Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | FEDERAL REALTY INVESTMENT TRUST | |
Entity Central Index Key | 34,903 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 71,426,313 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Operating (including $1,206,112 and $1,192,336 of consolidated variable interest entities, respectively) | $ 5,951,546 | $ 5,630,771 |
Construction-in-progress | 506,843 | 433,635 |
Real estate, at cost, total | 6,458,389 | 6,064,406 |
Less accumulated depreciation and amortization (including $192,445 and $176,057 of consolidated variable interest entities, respectively) | (1,651,549) | (1,574,041) |
Net real estate | 4,806,840 | 4,490,365 |
Cash and cash equivalents | 18,622 | 21,046 |
Accounts and notes receivable, net | 114,431 | 110,402 |
Mortgage notes receivable, net | 41,618 | 41,618 |
Investment in real estate partnerships | 9,807 | 41,546 |
Prepaid expenses and other assets | 197,150 | 191,582 |
TOTAL ASSETS | 5,188,468 | 4,896,559 |
Liabilities | ||
Mortgages payable (including $443,766 and $448,315 of consolidated variable interest entities, respectively) | 476,155 | 481,084 |
Capital lease obligations | 71,605 | 71,620 |
Notes payable | 383,582 | 341,961 |
Senior notes and debentures | 1,733,611 | 1,732,551 |
Accounts payable and accrued expenses | 171,982 | 146,532 |
Dividends payable | 67,931 | 66,338 |
Security deposits payable | 15,868 | 15,439 |
Other liabilities and deferred credits | 118,646 | 121,787 |
Total liabilities | 3,039,380 | 2,977,312 |
Commitments and contingencies (Note 6) | ||
Redeemable noncontrolling interests | 126,102 | 137,316 |
Shareholders’ equity | ||
Preferred shares, authorized 15,000,000 shares, $.01 par: 5.417% Series 1 Cumulative Convertible Preferred Shares, (stated at liquidation preference $25 per share), 399,896 shares issued and outstanding | 9,997 | 9,997 |
Common shares of beneficial interest, $.01 par, 100,000,000 shares authorized, 71,417,253 and 69,493,392 shares issued and outstanding, respectively | 716 | 696 |
Additional paid-in capital | 2,645,984 | 2,381,867 |
Accumulated dividends in excess of net income | (725,665) | (724,701) |
Accumulated other comprehensive loss | (7,293) | (4,110) |
Total shareholders’ equity of the Trust | 1,923,739 | 1,663,749 |
Noncontrolling interests | 99,247 | 118,182 |
Total shareholders’ equity | 2,022,986 | 1,781,931 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 5,188,468 | $ 4,896,559 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Statement of Financial Position [Abstract] | ||
Operating real estate, consolidated variable interest entities | $ 1,206,112 | $ 1,192,336 |
Accumulated depreciation and amortization, consolidated variable interest entities | 192,445 | 176,057 |
Mortgages payable, consolidated variable interest entities | $ 443,766 | $ 448,315 |
Preferred shares, authorized | 15,000,000 | 15,000,000 |
Preferred shares, par value | $ 0.01 | $ 0.01 |
Series 1 Cumulative Convertible Preferred Shares Interest Rate | 5.417% | 5.417% |
Preferred Shares, 5.417% Series 1 Cumulative Convertible liquidation preference | $ 25 | $ 25 |
Preferred shares, shares issued | 399,896 | 399,896 |
Preferred shares, shares outstanding | 399,896 | 399,896 |
Common shares of beneficial interest, par value | $ 0.01 | $ 0.01 |
Common shares of beneficial interest, shares authorized | 100,000,000 | 100,000,000 |
Common shares of beneficial interest, shares issued | 71,417,253 | 69,493,392 |
Common shares of beneficial interest, shares outstanding | 71,417,253 | 69,493,392 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
REVENUE | ||||
Rental income | $ 192,935 | $ 175,884 | $ 388,243 | $ 357,050 |
Other property income | 3,488 | 4,420 | 5,800 | 6,885 |
Mortgage interest income | 1,558 | 1,157 | 2,282 | 2,318 |
Total revenue | 197,981 | 181,461 | 396,325 | 366,253 |
EXPENSES | ||||
Rental expenses | 36,978 | 32,623 | 79,797 | 74,062 |
Real estate taxes | 23,397 | 20,667 | 46,191 | 41,061 |
General and administrative | 9,036 | 9,299 | 17,046 | 18,152 |
Depreciation and amortization | 48,435 | 42,671 | 96,234 | 84,655 |
Total operating expenses | 117,846 | 105,260 | 239,268 | 217,930 |
OPERATING INCOME | 80,135 | 76,201 | 157,057 | 148,323 |
Other interest income | 77 | 74 | 180 | 103 |
Interest expense | (23,101) | (23,445) | (46,830) | (47,613) |
Early extinguishment of debt | 0 | (19,072) | 0 | (19,072) |
Income from real estate partnerships | 0 | 406 | 41 | 626 |
INCOME FROM CONTINUING OPERATIONS | 57,111 | 34,164 | 110,448 | 82,367 |
Gain on change in control of interests and sale of real estate | 1,787 | 11,509 | 27,513 | 11,509 |
NET INCOME | 58,898 | 45,673 | 137,961 | 93,876 |
Net income attributable to noncontrolling interests | (2,957) | (2,041) | (5,065) | (4,058) |
NET INCOME ATTRIBUTABLE TO THE TRUST | 55,941 | 43,632 | 132,896 | 89,818 |
Dividends on preferred shares | (135) | (135) | (271) | (271) |
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS | $ 55,806 | $ 43,497 | $ 132,625 | $ 89,547 |
EARNINGS PER COMMON SHARE, BASIC | ||||
Continuing operations | $ 0.78 | $ 0.46 | $ 1.50 | $ 1.13 |
Gain on change in control of interests and sale of real estate, net | 0.01 | 0.17 | 0.38 | 0.17 |
Earnings per common share, basic | $ 0.79 | $ 0.63 | $ 1.88 | $ 1.30 |
Weighted average number of common shares, basic | 70,797 | 68,531 | 70,270 | 68,449 |
EARNINGS PER COMMON SHARE, DILUTED | ||||
Continuing operations | $ 0.77 | $ 0.46 | $ 1.50 | $ 1.13 |
Gain on change in control of interests and sale of real estate, net | 0.01 | 0.17 | 0.38 | 0.17 |
Earnings per common share, diluted | $ 0.78 | $ 0.63 | $ 1.88 | $ 1.30 |
Weighted average number of common shares, diluted | 70,974 | 68,713 | 70,451 | 68,638 |
COMPREHENSIVE INCOME | $ 58,490 | $ 46,740 | $ 134,778 | $ 92,482 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST | $ 55,533 | $ 44,699 | $ 129,713 | $ 88,424 |
Consolidated Statement Of Share
Consolidated Statement Of Shareholders' Equity - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Preferred Shares | Common shares | Additional Paid-in Capital | Accumulated Dividends in Excess of Net Income | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2015 | 399,896 | 69,493,392 | |||||
Beginning balance at Dec. 31, 2015 | $ 1,781,931 | $ 9,997 | $ 696 | $ 2,381,867 | $ (724,701) | $ (4,110) | $ 118,182 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income, excluding $1,411 attributable to redeemable noncontrolling interests | 136,550 | 132,896 | 3,654 | ||||
Other comprehensive loss - change in value of interest rate swaps | (3,183) | (3,183) | |||||
Dividends declared to common shareholders | (133,589) | (133,589) | |||||
Dividends declared to preferred shareholders | (271) | (271) | |||||
Distributions declared to noncontrolling interests | (4,505) | (4,505) | |||||
Common shares issued (in shares) | 1,603,685 | ||||||
Common shares issued | 240,836 | $ 16 | 240,820 | ||||
Exercise of stock options (in shares) | 50,881 | ||||||
Exercise of stock options | 4,175 | $ 0 | 4,175 | ||||
Shares issued under dividend reinvestment plan (in shares) | 8,331 | ||||||
Shares issued under dividend reinvestment plan | 1,257 | 1,257 | |||||
Share-based compensation expense, net of forfeitures (in shares) | 125,484 | ||||||
Share-based compensation expense, net of forfeitures | 6,052 | $ 2 | 6,050 | ||||
Shares withheld for employee taxes (in shares) | (30,160) | ||||||
Shares withheld for employee taxes | (4,371) | (4,371) | |||||
Conversion and redemption of OP units (in shares) | 165,640 | ||||||
Conversion and redemption of OP units | 0 | $ 2 | 18,162 | 18,164 | |||
Contributions from noncontrolling interests | 80 | 80 | |||||
Adjustment to redeemable noncontrolling interests | (1,976) | (1,976) | |||||
Ending balance (in shares) at Jun. 30, 2016 | 399,896 | 71,417,253 | |||||
Ending balance at Jun. 30, 2016 | $ 2,022,986 | $ 9,997 | $ 716 | $ 2,645,984 | $ (725,665) | $ (7,293) | $ 99,247 |
Consolidated Statement Of Shar6
Consolidated Statement Of Shareholders' Equity (Parentheticals) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net income attributable to redeemable noncontrolling interests | $ 1,411 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net income | $ 137,961 | $ 93,876 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 96,234 | 84,655 |
Gain on change in control of interests and sale of real estate | (27,513) | (11,509) |
Early extinguishment of debt | 0 | 19,072 |
Income from real estate partnerships | (41) | (626) |
Other, net | 278 | 1,825 |
Changes in assets and liabilities, net of effects of acquisitions and dispositions: | ||
Decrease (increase) in accounts receivable | 935 | (7,765) |
(Increase) decrease in prepaid expenses and other assets | (1,075) | 3,724 |
Decrease in accounts payable and accrued expenses | (3,939) | (12,620) |
(Decrease) increase in security deposits and other liabilities | (3,604) | 3,016 |
Net cash provided by operating activities | 199,236 | 173,648 |
INVESTING ACTIVITIES | ||
Acquisition of real estate | (129,770) | (108,919) |
Capital expenditures - development and redevelopment | (142,091) | (124,916) |
Capital expenditures - other | (23,594) | (20,745) |
Proceeds from sale of real estate | 0 | 45,821 |
Investment in real estate partnerships | (2,064) | (149) |
Distribution from real estate partnership in excess of earnings | 3,800 | 0 |
Leasing costs | (7,188) | (8,045) |
Repayment of mortgage and other notes receivable, net | 5 | 602 |
Net cash used in investing activities | (300,902) | (216,351) |
FINANCING ACTIVITIES | ||
Net borrowings under revolving credit facility, net of costs | 41,500 | 106,500 |
Issuance of senior notes, net of costs | 0 | 208,644 |
Redemption and retirement of senior notes | 0 | (219,228) |
Repayment of mortgages, capital leases and notes and other payables | (37,233) | (13,337) |
Issuance of common shares, net of costs | 245,221 | 58,007 |
Dividends paid to common and preferred shareholders | (131,076) | (118,721) |
Distributions to and redemptions of noncontrolling interests | (6,147) | (4,938) |
Redemption of redeemable noncontrolling interests | (13,023) | 0 |
Net cash provided by financing activities | 99,242 | 16,927 |
Decrease in cash and cash equivalents | (2,424) | (25,776) |
Cash and cash equivalents at beginning of year | 21,046 | 47,951 |
Cash and cash equivalents at end of period | $ 18,622 | $ 22,175 |
Business And Organization
Business And Organization | 6 Months Ended |
Jun. 30, 2016 | |
Nature Of Operations [Abstract] | |
BUSINESS AND ORGANIZATION | BUSINESS AND ORGANIZATION Federal Realty Investment Trust (the “Trust”) is an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of retail and mixed-use properties. Our properties are located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Mid-Atlantic and Northeast regions of the United States, California, and South Florida. As of June 30, 2016 , we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 96 predominantly retail real estate projects. We operate in a manner intended to enable us to qualify as a REIT for federal income tax purposes. A REIT that distributes at least 90% of its taxable income to its shareholders each year and meets certain other conditions is not taxed on that portion of its taxable income which is distributed to its shareholders. Therefore, federal income taxes on our taxable income have been and are generally expected to be immaterial. We are obligated to pay state taxes, generally consisting of franchise or gross receipts taxes in certain states. Such state taxes also have not been material. |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Our consolidated financial statements include the accounts of the Trust, its corporate subsidiaries, and all entities in which the Trust has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). The equity interests of other investors are reflected as noncontrolling interests or redeemable noncontrolling interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in joint ventures, which we do not control, using the equity method of accounting. Certain 2015 amounts have been reclassified to conform to current period presentation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases requiring significantly more leasing related costs to be expensed upfront. ASU 2016-02 is effective for us in the first quarter of 2019, and we are currently assessing the impact of this standard to our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08 as an amendment to ASU 2014-09, "Revenue from Contracts with Customers." The amendment clarifies how to identify the unit of accounting for the principal versus agent evaluation, how to apply the control principle to certain types of arrangements, such as service transactions, and reframed the indicators in the guidance to focus on evidence that an entity is acting as a principal rather than as an agent. We are currently assessing the impact of this standard to our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation." ASU 2016-09 simplifies the accounting for share-based payment transactions, including a policy election option with respect to accounting for forfeitures either as they occur or estimating forfeitures (as is currently required), as well as increasing the amount an employer can withhold to cover income taxes on equity awards. ASU 2016-09 is effective for us in the first quarter of 2017, and we are currently assessing the impact of this standard to our consolidated financial statements. In April 2016 and May 2016, the FASB issued ASU 2016-10 and ASU 2016-12, respectively, "Revenue from Contracts with Customers." ASU 2016-10 clarifies the existing guidance on identifying performance obligations and licensing implementation. ASU 2016-12 adds practical expedients related to the transition for contract modifications and further defines a completed contract, clarifies the objective of the collectability assessment and how revenue is recognized if collectability is not probable, and when non-cash considerations should be measured. We are currently assessing the impact of these standards to our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses." ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, requiring the use of an "expected credit loss" model and adding more disclosure requirements. ASU 2016-13 is effective for us in the first quarter of 2020, and we are currently assessing the impact of this standard to our consolidated financial statements. Recently Adopted Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis." ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable or voting interest entities, eliminates the presumption that the general partner should consolidate a limited partnership, modifies the consolidation analysis for reporting entities that are involved in variable interest entities, particularly those that have fee arrangements and related party relationships, and provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that operate as registered money market funds. We adopted the standard effective January 1, 2016, and as a result, partnerships controlling ten properties (previously consolidated as voting interest entities) are now considered to be variable interest entities. As we have the obligation to absorb losses and the right to receive benefits and control the activities that most significantly impact the economic performance of these entities, we are the primary beneficiary and we will continue to consolidate each of these entities. Net real estate assets of $566.1 million and mortgage payables of $194.9 million are included in our consolidated balance sheet at January 1, 2016 for these newly classified variable interest entities. In addition, our equity method investment in the Pike & Rose hotel joint venture is now considered a variable interest in a variable interest entity. As we do not control the activities that most significantly impact the economic performance of the joint venture, we are not the primary beneficiary and do not consolidate. Our investment in the joint venture was $6.6 million at January 1, 2016, and our maximum exposure to loss, which includes contributions to date and our remaining required contribution to complete construction of the hotel is approximately $13.5 million . In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, rather than classified as an asset. Recognition and measurement of debt issuance costs are not affected. Subsequently, in August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements," which allows an entity to present the costs related to securing a line-of credit arrangement as an asset, regardless of whether there are any outstanding borrowings. We adopted the standards effective January 1, 2016 and have adjusted our balance sheet presentation in both periods to reflect the net debt issuance costs as a reduction of the respective liability. The adoption resulted in a $15.2 million decrease to total assets and liabilities at December 31, 2015, for this reclassification. Debt issuance costs related to our revolving credit facility continue to be classified as an asset and are included in "prepaids and other assets" in our consolidated balance sheet. Consolidated Statements of Cash Flows—Supplemental Disclosures The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows: Six Months Ended June 30, 2016 2015 (In thousands) SUPPLEMENTAL DISCLOSURES: Total interest costs incurred $ 54,803 $ 57,156 Interest capitalized (7,973 ) (9,543 ) Interest expense $ 46,830 $ 47,613 Cash paid for interest, net of amounts capitalized (1) $ 45,577 $ 71,832 Cash paid for income taxes $ 250 $ 222 NON-CASH INVESTING AND FINANCING TRANSACTIONS: Mortgage loans assumed with acquisition $ 34,385 $ 18,666 DownREIT operating partnership units redeemed for common shares $ 18,164 $ 4,115 DownREIT operating partnership units issued with acquisition $ — $ 7,742 Shares issued under dividend reinvestment plan $ 1,047 $ 983 (1) 2015 includes $19.2 million related to early extinguishment of debt. |
Real Estate
Real Estate | 6 Months Ended |
Jun. 30, 2016 | |
Real Estate [Abstract] | |
REAL ESTATE | REAL ESTATE As of December 31, 2015 , we had a joint venture arrangement (the “Partnership”) with affiliates of a discretionary fund created and advised by Clarion Partners (“Clarion”). We owned 30% of the equity in the Partnership and Clarion owned 70% . The Partnership owned six retail real estate properties and we accounted for our interest in the Partnership using the equity method. On January 13, 2016 , we acquired Clarion's 70% interest in the Partnership for $153.7 million , which included the payment of $130 million of cash and the assumption of mortgage loans totaling $34.4 million . As a result of the transaction, we gained control of the six underlying properties and, effective January 13, 2016, have consolidated the properties. We also recognized a gain on acquisition of the controlling interest of $25.7 million related to the difference between the carrying value and fair value of the previously held equity interest. Approximately $7.3 million and $4.9 million of net assets acquired were allocated to other assets for "above market leases," and other liabilities for "below market leases," respectively. We incurred $0.2 million of acquisition costs, of which $0.1 million were incurred in 2016 and included in "general and administrative expense" for the six months ended June 30, 2016 . On May 12, 2016 , an unconsolidated joint venture that we hold an interest in sold a building in Coconut Grove, Florida. Our share of the gain, net of noncontrolling interests, was $0.7 million . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Instruments [Abstract] | |
DEBT | DEBT On January 13, 2016, in connection with the acquisition of our partner's 70% interest in our unconsolidated real estate partnership, we assumed interest only mortgage loans with a face amount of $34.4 million and a fair value of $34.7 million . These mortgage loans had a weighted average interest rate of 5.95% and were repaid at par on April 1, 2016 . On April 20, 2016 , we upsized our $600.0 million revolving credit facility to $800.0 million and extended the maturity date to April 20, 2020 , subject to two six-month extensions at our option. Under the amended credit facility, the spread over LIBOR is 82.5 basis points based on our credit rating as of April 20, 2016 . In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.5 billion . During the three and six months ended June 30, 2016 , the maximum amount of borrowings outstanding under our revolving credit facility was $171.0 million and $251.5 million , respectively, and the weighted average interest rate, before amortization of debt fees, was 1.3% for both periods. During the three and six months ended June 30, 2016 , the weighted average borrowings outstanding were $137.3 million and $150.3 million , respectively. At June 30, 2016 , the outstanding balance was $95.0 million . Our revolving credit facility, term loan and certain notes require us to comply with various financial covenants, including the maintenance of minimum shareholders’ equity and debt coverage ratios and a maximum ratio of debt to net worth. As of June 30, 2016 , we were in compliance with all debt covenants. |
Fair Value Of Financial Instrum
Fair Value Of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows: June 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Mortgages and notes payable $ 859,737 $ 875,724 $ 823,045 $ 833,931 Senior notes and debentures $ 1,733,611 $ 1,860,202 $ 1,732,551 $ 1,786,758 As of June 30, 2016 , we have two interest rate swap agreements with a notional amount of $275.0 million that are measured at fair value on a recurring basis. The interest rate swap agreements fix the variable portion of our $275.0 million term loan at 1.72% through November 1, 2018. We assess effectiveness of our cash flow hedges both at inception and on an ongoing basis. The effective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into interest expense as interest is incurred on the related variable rate debt. Within the next 12 months, we expect to reclassify an estimated $3.4 million as an increase to interest expense. Our cash flow hedges become ineffective if critical terms of the hedging instrument and the debt instrument do not perfectly match such as notional amounts, settlement dates, reset dates, calculation period and LIBOR rate. In addition, we evaluate the default risk of the counterparty by monitoring the credit-worthiness of the counterparty. When ineffectiveness exists, the ineffective portion of changes in fair value of the interest rate swaps associated with our cash flow hedges is recognized in earnings in the period affected. Hedge ineffectiveness has not impacted earnings as of June 30, 2016 , and we do not anticipate it will have a significant effect in the future. The fair values of the interest rate swap agreements are based on the estimated amounts we would receive or pay to terminate the contracts at the reporting date and are determined using interest rate pricing models and interest rate related observable inputs. The fair value of our swaps at June 30, 2016 was a liability of $7.3 million and is included in "accounts payable and accrued expenses" on our consolidated balance sheet. For the three and six months ended June 30, 2016 , the change in valuation on our interest rate swaps resulted in a $0.4 million and a $3.2 million increase in our derivative liability, respectively, (including $0.9 million and $1.8 million , respectively, reclassified from other comprehensive loss to interest expense). The change in valuation on our interest rate swaps is included in "accumulated other comprehensive loss." A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows: June 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Interest rate swaps $ — $ 7,293 $ — $ 7,293 $ — $ 4,110 $ — $ 4,110 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES We are sometimes involved in lawsuits, warranty claims, and environmental matters arising in the ordinary course of business. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters. We are currently a party to various legal proceedings. We accrue a liability for litigation if an unfavorable outcome is probable and the amount of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, we accrue the best estimate within the range; however, if no amount within the range is a better estimate than any other amount, the minimum within the range is accrued. Legal fees related to litigation are expensed as incurred. We do not believe that the ultimate outcome of these matters, either individually or in the aggregate, could have a material adverse effect on our financial position or overall trends in results of operations; however, litigation is subject to inherent uncertainties. Also under our leases, tenants are typically obligated to indemnify us from and against all liabilities, costs and expenses imposed upon or asserted against us (1) as owner of the properties due to certain matters relating to the operation of the properties by the tenant, and (2) where appropriate, due to certain matters relating to the ownership of the properties prior to their acquisition by us. Under the terms of certain partnership agreements, the partners have the right to exchange their operating partnership units for cash or the same number of our common shares, at our option. A total of 768,765 downREIT operating partnership units are outstanding which have a total fair value of $127.3 million , based on our closing stock price on June 30, 2016 . On February 12, 2016 , we acquired the 10% noncontrolling interest of a partnership which owns a project in southern California for $13.0 million , bringing our ownership interest to 100% . |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY The following table provides a summary of dividends declared and paid per share: Six Months Ended June 30, 2016 2015 Declared Paid Declared Paid Common shares $ 1.880 $ 1.880 $ 1.740 $ 1.740 5.417% Series 1 Cumulative Convertible Preferred shares $ 0.677 $ 0.677 $ 0.677 $ 0.677 We have an at the market (“ATM”) equity program in which we may from time to time offer and sell common shares having an aggregate offering price of up to $300.0 million . We intend to use the net proceeds to fund potential acquisition opportunities fund our development and redevelopment pipeline, repay amounts outstanding under our revolving credit facility and/or for general corporate purposes. For the three months ended June 30, 2016 , we issued 383,053 common shares at a weighted average price per share of $156.24 for net cash proceeds of $59.2 million and paid $0.6 million in commissions and less than $0.1 million in additional offering expenses related to the sales of these common shares. For the six months ended June 30, 2016 , we issued 603,616 common shares at a weighted average price per share of $153.24 for net cash proceeds of $91.5 million and paid $0.9 million in commissions and $0.1 million in additional offering expenses related to the sales of these common shares. As of June 30, 2016 , we had the capacity to issue up to $97.7 million in common shares under our ATM equity program. On March 7, 2016 , we issued 1.0 million common shares at $149.43 per share, in an underwritten public offering, for cash proceeds of $149.3 million , net of expenses. |
Components Of Rental Income
Components Of Rental Income | 6 Months Ended |
Jun. 30, 2016 | |
Components Of Rental Income and Expense [Abstract] | |
COMPONENTS OF RENTAL INCOME | COMPONENTS OF RENTAL INCOME The principal components of rental income are as follows: Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 2016 2015 2016 2015 (In thousands) (In thousands) Minimum rents Retail and commercial $ 137,432 $ 125,688 $ 272,018 $ 250,001 Residential 12,141 10,554 23,590 20,941 Cost reimbursement 36,637 33,535 78,439 74,422 Percentage rent 2,482 2,503 5,551 5,267 Other 4,243 3,604 8,645 6,419 Total rental income $ 192,935 $ 175,884 $ 388,243 $ 357,050 Minimum rents include the following: Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 2016 2015 2016 2015 (In millions) (In millions) Straight-line rents $ 2.7 $ 1.8 $ 4.7 $ 3.1 Amortization of above market leases $ (1.7 ) $ (1.0 ) $ (3.6 ) $ (1.9 ) Amortization of below market leases $ 2.1 $ 1.6 $ 4.3 $ 3.2 |
Share-Based Compensation Plans
Share-Based Compensation Plans | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION PLANS | SHARE-BASED COMPENSATION PLANS A summary of share-based compensation expense included in net income is as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Grants of shares and options $ 2,523 $ 2,827 $ 6,052 $ 6,581 Capitalized share-based compensation (325 ) (231 ) (627 ) (448 ) Share-based compensation expense $ 2,198 $ 2,596 $ 5,425 $ 6,133 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE We have calculated earnings per share (“EPS”) under the two-class method. The two-class method is an earnings allocation methodology whereby EPS for each class of common stock and participating securities is calculated according to dividends declared and participation rights in undistributed earnings. For the three months ended June 30, 2016 and 2015 , we had 0.2 million weighted average unvested shares outstanding, which are considered participating securities. For the six months ended June 30, 2016 and 2015 , we had 0.2 million and 0.3 million weighted average unvested shares outstanding, respectively, which are considered participating securities. Therefore, we have allocated our earnings for basic and diluted EPS between common shares and unvested shares; the portion of earnings allocated to the unvested shares is reflected as “earnings allocated to unvested shares” in the reconciliation below. In the dilutive EPS calculation, dilutive stock options were calculated using the treasury stock method consistent with prior periods. There were no anti-dilutive stock options for the three and six months ended June 30, 2016 and 2015 . The conversions of downREIT operating partnership units and 5.417% Series 1 Cumulative Convertible Preferred Shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS. Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 2016 2015 2016 2015 (In thousands, except per share data) NUMERATOR Income from continuing operations $ 57,111 $ 34,164 $ 110,448 $ 82,367 Less: Preferred share dividends (135 ) (135 ) (271 ) (271 ) Less: Net income attributable to noncontrolling interests (1,871 ) (2,041 ) (3,979 ) (4,058 ) Less: Earnings allocated to unvested shares (156 ) (207 ) (364 ) (417 ) Income from continuing operations available for common shareholders 54,949 31,781 105,834 77,621 Gain on change in control of interests and sale of real estate, net 701 11,509 26,427 11,509 Net income available for common shareholders, basic and diluted $ 55,650 $ 43,290 $ 132,261 $ 89,130 DENOMINATOR Weighted average common shares outstanding—basic 70,797 68,531 70,270 68,449 Stock options 177 182 181 189 Weighted average common shares outstanding—diluted 70,974 68,713 70,451 68,638 EARNINGS PER COMMON SHARE, BASIC Continuing operations $ 0.78 $ 0.46 $ 1.50 $ 1.13 Gain on change in control of interests and sale of real estate, net 0.01 0.17 0.38 0.17 $ 0.79 $ 0.63 $ 1.88 $ 1.30 EARNINGS PER COMMON SHARE, DILUTED Continuing operations $ 0.77 $ 0.46 $ 1.50 $ 1.13 Gain on change in control of interests and sale of real estate, net 0.01 0.17 0.38 0.17 $ 0.78 $ 0.63 $ 1.88 $ 1.30 Income from continuing operations attributable to the Trust $ 55,240 $ 32,123 $ 106,469 $ 78,309 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On July 12, 2016 , we issued $250.0 million of fixed rate senior unsecured notes that mature on August 1, 2046 and bear interest at 3.625% . The notes were offered at 97.756% of the principal amount with a yield to maturity of 3.75% . The net proceeds from this note offering after issuance discounts, underwriting fees, and other costs were approximately $241.8 million . |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include the accounts of the Trust, its corporate subsidiaries, and all entities in which the Trust has a controlling interest or has been determined to be the primary beneficiary of a variable interest entity (“VIE”). The equity interests of other investors are reflected as noncontrolling interests or redeemable noncontrolling interests. All significant intercompany transactions and balances are eliminated in consolidation. We account for our interests in joint ventures, which we do not control, using the equity method of accounting. Certain 2015 amounts have been reclassified to conform to current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, referred to as “GAAP,” requires management to make estimates and assumptions that in certain circumstances affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and revenues and expenses. These estimates are prepared using management’s best judgment, after considering past, current and expected events and economic conditions. Actual results could differ from these estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, "Leases." ASU 2016-02 significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases requiring significantly more leasing related costs to be expensed upfront. ASU 2016-02 is effective for us in the first quarter of 2019, and we are currently assessing the impact of this standard to our consolidated financial statements. In March 2016, the FASB issued ASU 2016-08 as an amendment to ASU 2014-09, "Revenue from Contracts with Customers." The amendment clarifies how to identify the unit of accounting for the principal versus agent evaluation, how to apply the control principle to certain types of arrangements, such as service transactions, and reframed the indicators in the guidance to focus on evidence that an entity is acting as a principal rather than as an agent. We are currently assessing the impact of this standard to our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation." ASU 2016-09 simplifies the accounting for share-based payment transactions, including a policy election option with respect to accounting for forfeitures either as they occur or estimating forfeitures (as is currently required), as well as increasing the amount an employer can withhold to cover income taxes on equity awards. ASU 2016-09 is effective for us in the first quarter of 2017, and we are currently assessing the impact of this standard to our consolidated financial statements. In April 2016 and May 2016, the FASB issued ASU 2016-10 and ASU 2016-12, respectively, "Revenue from Contracts with Customers." ASU 2016-10 clarifies the existing guidance on identifying performance obligations and licensing implementation. ASU 2016-12 adds practical expedients related to the transition for contract modifications and further defines a completed contract, clarifies the objective of the collectability assessment and how revenue is recognized if collectability is not probable, and when non-cash considerations should be measured. We are currently assessing the impact of these standards to our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses." ASU 2016-13 changes the impairment model for most financial assets and certain other instruments, requiring the use of an "expected credit loss" model and adding more disclosure requirements. ASU 2016-13 is effective for us in the first quarter of 2020, and we are currently assessing the impact of this standard to our consolidated financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis." ASU 2015-02 modifies the evaluation of whether limited partnerships and similar legal entities are variable or voting interest entities, eliminates the presumption that the general partner should consolidate a limited partnership, modifies the consolidation analysis for reporting entities that are involved in variable interest entities, particularly those that have fee arrangements and related party relationships, and provides a scope exception from consolidation guidance for reporting entities with interests in legal entities that operate as registered money market funds. We adopted the standard effective January 1, 2016, and as a result, partnerships controlling ten properties (previously consolidated as voting interest entities) are now considered to be variable interest entities. As we have the obligation to absorb losses and the right to receive benefits and control the activities that most significantly impact the economic performance of these entities, we are the primary beneficiary and we will continue to consolidate each of these entities. Net real estate assets of $566.1 million and mortgage payables of $194.9 million are included in our consolidated balance sheet at January 1, 2016 for these newly classified variable interest entities. In addition, our equity method investment in the Pike & Rose hotel joint venture is now considered a variable interest in a variable interest entity. As we do not control the activities that most significantly impact the economic performance of the joint venture, we are not the primary beneficiary and do not consolidate. Our investment in the joint venture was $6.6 million at January 1, 2016, and our maximum exposure to loss, which includes contributions to date and our remaining required contribution to complete construction of the hotel is approximately $13.5 million . In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 requires debt issuance costs related to a debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, rather than classified as an asset. Recognition and measurement of debt issuance costs are not affected. Subsequently, in August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements," which allows an entity to present the costs related to securing a line-of credit arrangement as an asset, regardless of whether there are any outstanding borrowings. We adopted the standards effective January 1, 2016 and have adjusted our balance sheet presentation in both periods to reflect the net debt issuance costs as a reduction of the respective liability. The adoption resulted in a $15.2 million decrease to total assets and liabilities at December 31, 2015, for this reclassification. Debt issuance costs related to our revolving credit facility continue to be classified as an asset and are included in "prepaids and other assets" in our consolidated balance sheet. |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Supplemental disclosures related to the Consolidated Statements Of Cash Flows | The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows: Six Months Ended June 30, 2016 2015 (In thousands) SUPPLEMENTAL DISCLOSURES: Total interest costs incurred $ 54,803 $ 57,156 Interest capitalized (7,973 ) (9,543 ) Interest expense $ 46,830 $ 47,613 Cash paid for interest, net of amounts capitalized (1) $ 45,577 $ 71,832 Cash paid for income taxes $ 250 $ 222 NON-CASH INVESTING AND FINANCING TRANSACTIONS: Mortgage loans assumed with acquisition $ 34,385 $ 18,666 DownREIT operating partnership units redeemed for common shares $ 18,164 $ 4,115 DownREIT operating partnership units issued with acquisition $ — $ 7,742 Shares issued under dividend reinvestment plan $ 1,047 $ 983 (1) 2015 includes $19.2 million related to early extinguishment of debt. |
Fair Value Of Financial Instr21
Fair Value Of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Summary of carrying amount and fair value of financial instruments | Except as disclosed below, the carrying amount of our financial instruments approximates their fair value. The fair value of our mortgages payable, notes payable and senior notes and debentures is sensitive to fluctuations in interest rates. Quoted market prices (Level 1) were used to estimate the fair value of our marketable senior notes and debentures and discounted cash flow analysis (Level 2) is generally used to estimate the fair value of our mortgages and notes payable. Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the carrying amount and fair value of our mortgages payable, notes payable and senior notes and debentures is as follows: June 30, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Mortgages and notes payable $ 859,737 $ 875,724 $ 823,045 $ 833,931 Senior notes and debentures $ 1,733,611 $ 1,860,202 $ 1,732,551 $ 1,786,758 |
Summary of financial liabilities measured at fair value on a recurring basis | A summary of our financial liabilities that are measured at fair value on a recurring basis, by level within the fair value hierarchy is as follows: June 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (In thousands) Interest rate swaps $ — $ 7,293 $ — $ 7,293 $ — $ 4,110 $ — $ 4,110 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Summary of dividends declared and paid per share | The following table provides a summary of dividends declared and paid per share: Six Months Ended June 30, 2016 2015 Declared Paid Declared Paid Common shares $ 1.880 $ 1.880 $ 1.740 $ 1.740 5.417% Series 1 Cumulative Convertible Preferred shares $ 0.677 $ 0.677 $ 0.677 $ 0.677 |
Components Of Rental Income (Ta
Components Of Rental Income (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Components Of Rental Income and Expense [Abstract] | |
Principal components of rental income | The principal components of rental income are as follows: Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 2016 2015 2016 2015 (In thousands) (In thousands) Minimum rents Retail and commercial $ 137,432 $ 125,688 $ 272,018 $ 250,001 Residential 12,141 10,554 23,590 20,941 Cost reimbursement 36,637 33,535 78,439 74,422 Percentage rent 2,482 2,503 5,551 5,267 Other 4,243 3,604 8,645 6,419 Total rental income $ 192,935 $ 175,884 $ 388,243 $ 357,050 |
Minimum rents | Minimum rents include the following: Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 2016 2015 2016 2015 (In millions) (In millions) Straight-line rents $ 2.7 $ 1.8 $ 4.7 $ 3.1 Amortization of above market leases $ (1.7 ) $ (1.0 ) $ (3.6 ) $ (1.9 ) Amortization of below market leases $ 2.1 $ 1.6 $ 4.3 $ 3.2 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of share-based compensation expense included in net income | A summary of share-based compensation expense included in net income is as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 (In thousands) Grants of shares and options $ 2,523 $ 2,827 $ 6,052 $ 6,581 Capitalized share-based compensation (325 ) (231 ) (627 ) (448 ) Share-based compensation expense $ 2,198 $ 2,596 $ 5,425 $ 6,133 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | In the dilutive EPS calculation, dilutive stock options were calculated using the treasury stock method consistent with prior periods. There were no anti-dilutive stock options for the three and six months ended June 30, 2016 and 2015 . The conversions of downREIT operating partnership units and 5.417% Series 1 Cumulative Convertible Preferred Shares are anti-dilutive for all periods presented and accordingly, have been excluded from the weighted average common shares used to compute diluted EPS. Three Months Ended Six Months Ended June 30, 2016 June 30, 2016 2016 2015 2016 2015 (In thousands, except per share data) NUMERATOR Income from continuing operations $ 57,111 $ 34,164 $ 110,448 $ 82,367 Less: Preferred share dividends (135 ) (135 ) (271 ) (271 ) Less: Net income attributable to noncontrolling interests (1,871 ) (2,041 ) (3,979 ) (4,058 ) Less: Earnings allocated to unvested shares (156 ) (207 ) (364 ) (417 ) Income from continuing operations available for common shareholders 54,949 31,781 105,834 77,621 Gain on change in control of interests and sale of real estate, net 701 11,509 26,427 11,509 Net income available for common shareholders, basic and diluted $ 55,650 $ 43,290 $ 132,261 $ 89,130 DENOMINATOR Weighted average common shares outstanding—basic 70,797 68,531 70,270 68,449 Stock options 177 182 181 189 Weighted average common shares outstanding—diluted 70,974 68,713 70,451 68,638 EARNINGS PER COMMON SHARE, BASIC Continuing operations $ 0.78 $ 0.46 $ 1.50 $ 1.13 Gain on change in control of interests and sale of real estate, net 0.01 0.17 0.38 0.17 $ 0.79 $ 0.63 $ 1.88 $ 1.30 EARNINGS PER COMMON SHARE, DILUTED Continuing operations $ 0.77 $ 0.46 $ 1.50 $ 1.13 Gain on change in control of interests and sale of real estate, net 0.01 0.17 0.38 0.17 $ 0.78 $ 0.63 $ 1.88 $ 1.30 Income from continuing operations attributable to the Trust $ 55,240 $ 32,123 $ 106,469 $ 78,309 |
Business And Organization (Deta
Business And Organization (Details) | 6 Months Ended |
Jun. 30, 2016project | |
Nature Of Operations [Abstract] | |
Number of real estate properties | 96 |
Minimum percentage of taxable income distributed to shareholders | 90.00% |
Summary Of Significant Accoun27
Summary Of Significant Accounting Policies Recently Adopted Accounting Pronouncements (Details) - USD ($) | Jun. 30, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Mortgages payable of VIEs previously consolidated as voting interest entities | $ 443,766,000 | $ 448,315,000 | |
Pike and Rose Hotel JV | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Investment in variable interest entity | $ 6,600,000 | ||
Maximum exposure to loss in variable interest entity | $ 13,500,000 | ||
Adjustments for New Accounting Pronouncement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Number of variable interest entities previously consolidated as voting interest entities | 10 | ||
Unamortized Debt Issuance Costs | $ 15,200,000 | ||
Adjustments for New Accounting Pronouncement | Previous voting interest entity | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net real estate assets of VIEs previously consolidated as voting interest entities | $ 566,100,000 | ||
Mortgages payable of VIEs previously consolidated as voting interest entities | $ 194,900,000 |
Summary Of Significant Accoun28
Summary Of Significant Accounting Policies Consolidated Statement of Cash Flows - Supplemental Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Accounting Policies [Abstract] | |||||
Total interest costs incurred | $ 54,803 | $ 57,156 | |||
Interest capitalized | (7,973) | (9,543) | |||
Interest expense | $ 23,101 | $ 23,445 | 46,830 | 47,613 | |
Cash paid for interest, net of amounts capitalized (1) | 45,577 | 71,832 | [1] | ||
Cash paid for income taxes | 250 | 222 | |||
Mortgage loans assumed in acquisition | 34,385 | 18,666 | |||
DownREIT operating partnership units redeemed for common shares | 18,164 | 4,115 | |||
DownREIT operating partnership units issued with acquisition | 0 | 7,742 | |||
Shares issued under dividend reinvestment plan | $ 1,047 | 983 | |||
Prepayment premium on senior note | $ 19,200 | ||||
[1] | (1) 2015 includes $19.2 million related to early extinguishment of debt. |
Real Estate (Details)
Real Estate (Details) $ in Thousands | May 12, 2016USD ($) | Jan. 13, 2016USD ($)property | Jun. 30, 2016USD ($)project | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)project | Dec. 31, 2015 |
Significant Acquisitions [Line Items] | ||||||
Number of real estate properties | project | 96 | 96 | ||||
Mortgage loans assumed in acquisition | $ 34,385 | $ 18,666 | ||||
Clarion | ||||||
Significant Acquisitions [Line Items] | ||||||
Ownership Percentage in partnership | 70.00% | |||||
Number of real estate properties | property | 6 | |||||
Purchase price | $ 153,700 | |||||
Cash paid in acquisition | 130,000 | |||||
Mortgage loans assumed in acquisition | 34,400 | |||||
Gain on change in control of interests | 25,700 | |||||
Other Liabilities | Clarion | ||||||
Significant Acquisitions [Line Items] | ||||||
Other assets acquired for below market leases | 4,900 | |||||
Amortization of above market leases | Other Assets | Clarion | ||||||
Significant Acquisitions [Line Items] | ||||||
Other assets acquired for above market leases | $ 7,300 | |||||
General and Administrative Expense | Clarion | ||||||
Significant Acquisitions [Line Items] | ||||||
Acquisition costs incurred | $ 100 | $ 200 | ||||
A building in Coconut Grove, Florida | ||||||
Significant Acquisitions [Line Items] | ||||||
Our share of the gain on sale, net of noncontrolling interests | $ 700 | |||||
Federal Realty Investment Trust/Clarion Partners Partnership | Federal Realty Investment Trust | ||||||
Significant Acquisitions [Line Items] | ||||||
Ownership Percentage in partnership | 30.00% | |||||
Federal Realty Investment Trust/Clarion Partners Partnership | Clarion | ||||||
Significant Acquisitions [Line Items] | ||||||
Ownership Percentage in partnership | 70.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jan. 13, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Apr. 20, 2016 | Mar. 31, 2016 |
Debt Instrument [Line Items] | |||||||
Principal | $ 34,385 | $ 18,666 | |||||
Maximum borrowing capacity under revolving credit facility | $ 800,000 | $ 600,000 | |||||
Line of credit facility, option to increase amount | $ 1,500,000 | ||||||
Maximum amount outstanding under revolving credit facility | $ 171,000 | $ 251,500 | |||||
Weighted average interest rate, before amortization of debt fees | 1.26% | 1.29% | |||||
Weighted average borrowings outstanding | $ 137,300 | $ 150,300 | |||||
Outstanding balance of revolving credit facility | $ 95,000 | $ 95,000 | $ 95,000 | ||||
Clarion | |||||||
Debt Instrument [Line Items] | |||||||
Ownership Percentage in partnership | 70.00% | ||||||
Principal | $ 34,400 | ||||||
Mortgages | Clarion | |||||||
Debt Instrument [Line Items] | |||||||
Principal | 34,400 | ||||||
Fair value | $ 34,700 | ||||||
Weighted Average Interest Rate | 5.954% | ||||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate basis spread over LIBOR | 0.825% |
Fair Value Of Financial Instr31
Fair Value Of Financial Instruments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016USD ($)agreement | Jun. 30, 2016USD ($)agreement | Dec. 31, 2015USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Notional amount of interest rate swap agreements | $ 275,000 | $ 275,000 | |
Interest rate cash flow hedge to be reclassified within next 12 months, net | 3,400 | 3,400 | |
Other comprehensive loss - change in value of interest rate swaps | (400) | (3,183) | |
Interest expense reclassified from other comprehensive loss | 900 | 1,800 | |
Term loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Term Loan | 275,000 | 275,000 | |
Level 2 | Accounts payable and accrued expenses | Fair Value, Measurements, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Fair value of interest rate swaps | $ 7,300 | $ 7,300 | |
Interest Rate Swap | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Number of interest rate swap agreements | agreement | 2 | 2 | |
Interest Rate Swap | Fair Value, Measurements, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Fair value of interest rate swaps | $ 7,293 | $ 7,293 | $ 4,110 |
Interest Rate Swap | Fair Value, Measurements, Recurring | Term loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Interest rate of variable portion of Term loan | 1.72% | 1.72% | |
Interest Rate Swap | Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Fair value of interest rate swaps | $ 7,293 | $ 7,293 | $ 4,110 |
Fair Value of Financial Instr32
Fair Value of Financial Instruments - Summary of Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Mortgages Payable And Notes Payable | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Fair value of long-term debt | $ 859,737 | $ 823,045 |
Mortgages Payable And Notes Payable | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Fair value of long-term debt | 875,724 | 833,931 |
Senior Notes And Debentures | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Fair value of long-term debt | 1,733,611 | 1,732,551 |
Senior Notes And Debentures | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Fair value of long-term debt | $ 1,860,202 | $ 1,786,758 |
Fair Value of Financial Instr33
Fair Value of Financial Instruments - Summary of Financial Liabilities Measured on a Recurring Basis (Details) - Interest Rate Swap - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value of interest rate swaps | $ 7,293 | $ 4,110 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value of interest rate swaps | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value of interest rate swaps | 7,293 | 4,110 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Fair value of interest rate swaps | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 12, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Commitments and Contingencies Disclosure [Abstract] | |||
downREIT operating partnership units, outstanding | 768,765 | ||
downREIT operating partnership units outstanding, fair value | $ 127,300 | ||
Redeemable Noncontrolling Interest [Line Items] | |||
Redemption price of noncontrolling interest | $ 13,023 | $ 0 | |
Galaxy/Hollywood | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Noncontrolling interest percent acquired | 10.00% | ||
Redemption price of noncontrolling interest | $ 13,000 | ||
Effective Interest Acquisition | 100.00% |
Shareholders Equity (Narrative)
Shareholders Equity (Narrative) (Details) - USD ($) | Mar. 07, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Class of Stock [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 245,221,000 | $ 58,007,000 | ||
At The Market Equity Program | ||||
Class of Stock [Line Items] | ||||
Aggregate Offering Price Of Common Share | $ 300,000,000 | $ 300,000,000 | ||
Common shares issued | 383,053 | 603,616 | ||
Weighted Average Price Per Common Share | $ 156.24 | $ 153.24 | ||
Proceeds from Issuance of Common Stock | $ 59,200,000 | $ 91,500,000 | ||
Remaining Capacity To Issue | 97,700,000 | 97,700,000 | ||
At The Market Equity Program | Commissions | ||||
Class of Stock [Line Items] | ||||
Payments of Stock Issuance Costs (less than for additional offering expenses for the three months ending June 30, 2016) | 600,000 | 900,000 | ||
At The Market Equity Program | Other Offering Costs | ||||
Class of Stock [Line Items] | ||||
Payments of Stock Issuance Costs (less than for additional offering expenses for the three months ending June 30, 2016) | $ 100,000 | $ 100,000 | ||
Public Equity Offering | ||||
Class of Stock [Line Items] | ||||
Common shares issued | 1,000,000 | |||
Proceeds from Issuance of Common Stock | $ 149,300,000 | |||
Price per share | $ 149.43 |
Shareholders' Equity (Summary o
Shareholders' Equity (Summary of Dividends) (Details) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Dividends [Line Items] | |||||
Series 1 Cumulative Convertible Preferred Shares Interest Rate | 5.417% | 5.417% | |||
Common shares | |||||
Dividends [Line Items] | |||||
Dividends declared per common share | $ 1.880 | $ 1.740 | |||
Dividends paid per common share | $ 1.880 | $ 1.740 | |||
5.417% Series 1 Cumulative Convertible Preferred shares | |||||
Dividends [Line Items] | |||||
Series 1 Cumulative Convertible Preferred Shares Interest Rate | 5.417% | 5.417% | 5.417% | 5.417% | |
Dividends declared per preferred share | $ 0.677 | $ 0.677 | |||
Dividends paid per preferred share | $ 0.677 | $ 0.677 |
Components Of Rental Income (Sc
Components Of Rental Income (Schedule Of Principal Components Of Rental Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cost reimbursement | $ 36,637 | $ 33,535 | $ 78,439 | $ 74,422 |
Percentage rent | 2,482 | 2,503 | 5,551 | 5,267 |
Other | 4,243 | 3,604 | 8,645 | 6,419 |
Total rental income | 192,935 | 175,884 | 388,243 | 357,050 |
Retail and Commercial | ||||
Minimum rents | 137,432 | 125,688 | 272,018 | 250,001 |
Residential | ||||
Minimum rents | $ 12,141 | $ 10,554 | $ 23,590 | $ 20,941 |
Components Of Rental Income (38
Components Of Rental Income (Schedule Of Minimum Rent) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Minimum Rent [Line Items] | ||||
Straight-line rents | $ 2.7 | $ 1.8 | $ 4.7 | $ 3.1 |
Amortization of above market leases | ||||
Minimum Rent [Line Items] | ||||
Amortization of above and below market leases | (1.7) | (1) | (3.6) | (1.9) |
Amortization of below market leases | ||||
Minimum Rent [Line Items] | ||||
Amortization of above and below market leases | $ 2.1 | $ 1.6 | $ 4.3 | $ 3.2 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation, Allocation and Classification in Financial Statements [Abstract] | ||||
Grants of shares and options | $ 2,523 | $ 2,827 | $ 6,052 | $ 6,581 |
Capitalized share-based compensation | (325) | (231) | (627) | (448) |
Share-based compensation expense | $ 2,198 | $ 2,596 | $ 5,425 | $ 6,133 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Earnings Per Share Narrative [Line Items] | |||||
Weighted average unvested shares outstanding | 200,000 | 200,000 | 200,000 | 300,000 | |
Anti-dilutive stock options | 0 | 0 | 0 | 0 | |
Cumulative convertible preferred shares, dividend rate | 5.417% | 5.417% | |||
5.417% Series 1 Cumulative Convertible Preferred shares | |||||
Earnings Per Share Narrative [Line Items] | |||||
Cumulative convertible preferred shares, dividend rate | 5.417% | 5.417% | 5.417% | 5.417% |
Earnings Per Share (Schedule Of
Earnings Per Share (Schedule Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
INCOME FROM CONTINUING OPERATIONS | $ 57,111 | $ 34,164 | $ 110,448 | $ 82,367 |
Less: Preferred share dividends | (135) | (135) | (271) | (271) |
Less: Net income attributable to noncontrolling interests | 1,871 | 2,041 | 3,979 | 4,058 |
Less: Earnings allocated to unvested shares | (156) | (207) | (364) | (417) |
Income from continuing operations available for common shareholders | 54,949 | 31,781 | 105,834 | 77,621 |
Gain on change in control of interests and sale of real estate, net | 701 | 11,509 | 26,427 | 11,509 |
Net income available for common shareholders, basic and diluted | $ 55,650 | $ 43,290 | $ 132,261 | $ 89,130 |
Weighted average common shares outstanding—basic | 70,797 | 68,531 | 70,270 | 68,449 |
Stock options | 177 | 182 | 181 | 189 |
Weighted average common shares outstanding—diluted | 70,974 | 68,713 | 70,451 | 68,638 |
Continuing operations | $ 0.78 | $ 0.46 | $ 1.50 | $ 1.13 |
Gain on change in control of interests and sale of real estate, net | 0.01 | 0.17 | 0.38 | 0.17 |
Earnings per common share, basic | 0.79 | 0.63 | 1.88 | 1.30 |
Continuing operations | 0.77 | 0.46 | 1.50 | 1.13 |
Gain on change in control of interests and sale of real estate, net | 0.01 | 0.17 | 0.38 | 0.17 |
Earnings per common share, diluted | $ 0.78 | $ 0.63 | $ 1.88 | $ 1.30 |
Income from continuing operations attributable to the Trust | $ 55,240 | $ 32,123 | $ 106,469 | $ 78,309 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Jul. 12, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||
Net proceeds from issuance of senior note | $ 0 | $ 208,644 | |
3.625% Senior notes | Senior notes | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Principal amount | $ 250,000 | ||
Stated interest rate | 3.625% | ||
Note offering percent of principal amount | 97.756% | ||
Debt yield to maturity percent | 3.75% | ||
Net proceeds from issuance of senior note | $ 241,800 |