) | (616) |
Capitalized loan fees, net of accumulated amortization | $ (7,834) | $ (3,137) |
Long-term Debt, Weighted Average Interest Rate | ||
Total | 4.42% | 4.27% |
Consolidated indebtedness | ||
Debt Instrument [Line Items] | ||
Weighted average years to maturity | 6 years 1 month 6 days | |
Fixed rate debt | ||
Long-term Debt, Fiscal Year Maturity | ||
2020 | $ 588 | |
2021 | 2,409 | |
2022 | 26,641 | |
2023 | 231,758 | |
2024 | 271,737 | |
Thereafter | 1,229,611 | |
Total | $ 1,762,744 | |
Long-term Debt, Weighted Average Interest Rate | ||
2020 | 4.08% | |
2021 | 4.08% | |
2022 | 4.81% | |
2023 | 4.06% | |
2024 | 3.83% | |
Thereafter | 4.26% | |
Total | 4.17% | |
Fixed rate debt | Mortgages payable | ||
Debt Instrument [Line Items] | ||
Weighted average years to maturity | 4 years 3 months 18 days | 5 years 1 month 6 days |
Long-term Debt, Fiscal Year Maturity | ||
2020 | $ 588 | |
2021 | 2,409 | |
2022 | 26,641 | |
2023 | 31,758 | |
2024 | 1,737 | |
Thereafter | 29,611 | |
Total | $ 92,744 | $ 94,904 |
Long-term Debt, Weighted Average Interest Rate | ||
Total | 4.36% | 4.37% |
Fixed rate debt | Unsecured term loans | ||
Long-term Debt, Fiscal Year Maturity | ||
2020 | $ 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 200,000 | |
2024 | 120,000 | |
Thereafter | 150,000 | |
Total | 470,000 | |
Fixed rate debt | Unsecured notes payable | ||
Long-term Debt, Fiscal Year Maturity | ||
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 150,000 | |
Thereafter | 1,050,000 | |
Total | $ 1,200,000 | |
Variable rate debt | ||
Long-term Debt, Weighted Average Interest Rate | ||
2020 | 0.00% | |
2021 | 0.00% | |
2022 | 1.20% | |
2023 | 0.00% | |
2024 | 0.00% | |
Thereafter | 0.00% | |
Total | 1.20% | |
Variable rate debt | Unsecured revolving line of credit | ||
Long-term Debt, Fiscal Year Maturity | ||
2020 | $ 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total | $ 0 | |
4.58% Notes Due 2024 | Unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.58% | 4.58% |
4.08% Notes Due 2026 | Unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.08% | 4.08% |
4.24% Notes Due 2028 | Unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.24% | 4.24% |
4.82% Notes Due 2029 | Unsecured notes payable | ||
Debt Instrument [Line Items] | ||
Stated interest rate (as a percent) | 4.82% | 4.82% |
Two $100,000 interest rate swaps maturing in 2023 | ||
Debt Instrument [Line Items] | ||
Variable rate debt swapped to fixed rate | $ 200,000 | |
Fixed interest rate (as a percent) | 2.85% | |
Three $40,000 interest rate swaps maturing in 2024 | ||
Debt Instrument [Line Items] | ||
Variable rate debt swapped to fixed rate | $ 120,000 | |
Fixed interest rate (as a percent) | 1.68% | |
Three $50,000 interest rate swaps maturing in 2026 | ||
Debt Instrument [Line Items] | ||
Variable rate debt swapped to fixed rate | $ 150,000 | |
Fixed interest rate (as a percent) | 1.77% | |
LIBOR | ||
Debt Instrument [Line Items] | ||
Reference rate for variable interest rate | LIBOR | |
LIBOR | Two $100,000 interest rate swaps maturing in 2023 | ||
Debt Instrument [Line Items] | ||
Reference rate for variable interest rate | LIBOR | |
Variable interest rate spread (as a percent) | 1.20% | |
LIBOR | Three $40,000 interest rate swaps maturing in 2024 | ||
Debt Instrument [Line Items] | ||
Reference rate for variable interest rate | LIBOR | |
Variable interest rate spread (as a percent) | 1.20% | |
LIBOR | Three $50,000 interest rate swaps maturing in 2026 | ||
Debt Instrument [Line Items] | ||
Reference rate for variable interest rate | LIBOR | |
Variable interest rate spread (as a percent) | 1.50% |
Derivatives - Schedule of Deriv
Derivatives - Schedule of Derivative Instruments (Details) $ in Thousands | Sep. 30, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument | Sep. 30, 2020USD ($)instrument | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)instrument | Sep. 30, 2019USD ($) |
Derivative [Line Items] | ||||||
Repayment of unsecured term loan | $ 250,000 | $ 0 | ||||
Interest expense | $ 21,941 | $ 25,084 | 58,347 | 59,877 | ||
Two $100,000 interest rate swaps maturing in 2023 | ||||||
Derivative [Line Items] | ||||||
Notional | $ 200,000 | $ 200,000 | $ 200,000 | |||
Fixed interest rate (as a percent) | 2.85% | 2.85% | 2.85% | |||
Three $40,000 interest rate swaps maturing in 2024 | ||||||
Derivative [Line Items] | ||||||
Notional | $ 120,000 | $ 120,000 | $ 120,000 | |||
Fixed interest rate (as a percent) | 1.68% | 1.68% | 1.68% | |||
Three $50,000 interest rate swaps maturing in 2026 | ||||||
Derivative [Line Items] | ||||||
Notional | $ 150,000 | $ 150,000 | $ 150,000 | |||
Fixed interest rate (as a percent) | 1.77% | 1.77% | 1.77% | |||
Cash flow hedges | Interest rate swaps | ||||||
Derivative [Line Items] | ||||||
Number of instruments | instrument | 8 | 11 | 8 | 8 | ||
Amount expected to be reclassified to interest expense over the next 12 months | $ 10,927 | |||||
Notional | 470,000 | $ 720,000 | $ 470,000 | $ 470,000 | ||
Fair value of derivative liability | $ 34,804 | 12,288 | 34,804 | 34,804 | ||
Interest expense | $ 21,941 | $ 25,084 | $ 58,347 | $ 59,877 | ||
Cash flow hedges | Two $100,000 interest rate swaps maturing in 2023 | ||||||
Derivative [Line Items] | ||||||
Number of instruments | instrument | 2 | 2 | 2 | |||
Notional | $ 200,000 | $ 200,000 | $ 200,000 | |||
Fixed interest rate (as a percent) | 2.85% | 2.85% | 2.85% | |||
Cash flow hedges | Three $40,000 interest rate swaps maturing in 2024 | ||||||
Derivative [Line Items] | ||||||
Number of instruments | instrument | 3 | 3 | 3 | |||
Notional | $ 120,000 | $ 120,000 | $ 120,000 | |||
Fixed interest rate (as a percent) | 1.68% | 1.68% | 1.68% | |||
Cash flow hedges | Three $50,000 interest rate swaps maturing in 2026 | ||||||
Derivative [Line Items] | ||||||
Number of instruments | instrument | 3 | 3 | 3 | |||
Notional | $ 150,000 | $ 150,000 | $ 150,000 | |||
Fixed interest rate (as a percent) | 1.77% | 1.77% | 1.77% | |||
Cash flow hedges | Two $100,000 and one $50,000 interest rate swaps maturing in 2021 | ||||||
Derivative [Line Items] | ||||||
Number of instruments | instrument | 3 | 3 | 3 | |||
Notional | $ 250,000 | $ 250,000 | $ 250,000 | |||
Fair value of derivative liability | $ 1,699 | 1,699 | $ 1,699 | |||
Interest expense | 451 | |||||
LIBOR | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Two $100,000 interest rate swaps maturing in 2023 | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Three $40,000 interest rate swaps maturing in 2024 | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Three $50,000 interest rate swaps maturing in 2026 | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
LIBOR | Cash flow hedges | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | one-month floating rate LIBOR | |||||
Unsecured credit facility term loan due 2021 | ||||||
Derivative [Line Items] | ||||||
Repayment of unsecured term loan | $ 250,000 | |||||
Unsecured credit facility term loan due 2021 | Two $100,000 and one $50,000 interest rate swaps maturing in 2021 | ||||||
Derivative [Line Items] | ||||||
Notional | $ 250,000 | |||||
Fixed interest rate (as a percent) | 2.00% | |||||
Unsecured credit facility term loan due 2021 | LIBOR | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR | |||||
Unsecured credit facility term loan due 2021 | LIBOR | Two $100,000 and one $50,000 interest rate swaps maturing in 2021 | ||||||
Derivative [Line Items] | ||||||
Reference rate for variable interest rate | LIBOR |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swaps Designated as Cash Flow Hedges (Details) - Interest rate swaps - Cash flow hedges $ in Thousands | Sep. 30, 2020USD ($)instrument | Dec. 31, 2019USD ($)instrument |
Derivative [Line Items] | ||
Number of instruments | instrument | 8 | 11 |
Notional | $ | $ 470,000 | $ 720,000 |
Derivatives - Estimated Fair Va
Derivatives - Estimated Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Interest rate swaps | Cash flow hedges | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative liability | $ 34,804 | $ 12,288 |
Derivatives - Effect on Stateme
Derivatives - Effect on Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Derivative Instruments, (Gain) Loss [Line Items] | ||||
Interest expense presented in the Statements of Operations in which the effects of cash flow hedges are recorded | $ 21,941 | $ 25,084 | $ 58,347 | $ 59,877 |
Interest rate swaps | Cash flow hedges | ||||
Derivative Instruments, (Gain) Loss [Line Items] | ||||
Amount of loss recognized in other comprehensive income on derivative | 492 | 7,159 | 31,446 | 16,760 |
Amount of loss (gain) reclassified from AOCI into income | 3,616 | 7 | 7,682 | (213) |
Interest expense presented in the Statements of Operations in which the effects of cash flow hedges are recorded | $ 21,941 | $ 25,084 | $ 58,347 | $ 59,877 |
Equity (Details)
Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Equity, Class of Treasury Stock [Line Items] | ||
Maximum authorized amount for stock repurchases | $ 500,000 | |
Remaining authorized repurchase amount | $ 189,105 | |
2015 Share Repurchase Program | ||
Equity, Class of Treasury Stock [Line Items] | ||
Number of common shares repurchased | 0 | 0 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Numerator: | |||||||
Net (loss) income attributable to common shareholders | $ (2,288) | $ (28,153) | $ 12,722 | $ 16,225 | |||
Earnings allocated to unvested restricted shares | 0 | (105) | (244) | (295) | |||
Net (loss) income attributable to common shareholders excluding amounts attributable to unvested restricted shares | $ (2,288) | $ (28,258) | $ 12,478 | $ 15,930 | |||
Denominator for (loss) earnings per common share – basic: | |||||||
Weighted average number of common shares outstanding | 213,385 | 212,995 | 213,312 | 212,932 | |||
Effect of dilutive securities: | |||||||
Stock options | 0 | 0 | 0 | 0 | |||
RSUs | 0 | 0 | 0 | 124 | |||
Denominator for (loss) earnings per common share – diluted: | |||||||
Weighted average number of common and common equivalent shares outstanding | 213,385 | 212,995 | 213,312 | 213,056 | |||
Earnings Per Share, Other Disclosures | |||||||
Weighted average number of shares of restricted common stock | 868 | 661 | 790 | 641 | |||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | |||||||
Number of options outstanding | 16 | 22 | 16 | 22 | 16 | 22 | |
Weighted average exercise price of outstanding options (in dollars per share) | $ 15.87 | $ 17.34 | $ 15.87 | $ 17.34 | $ 15.87 | $ 17.34 | |
Weighted average number of RSUs | 974 | 839 | 972 | 836 | |||
Restricted shares | |||||||
Earnings Per Share, Other Disclosures | |||||||
Unvested restricted common stock | 868 | 660 | 868 | 660 | 868 | 660 | 535 |
Stock options | |||||||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | |||||||
Number of outstanding options that would be anti-dilutive | 16 | 18 | |||||
Weighted average exercise price of outstanding options excluded from diluted EPS calculation (in dollars per share) | $ 15.87 | $ 18.58 | |||||
RSUs | |||||||
Earnings Per Share, Other Disclosures | |||||||
Unvested restricted common stock | 974 | 974 | 974 | 839 | |||
Antidilutive Securities Excluded from Computation of Earnings per Share [Line Items] | |||||||
Number of RSUs eligible for future conversion | 974 | 839 | 974 | 839 | 974 | 839 |
Provision for Impairment of I_3
Provision for Impairment of Investment Properties - Impairment Indicators (Details) - property | Sep. 30, 2020 | Sep. 30, 2019 |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Number of properties for which indicators of impairment were identified | 3 | 2 |
Number of properties for which an impairment charge was recorded | 1 | 1 |
Number of properties held for sale with impairment indicators but not impaired | 0 | 0 |
Remaining properties with impairment indicators but not impaired | 2 | 1 |
Weighted average percentage by which projected undiscounted cash flows exceeded carrying value for remaining properties | 141.00% | 20.00% |
Number of properties with impairment indicators which were subsequently sold | 1 |
Provision for Impairment of I_4
Provision for Impairment of Investment Properties - Impairment Charges (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($)ft² | Sep. 30, 2020USD ($)ft² | Sep. 30, 2019USD ($)ft² | Dec. 31, 2019USD ($) | |
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Provision for impairment of investment properties | $ 2,279 | $ 11,177 | $ 2,625 | $ 11,177 | $ 12,298 |
Estimated fair value of impaired properties as of impairment date | $ 14,144 | $ 5,300 | |||
King Philip's Crossing | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Square footage | ft² | 105,900 | 105,900 | |||
Provision for impairment of investment properties | $ 346 | ||||
Streets of Yorktown | |||||
Impaired Long-Lived Assets Held and Used [Line Items] | |||||
Square footage | ft² | 85,200 | 85,200 | 85,200 | 85,200 | |
Provision for impairment of investment properties | $ 2,279 | $ 11,177 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Financial liabilities: | ||
Mortgages payable, net | $ 92,075 | $ 94,155 |
Unsecured notes payable, net | 1,185,479 | 796,247 |
Unsecured term loans, net | 467,391 | 716,523 |
Unsecured revolving line of credit | 0 | 18,000 |
Carrying Value | ||
Financial liabilities: | ||
Mortgages payable, net | 92,075 | 94,155 |
Unsecured notes payable, net | 1,185,479 | 796,247 |
Unsecured term loans, net | 467,391 | 716,523 |
Unsecured revolving line of credit | 0 | 18,000 |
Derivative liability | 34,804 | 12,288 |
Fair Value | ||
Financial liabilities: | ||
Mortgages payable, net | 94,078 | 98,082 |
Unsecured notes payable, net | 1,205,002 | 822,883 |
Unsecured term loans, net | 458,788 | 720,000 |
Unsecured revolving line of credit | 0 | 18,000 |
Derivative liability | $ 34,804 | $ 12,288 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring Fair Value Measurements (Details) - Recurring Fair Value Measurements - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 34,804 | $ 12,288 |
Fair value, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 34,804 | $ 12,288 |
Fair Value Measurements - Nonre
Fair Value Measurements - Nonrecurring Fair Value Measurements (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Provision for impairment | $ 2,279 | $ 11,177 | $ 2,625 | $ 11,177 | $ 12,298 |
Nonrecurring Fair Value Measurements | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of investment property | 2,500 | 2,500 | 16,944 | ||
Provision for impairment | 2,279 | ||||
Nonrecurring Fair Value Measurements | Fair value, Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of investment property | 11,644 | ||||
Nonrecurring Fair Value Measurements | Fair Value, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of investment property | $ 2,500 | $ 2,500 | $ 5,300 | ||
Weighted average | Discount rate | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Input for measuring investment property | 0.0689 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Disclosures (Details) $ in Thousands | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Mortgages payable, net | $ 92,075 | $ 94,155 |
Unsecured notes payable, net | 1,185,479 | 796,247 |
Unsecured term loans, net | 467,391 | 716,523 |
Unsecured revolving line of credit | 0 | 18,000 |
Fair Value, Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unsecured notes payable, net | 750,908 | 255,965 |
Fair Value, Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Mortgages payable, net | 94,078 | 98,082 |
Unsecured notes payable, net | 454,094 | 566,918 |
Unsecured term loans, net | 458,788 | 720,000 |
Unsecured revolving line of credit | 0 | 18,000 |
Fair Value, Total | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Mortgages payable, net | 94,078 | 98,082 |
Unsecured notes payable, net | 1,205,002 | 822,883 |
Unsecured term loans, net | 458,788 | 720,000 |
Unsecured revolving line of credit | 0 | 18,000 |
Unsecured notes payable | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unsecured notes payable, net | $ 1,200,000 | $ 800,000 |
Discount rate | Unsecured revolving line of credit | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Input for measuring debt | 0.0165 | 0.0105 |
Minimum | Discount rate | Mortgages payable | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Input for measuring debt | 0.037 | 0.032 |
Maximum | Discount rate | Mortgages payable | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Input for measuring debt | 0.042 | 0.036 |
Weighted average | Discount rate | Unsecured notes payable | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Input for measuring debt | 0.0440 | 0.0379 |
Weighted average | Discount rate | Unsecured term loans | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Input for measuring debt | 0.0193 | 0.0126 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Sep. 30, 2020USD ($)property | Sep. 30, 2020USD ($)property | Sep. 30, 2019USD ($) |
Commitments and Contingencies [Line Items] | |||
Amount of letters of credit outstanding | $ 291 | $ 291 | |
Number of properties with letters of credit | property | 1 | 1 | |
Aggregate proceeds, net | $ 11,369 | $ 44,656 | |
Circle East | |||
Commitments and Contingencies [Line Items] | |||
Redevelopment costs incurred | $ 24,915 | 24,915 | |
Circle East | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 42,000 | 42,000 | |
Circle East | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 44,000 | 44,000 | |
One Loudoun Downtown - Pads G & H | |||
Commitments and Contingencies [Line Items] | |||
Redevelopment costs incurred | 53,441 | 53,441 | |
One Loudoun Downtown - Pads G & H | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 125,000 | 125,000 | |
One Loudoun Downtown - Pads G & H | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 135,000 | 135,000 | |
The Shoppes at Quarterfield | |||
Commitments and Contingencies [Line Items] | |||
Redevelopment costs incurred | 2,003 | 2,003 | |
The Shoppes at Quarterfield | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 9,000 | 9,000 | |
The Shoppes at Quarterfield | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 10,000 | 10,000 | |
Southlake Town Square - Pad | |||
Commitments and Contingencies [Line Items] | |||
Redevelopment costs incurred | 952 | 952 | |
Southlake Town Square - Pad | Minimum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 2,000 | 2,000 | |
Southlake Town Square - Pad | Maximum | |||
Commitments and Contingencies [Line Items] | |||
Net estimated redevelopment costs | 2,500 | $ 2,500 | |
Circle East, air rights | |||
Commitments and Contingencies [Line Items] | |||
Aggregate proceeds, net | $ 11,820 |
Litigation (Details)
Litigation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Litigation Disclosure [Abstract] | |||||
Gain on litigation settlement | $ 0 | $ 6,100 | $ 0 | $ 6,100 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Nov. 03, 2020$ / shares | |
Subsequent events | Class A common stock | |
Subsequent Event [Line Items] | |
Dividends paid to common shareholders (in dollars per share) | $ 0.05 |