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EXCEL - IDEA: XBRL DOCUMENT - FEDERAL REALTY INVESTMENT TRUSTFinancial_Report.xls
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EX-31.1 - EXHIBIT 31.1 - FEDERAL REALTY INVESTMENT TRUSTfrt-09302014xex311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO THE SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 1-07533 
FEDERAL REALTY INVESTMENT TRUST
(Exact Name of Registrant as Specified in its Declaration of Trust) 
Maryland
 
52-0782497
(State of Organization)
 
(IRS Employer Identification No.)
 
 
1626 East Jefferson Street, Rockville, Maryland
 
20852
(Address of Principal Executive Offices)
 
(Zip Code)
(301) 998-8100
(Registrant’s Telephone Number, Including Area Code) 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
ý
Accelerated Filer
¨
 
 
 
 
Non-Accelerated Filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ¨  Yes    ý  No
The number of Registrant’s common shares outstanding on October 27, 2014 was 68,132,622.



FEDERAL REALTY INVESTMENT TRUST
QUARTERLY REPORT ON FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 2014

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements
 
Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013
 
Consolidated Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2014 and 2013
 
Consolidated Statement of Shareholders' Equity (unaudited) for the nine months ended September 30, 2014
 
Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2014 and 2013
 
Notes to Consolidated Financial Statements (unaudited)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
Item 4.
Controls and Procedures
 
 
 
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
Item 1A.
Risk Factors
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.
Defaults Upon Senior Securities
Item 4.
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
 
 
SIGNATURES



2


PART I—FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS
The following balance sheet as of December 31, 2013, which has been derived from audited financial statements, and unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (GAAP) have been omitted pursuant to those rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the company’s latest Annual Report on Form 10-K. In the opinion of management, all adjustments (consisting of normal, recurring adjustments) necessary for a fair presentation for the periods presented have been included. The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the full year.



3



Federal Realty Investment Trust
Consolidated Balance Sheets
 
 
September 30,
 
December 31,
 
2014
 
2013
 
(In thousands, except share data)
 
(Unaudited)
 
 
ASSETS
 
 
 
Real estate, at cost
 
 
 
Operating (including $281,960 and $265,138 of consolidated variable interest entities, respectively)
$
5,052,378

 
$
4,618,258

Construction-in-progress
484,414

 
531,205

 
5,536,792

 
5,149,463

Less accumulated depreciation and amortization (including $24,714 and $19,086 of consolidated variable interest entities, respectively)
(1,431,466
)
 
(1,350,471
)
Net real estate
4,105,326

 
3,798,992

Cash and cash equivalents
23,917

 
88,927

Accounts and notes receivable, net
104,746

 
84,838

Mortgage notes receivable, net
51,191

 
55,155

Investment in real estate partnership
32,717

 
32,264

Prepaid expenses and other assets
148,427

 
145,062

Debt issuance costs, net of accumulated amortization of $11,653 and $9,535, respectively
13,074

 
14,056

TOTAL ASSETS
$
4,479,398

 
$
4,219,294

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Liabilities
 
 
 
Mortgages payable (including $188,189 and $202,782 of consolidated variable interest entities, respectively)
$
630,261

 
$
588,456

Capital lease obligations
71,653

 
71,671

Notes payable
301,556

 
300,822

Senior notes and debentures
1,361,466

 
1,360,913

Accounts payable and accrued expenses
160,205

 
156,270

Dividends payable
60,205

 
52,385

Security deposits payable
13,729

 
12,772

Other liabilities and deferred credits
107,859

 
100,283

Total liabilities
2,706,934

 
2,643,572

Commitments and contingencies (Note 7)

 

Redeemable noncontrolling interests
110,865

 
104,425

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, 68,128,519 and 66,701,422 shares issued and outstanding, respectively
682

 
667

Additional paid-in capital
2,223,737

 
2,062,708

Accumulated dividends in excess of net income
(659,334
)
 
(623,795
)
Accumulated other comprehensive loss
(1,760
)
 
(1,417
)
Total shareholders’ equity of the Trust
1,573,322

 
1,448,160

Noncontrolling interests
88,277

 
23,137

Total shareholders’ equity
1,661,599

 
1,471,297

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
4,479,398

 
$
4,219,294


The accompanying notes are an integral part of these consolidated statements.

4


Federal Realty Investment Trust
Consolidated Statements of Comprehensive Income
(Unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands, except per share data)
REVENUE
 
 
 
 
 
 
 
Rental income
$
166,112

 
$
154,308

 
$
494,688

 
$
460,136

Other property income
3,622

 
3,480

 
11,347

 
9,661

Mortgage interest income
1,204

 
1,242

 
3,678

 
3,770

Total revenue
170,938

 
159,030

 
509,713

 
473,567

EXPENSES
 
 
 
 
 
 
 
Rental expenses
31,908

 
29,045

 
100,443

 
86,755

Real estate taxes
20,374

 
18,400

 
58,238

 
53,604

General and administrative
8,374

 
7,543

 
24,202

 
22,902

Depreciation and amortization
42,660

 
39,341

 
127,403

 
119,615

Total operating expenses
103,316

 
94,329

 
310,286

 
282,876

OPERATING INCOME
67,622

 
64,701

 
199,427

 
190,691

Other interest income
2

 
70

 
45

 
165

Interest expense
(23,422
)
 
(25,762
)
 
(69,772
)
 
(80,314
)
Early extinguishment of debt

 

 

 
(3,399
)
Income from real estate partnership
446

 
381

 
909

 
1,065

INCOME FROM CONTINUING OPERATIONS
44,648

 
39,390

 
130,609

 
108,208

DISCONTINUED OPERATIONS
 
 
 
 
 
 
 
Discontinued operations - income

 
115

 

 
942

Discontinued operations - gain on sale of real estate

 
23,861

 

 
23,861

Results from discontinued operations

 
23,976

 

 
24,803

INCOME BEFORE GAIN ON SALE OF REAL ESTATE
44,648

 
63,366

 
130,609

 
133,011

Gain on sale of real estate

 

 

 
4,994

Gain on sale of real estate in real estate partnership
4,401

 

 
4,401

 

NET INCOME
49,049

 
63,366

 
135,010

 
138,005

Net income attributable to noncontrolling interests
(1,974
)
 
(1,268
)
 
(5,637
)
 
(3,780
)
NET INCOME ATTRIBUTABLE TO THE TRUST
47,075

 
62,098

 
129,373

 
134,225

Dividends on preferred shares
(136
)
 
(136
)
 
(406
)
 
(406
)
NET INCOME AVAILABLE FOR COMMON SHAREHOLDERS
$
46,939

 
$
61,962

 
$
128,967

 
$
133,819

EARNINGS PER COMMON SHARE, BASIC
 
 
 
 
 
 
 
Continuing operations
$
0.62

 
$
0.57

 
$
1.84

 
$
1.58

Discontinued operations

 
0.37

 

 
0.38

Gain on sale of real estate
0.07

 

 
0.07

 
0.08

 
$
0.69

 
$
0.94

 
$
1.91

 
$
2.04

Weighted average number of common shares, basic
67,559

 
65,504

 
67,095

 
65,118

EARNINGS PER COMMON SHARE, DILUTED
 
 
 
 
 
 
 
Continuing operations
$
0.62

 
$
0.57

 
$
1.84

 
$
1.58

Discontinued operations

 
0.37

 

 
0.38

Gain on sale of real estate
0.07

 

 
0.07

 
0.08

 
$
0.69

 
$
0.94

 
$
1.91

 
$
2.04

Weighted average number of common shares, diluted
67,732

 
65,647

 
67,261

 
65,271

 
 
 
 
 
 
 
 
COMPREHENSIVE INCOME
$
51,349

 
$
62,195

 
$
134,667

 
$
146,854

 
 
 
 
 
 
 
 
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE TRUST
$
49,375

 
$
60,927

 
$
129,030

 
$
143,074


The accompanying notes are an integral part of these consolidated statements.

5


Federal Realty Investment Trust
Consolidated Statement of Shareholders’ Equity
For the Nine Months Ended September 30, 2014
(Unaudited)
 
Shareholders’ Equity of the Trust
 
 
 
 
 
Preferred Shares
 
Common Shares
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of Net
Income
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling Interests
 
Total Shareholders' Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
 
(In thousands, except share data)
BALANCE AT DECEMBER 31, 2013
399,896


$
9,997

 
66,701,422

 
$
667

 
$
2,062,708

 
$
(623,795
)
 
$
(1,417
)
 
$
23,137

 
$
1,471,297

Net income, excluding $2,475 attributable to redeemable noncontrolling interests

 

 

 

 

 
129,373

 

 
3,162

 
132,535

Other comprehensive loss - change in value of interest rate swaps

 

 

 

 

 

 
(343
)
 

 
(343
)
Dividends declared to common shareholders

 

 

 

 

 
(164,506
)
 

 

 
(164,506
)
Dividends declared to preferred shareholders

 

 

 

 

 
(406
)
 

 

 
(406
)
Distributions declared to noncontrolling interests

 

 

 

 

 

 

 
(3,358
)
 
(3,358
)
Common shares issued

 

 
1,299,470

 
13

 
152,036

 

 

 

 
152,049

Exercise of stock options

 

 
25,629

 
1

 
1,961

 

 

 

 
1,962

Shares issued under dividend reinvestment plan

 

 
14,019

 

 
1,594

 

 

 

 
1,594

Share-based compensation expense, net of shares withheld for employee taxes

 

 
87,979

 
1

 
6,399

 

 

 

 
6,400

Redemption of OP units

 

 

 

 
(39
)
 

 

 
(14
)
 
(53
)
Contributions from noncontrolling interests

 

 

 

 

 

 

 
65,350

 
65,350

Adjustment to redeemable noncontrolling interests

 

 

 

 
(922
)
 

 

 

 
(922
)
BALANCE AT SEPTEMBER 30, 2014
399,896

 
$
9,997

 
68,128,519

 
$
682

 
$
2,223,737

 
$
(659,334
)
 
$
(1,760
)
 
$
88,277

 
$
1,661,599


The accompanying notes are an integral part of these consolidated statements.

6


Federal Realty Investment Trust
Consolidated Statements of Cash Flows
 (Unaudited)
 
Nine Months Ended September 30,
 
2014
 
2013
 
(In thousands)
OPERATING ACTIVITIES
 
Net income
$
135,010

 
$
138,005

Adjustment to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation and amortization, including discontinued operations
127,403

 
119,885

Gain on sale of real estate

 
(28,855
)
Gain on sale of real estate in real estate partnership
(4,401
)
 

Income from real estate partnership
(909
)
 
(1,065
)
Other, net
2,146

 
2,578

Changes in assets and liabilities, net of effects of acquisitions and dispositions:
 
 
 
Increase in accounts receivable
(16,114
)
 
(10,182
)
Increase in prepaid expenses and other assets
(7,537
)
 
(949
)
Increase in accounts payable and accrued expenses
4,884

 
4,906

Increase in security deposits and other liabilities
1,364

 
2,405

Net cash provided by operating activities
241,846

 
226,728

INVESTING ACTIVITIES
 
 
 
Acquisition of real estate
(4,352
)
 
(47,202
)
Capital expenditures - development and redevelopment
(236,780
)
 
(156,651
)
Capital expenditures - other
(33,381
)
 
(32,200
)
Proceeds from sale of real estate

 
42,866

Proceeds from sale of real estate in real estate partnership
10,406

 

Investment in real estate partnership
(6,731
)
 

Distribution from real estate partnership in excess of earnings
221

 
93

Leasing costs
(14,882
)
 
(9,088
)
Repayment of mortgage and other notes receivable, net
4,575

 
695

Net cash used in investing activities
(280,924
)
 
(201,487
)
FINANCING ACTIVITIES
 
 
 
Net borrowings under revolving credit facility, net of costs
11,000

 
(1,929
)
Issuance of senior notes, net of costs

 
269,347

Redemption and retirement of senior notes

 
(135,000
)
Repayment of mortgages, capital leases and notes payable
(29,304
)
 
(37,375
)
Issuance of common shares
154,250

 
118,087

Dividends paid to common and preferred shareholders
(156,312
)
 
(141,849
)
Distributions to and redemptions of noncontrolling interests
(5,566
)
 
(5,679
)
Net cash (used in) provided by financing activities
(25,932
)
 
65,602

(Decrease) increase in cash and cash equivalents
(65,010
)
 
90,843

Cash and cash equivalents at beginning of year
88,927

 
36,988

Cash and cash equivalents at end of period
$
23,917

 
$
127,831


The accompanying notes are an integral part of these consolidated statements.


7


Federal Realty Investment Trust
Notes to Consolidated Financial Statements
September 30, 2014
(Unaudited)

NOTE 1—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, and California. As of September 30, 2014, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 89 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.

NOTE 2—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.
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 Adopted Accounting Pronouncements
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition of a discontinued operation to include only the disposal of a component of an entity that represents a strategic shift that has or will have a major impact on an entity’s operations and financial results. The standard also requires additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The standard is applicable prospectively for all disposals initially classified as held for sale in periods after adoption. We adopted the standard effective January 1, 2014, and there was no impact to the current period financial statements.  In future periods, the adoption will result in most individual property disposals not qualifying for discontinued operations presentation and thus, the results of those disposals will remain in “income from continuing operations.”  Properties sold prior to January 1, 2014, are not subject to ASU 2014-08 and therefore, continue to be classified as discontinued operations using the previous definition.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 supersedes nearly all existing revenue recognition guidance under GAAP and replaces it with a core revenue recognition principle, that an entity will recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and creates a five-step model for revenue recognition in accordance with this principle. ASU 2014-09 also requires new disclosures in both interim and annual reporting periods. The guidance in ASU 2014-09 does not apply to contracts within the scope of ASC 840, Leases. ASU 2014-09 will be effective for us in the first quarter of 2017 and allows for either full retrospective or modified retrospective adoption. We are currently assessing the impact of this standard to our consolidated financial statements.


8


In August 2014, the FASB issued ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.”  ASU 2014-15 provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and if such doubt exists, requires specific disclosures.  ASU 2014-15 is effective for us in the first quarter of 2017 and is not expected to have a significant impact on our financial statements.
 
 
 
 
Consolidated Statements of Cash Flows—Supplemental Disclosures
The following table provides supplemental disclosures related to the Consolidated Statements of Cash Flows:

 
Nine Months Ended
 
September 30,
 
2014
 
2013
 
(In thousands)
SUPPLEMENTAL DISCLOSURES:
 
 
 
Total interest costs incurred
$
85,740

 
$
91,208

Interest capitalized
(15,968
)
 
(10,894
)
Interest expense
$
69,772

 
$
80,314

Cash paid for interest, net of amounts capitalized
$
69,112

 
$
85,240

Cash paid for income taxes
$
328

 
$
408

NON-CASH INVESTING AND FINANCING TRANSACTIONS:
 
 
 
Mortgage loans assumed with acquisition
$
68,282

 
$

DownREIT operating partnership units issued with acquisition
$
65,348

 
$

Mortgage loan refinanced
$
11,500

 
$

Repayment of note payable with public funding/related construction-in-progress offset
$
10,000

 
$

Shares issued under dividend reinvestment plan
$
1,355

 
$
1,325

See Note 3 for additional disclosures relating to The Grove at Shrewsbury and Brook 35 acquisition.

NOTE 3—REAL ESTATE
Effective January 1, 2014, we acquired a controlling interest in The Grove at Shrewsbury, a 187,000 square foot shopping center in Shrewsbury, New Jersey, and Brook 35, a 99,000 square foot shopping center in Sea Girt, New Jersey for a gross value of $161 million. Our effective economic interest approximates 84% and was funded by the assumption of our share of $68 million of mortgage debt, 632,000 downREIT operating partnership units, and $13 million of cash (which was in an escrow account at December 31, 2013). Approximately $1.7 million and $2.3 million of net assets acquired were allocated to other assets for "above market leases" and other liabilities for "below market leases," respectively. Additionally, $71.1 million was allocated to redeemable and nonredeemable noncontrolling interests. We incurred $2.0 million of acquisition costs, of which $0.9 million were incurred in 2014 and included in "general and administrative expense" for the nine months ended September 30, 2014.
We have entered into an agreement to acquire the interest of one of the noncontrolling interest holders in The Grove at Shrewsbury in 2015. As this noncontrolling interest is mandatorily redeemable, it has been classified as a liability of approximately $9 million and is included in "other liabilities and deferred credits" on the September 30, 2014 consolidated balance sheet. An additional noncontrolling interest holder has the right to require us to acquire its interests in The Grove at Shrewsbury and Brook 35 at the then current fair market value beginning on January 1, 2017.

NOTE 4—REAL ESTATE PARTNERSHIP
We have a joint venture arrangement (the “Partnership”) with affiliates of a discretionary fund created and advised by ING Clarion Partners (“Clarion”). We own 30% of the equity in the Partnership and Clarion owns 70%. We hold a general partnership interest, however, Clarion also holds a general partnership interest and has substantive participating rights. We cannot make significant decisions without Clarion’s approval. Accordingly, we account for our interest in the Partnership using the equity method. As of September 30, 2014, the Partnership owned six retail real estate properties. We are the manager of the Partnership and its properties, earning fees for acquisitions, dispositions, management, leasing, and financing. Intercompany profit generated from fees is eliminated in consolidation. We also have the opportunity to receive performance-based earnings

9


through our Partnership interest. Accounting policies for the Partnership are similar to accounting policies followed by the Trust. The Partnership is subject to a buy-sell provision which is customary for real estate joint venture agreements and the industry. Either partner may initiate this provision at any time, which could result in either the sale of our interest or the use of available cash or borrowings to acquire Clarion’s interest.
The following tables provide summarized operating results and the financial position of the Partnership:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
OPERATING RESULTS
 
 
 
 
 
 
 
Revenue
$
4,434

 
$
4,642

 
$
13,921

 
$
14,215

Expenses
 
 
 
 
 
 
 
Other operating expenses
1,158

 
1,321

 
4,658

 
4,456

Depreciation and amortization
1,304

 
1,369

 
4,381

 
4,099

Interest expense
617

 
840

 
2,237

 
2,523

Total expenses
3,079

 
3,530

 
11,276

 
11,078

Net income before gain on sale of real estate
1,355

 
1,112

 
2,645

 
3,137

Gain on sale of real estate
14,507

 

 
14,507

 

Net income
$
15,862

 
$
1,112

 
$
17,152

 
$
3,137

Our share of net income before gain on sale of real estate in real estate partnership
$
446

 
$
381

 
$
909

 
$
1,065

Our share of gain on sale of real estate
$
4,401

 
$

 
$
4,401

 
$


 
September 30,
 
December 31,
 
2014
 
2013
 
(In thousands)
BALANCE SHEETS
 
 
 
Real estate, net
$
149,955

 
$
170,867

Cash
2,515

 
2,210

Other assets
6,020

 
5,668

Total assets
$
158,490

 
$
178,745

Mortgages payable
$
34,385

 
$
56,922

Other liabilities
3,169

 
4,100

Partners’ capital
120,936

 
117,723

Total liabilities and partners’ capital
$
158,490

 
$
178,745

Our share of unconsolidated debt
$
10,316

 
$
17,077

Our investment in real estate partnership
$
32,717

 
$
32,264


On June 5, 2014, the Partnership repaid an $11.9 million mortgage loan secured by one of its properties at par prior to the original maturity date of July 5, 2014. The partners made additional capital contributions totaling $11.9 million to repay the mortgage loan, of which our contribution was $3.6 million.
On July 24, 2014, the Partnership sold the fee interest in Pleasant Shops in Weymouth, Massachusetts for a sales price of $34.3 million, resulting in a gain on sale of $14.5 million. Our share of the gain was $4.4 million. The partners received distributions totaling $32.8 million as a result of the sale, of which our distribution was $10.4 million.

On September 2, 2014, the Partnership repaid a $10.5 million mortgage loan secured by one of its properties at par prior to the original maturity date of December 1, 2014. The partners made additional capital contributions totaling $10.5 million to repay the mortgage loan, of which our contribution was $3.2 million.




10



NOTE 5—DEBT
In connection with the acquisition of The Grove at Shrewsbury and Brook 35 on January 1, 2014, we assumed mortgage loans with a face amount of $68.3 million and a fair value of $73.8 million. The mortgage loans are secured by the individual properties with the following contractual terms:
 
Principal
 
Stated Interest Rate
 
Maturity Date
 
(In millions)
 
 
 
 
Brook 35
$
11.5

 
5.46
%
 
July 1, 2014
The Grove at Shrewsbury (East)
45.4

 
5.82
%
 
October 1, 2017
The Grove at Shrewsbury (West)
11.4

 
6.38
%
 
March 1, 2018
On June 2, 2014 we refinanced the above mortgage loan on Brook 35 at a face amount of $11.5 million. The new mortgage loan bears interest at 4.65% and matures on July 1, 2029.
On June 3, 2014 we repaid the mortgage loan on Melville Mall prior to its original maturity date at par for $20.3 million. The loan had an original maturity date of September 1, 2014.
On August 28, 2014, we amended our term loan agreement and lowered the spread over LIBOR by 40 basis points from 130 basis points to 90 basis points based on our current credit rating. The amendment also provides us the option to extend the maturity date by one year.
During the three and nine months ended September 30, 2014, the maximum amount of borrowings outstanding under our $600.0 million revolving credit facility was $58.5 million, the weighted average borrowings outstanding was $24.1 million and $9.5 million, respectively, and the weighted average interest rate, before amortization of debt fees, was 1.07%. At September 30, 2014, the outstanding balance was $11 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 September 30, 2014, we were in compliance with all debt covenants.


NOTE 6—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:

 
September 30, 2014
 
December 31, 2013
Carrying
Value
 
Fair Value
 
Carrying
Value
 
Fair Value
(In thousands)
Mortgages and notes payable
$
931,817

 
$
949,166

 
$
889,278

 
$
912,251

Senior notes and debentures
$
1,361,466

 
$
1,432,160

 
$
1,360,913

 
$
1,397,731

 
As of September 30, 2014, 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 $4.0 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

11


recognized in earnings in the period affected. Hedge ineffectiveness has not impacted earnings as of September 30, 2014, 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 September 30, 2014 was a liability of $1.8 million and is included in "accounts payable and accrued expenses" on our consolidated balance sheet. For the three and nine months ended September 30, 2014, the change in valuation on our interest rate swaps resulted in a $2.3 million decrease in our derivative liability and a $0.3 million increase in our derivative liability, respectively, (including $1.1 million and $3.2 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:
 
September 30, 2014
 
December 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In thousands)
Interest rate swaps
$

 
$
1,760

 
$

 
$
1,760

 
$

 
$
1,417

 
$

 
$
1,417


NOTE 7—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 917,255 downREIT operating partnership units are outstanding which have a total fair value of $108.7 million, based on our closing stock price on September 30, 2014.

NOTE 8—SHAREHOLDERS’ EQUITY
The following table provides a summary of dividends declared and paid per share:

 
Nine Months Ended September 30,
 
2014
 
2013
 
Declared
 
Paid
 
Declared
 
Paid
Common shares
$
2.430

 
$
2.340

 
$
2.240

 
$
2.190

5.417% Series 1 Cumulative Convertible Preferred shares
$
1.016

 
$
1.016

 
$
1.016

 
$
1.016


On February 12, 2014 we replaced our existing at the market (“ATM”) equity program with a new 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 September 30, 2014, we issued 402,893 common shares at a weighted average price per share of $124.71 for net cash proceeds of $49.7 million and paid $0.5 million in commissions and less than $0.1 million in additional offering expenses related to the sales of these common shares. For the nine months ended September 30, 2014, we issued 1,299,383 common

12


shares at a weighted average price per share of $118.31 for net cash proceeds of $152.0 million and paid $1.5 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. As of September 30, 2014, we had the capacity to issue up to $146.3 million in common shares under our ATM equity program.

NOTE 9—COMPONENTS OF RENTAL INCOME
The principal components of rental income are as follows:

 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Minimum rents
 
 
 
 
 
 
 
Retail and commercial
$
118,412

 
$
111,928

 
$
351,317

 
$
334,628

Residential
9,640

 
7,196

 
25,994

 
21,525

Cost reimbursement
32,842

 
30,364

 
102,459

 
89,850

Percentage rent
2,363

 
1,912

 
6,531

 
6,036

Other
2,855

 
2,908

 
8,387

 
8,097

Total rental income
$
166,112

 
$
154,308

 
$
494,688

 
$
460,136


Minimum rents include the following:
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
 
(In millions)
Straight-line rents
$
1.3

 
$
1.1

 
$
3.5

 
$
3.7

Amortization of above market leases
$
(0.8
)
 
$
(0.5
)
 
$
(2.6
)
 
$
(2.0
)
Amortization of below market leases
$
1.4

 
$
1.3

 
$
4.4

 
$
4.3


NOTE 10—DISCONTINUED OPERATIONS
During 2013 and prior to our adoption of ASU 2014-08 as further discussed in Note 2, certain disposal transactions were considered discontinued operations. A summary of the financial information for these discontinued operations is as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2013
 
2013
 
(In millions)
Revenue from discontinued operations
$
0.4

 
$
1.5

Income from discontinued operations
$
0.1

 
$
0.9


NOTE 11—SHARE-BASED COMPENSATION PLANS
A summary of share-based compensation expense included in net income is as follows:

13


 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands)
Share-based compensation incurred
 
 
 
 
 
 
 
Grants of common shares
$
3,107

 
$
2,671

 
$
9,699

 
$
8,284

Grants of options

 
69

 
36

 
223

 
3,107

 
2,740

 
9,735

 
8,507

Capitalized share-based compensation
(360
)
 
(405
)
 
(945
)
 
(793
)
Share-based compensation expense
$
2,747

 
$
2,335

 
$
8,790

 
$
7,714


NOTE 12—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 and nine months ended September 30, 2014 and 2013, we had 0.3 million weighted average unvested shares outstanding, 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 nine months ended September 30, 2014 and 2013. 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.


14


 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
 
(In thousands, except per share data)
NUMERATOR
 
 
 
 
 
 
 
Income from continuing operations
$
44,648

 
$
39,390

 
$
130,609

 
$
108,208

Less: Preferred share dividends
(136
)
 
(136
)
 
(406
)
 
(406
)
Less: Income from continuing operations attributable to noncontrolling interests
(1,974
)
 
(1,268
)
 
(5,637
)
 
(3,780
)
Less: Earnings allocated to unvested shares
(264
)
 
(278
)
 
(739
)
 
(659
)
Income from continuing operations available for common shareholders
42,274

 
37,708

 
123,827

 
103,363

Results from discontinued operations attributable to the Trust

 
23,976

 

 
24,803

Gain on sale of real estate
4,401

 

 
4,401

 
4,994

Net income available for common shareholders, basic and diluted
$
46,675

 
$
61,684

 
$
128,228

 
$
133,160

DENOMINATOR
 
 
 
 
 
 
 
Weighted average common shares outstanding—basic
67,559

 
65,504

 
67,095

 
65,118

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options
173

 
143

 
166

 
153

Weighted average common shares outstanding—diluted
67,732

 
65,647

 
67,261

 
65,271

EARNINGS PER COMMON SHARE, BASIC
 
 
 
 
 
 
 
Continuing operations
$
0.62

 
$
0.57

 
$
1.84

 
$
1.58

Discontinued operations

 
0.37

 

 
0.38

Gain on sale of real estate
0.07

 

 
0.07

 
0.08

 
$
0.69

 
$
0.94

 
$
1.91

 
$
2.04

EARNINGS PER COMMON SHARE, DILUTED
 
 
 
 
 
 
 
Continuing operations
$
0.62

 
$
0.57

 
$
1.84

 
$
1.58

Discontinued operations

 
0.37

 

 
0.38

Gain on sale of real estate
0.07

 

 
0.07

 
0.08

 
$
0.69

 
$
0.94

 
$
1.91

 
$
2.04

Income from continuing operations attributable to the Trust
$
42,674

 
$
38,122

 
$
124,972

 
$
104,428



15


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with the consolidated interim financial statements and notes thereto appearing in Item 1 of this report and the more detailed information contained in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (the “SEC”) on February 11, 2014.
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. When we refer to forward-looking statements or information, sometimes we use words such as “may,” “will,” “could,” “should,” “plans,” “intends,” “expects,” “believes,” “estimates,” “anticipates” and “continues.” Forward-looking statements are not historical facts or guarantees of future performance and involve certain known and unknown risks, uncertainties, and other factors, many of which are outside our control, that could cause actual results to differ materially from those we describe.
Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this Quarterly Report on Form 10-Q. Except as may be required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the risks and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2013 and under Part II, Item 1A in this Quarterly Report on Form 10-Q, before making any investments in us.
Overview
We are an equity real estate investment trust (“REIT”) specializing in the ownership, management, and redevelopment of high quality retail and mixed-use properties located primarily in densely populated and affluent communities in strategically selected metropolitan markets in the Northeast and Mid-Atlantic regions of the United States, and California. As of September 30, 2014, we owned or had a majority interest in community and neighborhood shopping centers and mixed-use properties which are operated as 89 predominantly retail real estate projects comprising approximately 20.1 million square feet (excludes unconsolidated joint venture properties). In total, the real estate projects were 95.6% leased and 94.7% occupied at September 30, 2014. A joint venture in which we own a 30% interest owned six retail real estate projects totaling approximately 0.8 million square feet as of September 30, 2014. In total, the joint venture properties in which we own a 30% interest were 83.2% leased and occupied at September 30, 2014.
2014 Significant Property Acquisition and 2014 Property Disposition
Effective January 1, 2014, we acquired a controlling interest in The Grove at Shrewsbury, a 187,000 square foot shopping center in Shrewsbury, New Jersey, and Brook 35, a 99,000 square foot shopping center in Sea Girt, New Jersey for a gross value of $161 million. Our effective economic interest approximates 84% and was funded by the assumption of our share of $68 million of mortgage debt, 632,000 downREIT operating partnership units, and $13 million of cash (which was in an escrow account at December 31, 2013). Approximately $1.7 million and $2.3 million of net assets acquired were allocated to other assets for "above market leases" and other liabilities for "below market leases," respectively. Additionally, $71.1 million was allocated to redeemable and nonredeemable noncontrolling interests. We incurred $2.0 million of acquisition costs, of which $0.9 million were incurred in 2014 and included in "general and administrative expense" for the nine months ended September 30, 2014.
We have entered into an agreement to acquire the interest of one of the noncontrolling interest holders in The Grove at Shrewsbury in 2015. As this noncontrolling interest is mandatorily redeemable it has been classified as a liability of approximately $9 million and is included in "other liabilities and deferred credits" on the September 30, 2014 consolidated balance sheet. An additional noncontrolling interest holder has the right to require us to acquire its interests in The Grove at Shrewsbury and Brook 35 at the then current fair market value beginning on January 1, 2017.
On July 24, 2014, the joint venture arrangement with affiliates of a discretionary fund created and advised by ING Clarion Partners sold the fee interest in Pleasant Shops in Weymouth, Massachusetts for a sales price of $34.3 million, resulting in a gain on sale of $14.5 million. Our share of the gain was $4.4 million. The joint venture partners received distributions totaling $32.8 million as a result of the sale, of which our distribution was $10.4 million.
2014 Significant Debt and Equity Transactions
In connection with the acquisition of The Grove at Shrewsbury and Brook 35 on January 1, 2014, we assumed mortgage debt secured by the individual properties with the following contractual terms:

16


 
Principal
 
Stated Interest Rate
 
Maturity Date
 
(In millions)
 
 
 
 
Brook 35
$
11.5

 
5.46
%
 
July 1, 2014
The Grove at Shrewsbury (East)
45.4

 
5.82
%
 
October 1, 2017
The Grove at Shrewsbury (West)
11.4

 
6.38
%
 
March 1, 2018
On June 2, 2014 we refinanced the above mortgage loan on Brook 35 at a face amount of $11.5 million. The new mortgage loan bears interest at 4.65% and matures on July 1, 2029.
On June 3, 2014 we repaid the mortgage loan on Melville Mall prior to its original maturity date for $20.3 million. The loan had an original maturity date of September 1, 2014.
On August 28, 2014, we amended our term loan agreement and lowered the spread over LIBOR by 40 basis points from 130 basis points to 90 basis points based on our current credit rating. The amendment also provides us the option to extend the maturity date by one year.
On February 12, 2014 we replaced our existing at the market (“ATM”) equity program with a new 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 September 30, 2014, we issued 402,893 common shares at a weighted average price per share of $124.71 for net cash proceeds of $49.7 million and paid $0.5 million in commissions and less than $0.1 million in additional offering expenses related to the sales of these common shares. For the nine months ended September 30, 2014, we issued 1,299,383 common shares at a weighted average price per share of $118.31 for net cash proceeds of $152.0 million and paid $1.5 million in commissions and $0.2 million in additional offering expenses related to the sales of these common shares. As of September 30, 2014, we had the capacity to issue up to $146.3 million in common shares under our ATM equity program.
Capitalized Costs
Certain external and internal costs directly related to the development, redevelopment and leasing of real estate, including pre-construction costs, real estate taxes, insurance, construction costs and salaries and related costs of personnel directly involved, are capitalized. We capitalized external and internal costs related to both development and redevelopment activities of $218 million and $5 million, respectively, for the nine months ended September 30, 2014 and $196 million and $4 million, respectively, for the nine months ended September 30, 2013. We capitalized external and internal costs related to other property improvements of $30 million and $1 million, respectively, for the nine months ended September 30, 2014 and $31 million and $1 million, respectively, for the nine months ended September 30, 2013. We capitalized external and internal costs related to leasing activities of $10 million and $5 million, respectively, for the nine months ended September 30, 2014 and $6 million and $5 million, respectively, for the nine months ended September 30, 2013. The amount of capitalized internal costs for salaries and related benefits for development and redevelopment activities, other property improvements, and leasing activities were $5 million, $1 million, and $5 million, respectively, for the nine months ended September 30, 2014 and $4 million, $1 million, and $4 million, respectively for the nine months ended September 30, 2013. Total capitalized costs were $269 million and $243 million for the nine months ended September 30, 2014 and 2013, respectively.
Recently Adopted Accounting Pronouncements
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition of a discontinued operation to include only the disposal of a component of an entity that represents a strategic shift that has or will have a major impact on an entity’s operations and financial results. The standard also requires additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. The standard is applicable prospectively for all disposals initially classified as held for sale in periods after adoption. We adopted the standard effective January 1, 2014, and there was no impact to the current period financial statements.  In future periods, the adoption will result in most individual property disposals not qualifying for discontinued operations presentation and thus, the results of those disposals will remain in “income from continuing operations.”  Properties sold prior to January 1, 2014, are not subject to ASU 2014-08 and therefore, continue to be classified as discontinued operations using the previous definition.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 supersedes nearly all existing revenue recognition guidance under GAAP and replaces it with a core revenue recognition principle, that an entity will

17


recognize revenue when it transfers control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and creates a five-step model for revenue recognition in accordance with this principle. ASU 2014-09 also requires new disclosures in both interim and annual reporting periods. The guidance in ASU 2014-09 does not apply to contracts within the scope of ASC 840, Leases. ASU 2014-09 will be effective for us in the first quarter of 2017 and allows for either full retrospective or modified retrospective adoption. We are currently assessing the impact of this standard to our consolidated financial statements.
In August 2014, the FASB issued ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern.”  ASU 2014-15 provides guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and if such doubt exists, requires specific disclosures.  ASU 2014-15 is effective for us in the first quarter of 2017 and is not expected to have a significant impact on our financial statements.
Outlook
We seek growth in earnings, funds from operations, and cash flows primarily through a combination of the following:
growth in our same-center portfolio,
growth in our portfolio from property development and redevelopments, and
expansion of our portfolio through property acquisitions.
Our same-center growth is primarily driven by increases in rental rates on new leases and lease renewals and changes in portfolio occupancy. Over the long-term, the infill nature and strong demographics of our properties provide a strategic advantage allowing us to maintain relatively high occupancy and increase rental rates. We have generally continued to see an encouraging operating environment for many of our tenants as well as strong levels of interest from prospective tenants for our retail spaces. While there can be no assurance that these conditions will continue, we remain optimistic regarding the improved trends we have seen over the past few years. We believe the locations of our centers and diverse tenant base partially mitigates any negative change in the economic environment; however, any significant reduction in our tenants' abilities to pay base rent, percentage rent or other charges will adversely affect our financial condition and results of operations. We seek to maintain a mix of strong national, regional, and local retailers. At September 30, 2014, no single tenant accounted for more than 3.2% of annualized base rent.
Our properties are located in densely populated and/or affluent areas with high barriers to entry which allow us to take advantage of redevelopment opportunities that enhance our operating performance through renovation, expansion, reconfiguration, and/or retenanting. We evaluate our properties on an ongoing basis to identify these types of opportunities. In 2014, we expect to have redevelopment projects stabilizing with projected costs of approximately $89 million, including our 212 unit residential building at Santana Row discussed below. In 2015, we expect to have redevelopment projects stabilizing with projected costs of approximately $153 million.
We continue our ongoing redevelopment efforts at Santana Row. Our most recent 212 unit residential building was completed during second quarter. The building was 98.1% leased as of September 30, 2014, and has a total cost of approximately $77 million. We are also proceeding with our next phase of redevelopment which is a six story building including approximately 225,500 square feet of office space, 1,500 square feet of retail space, and 670 parking spaces. After current phases, we have approximately 9 acres remaining for further redevelopment and entitlements in place for an additional 348 residential units and 69,000 square feet of commercial space. We are currently in the process of seeking additional entitlements and have under control an additional 12 acres of land adjacent to Santana Row.
We continue to invest in the development at Assembly Row which is a long-term development project we expect to be involved in over the coming years. The carrying value of the development portion of this project at September 30, 2014 is approximately $315 million. The project currently has zoning entitlements to build 3.4 million square feet of commercial-use buildings, 1,843 residential units, and a 170 room hotel. We have agreements with AvalonBay Communities ("AvalonBay") for a portion of the first phase of development at Assembly Row which includes 450 residential units (by AvalonBay) and approximately 326,000 square feet of retail space and 98,000 square feet of office space (both by the Trust).  The Massachusetts Bay Transit Authority (MBTA) constructed the new orange line T-Stop at the property, which opened in September 2014. Construction on the first phase and infrastructure is ongoing. Approximately 257,000 square feet of retail space in Phase I opened during second and third quarter 2014, with the remainder of the retail and office space opening in the fourth quarter of 2014 and in 2015. Phase I is expected to stabilize in 2015. Total expected costs for Phase I of Assembly Row range from $190 million to $200 million (net of reimbursements) of which $180 million has been incurred to date. In total, including costs incurred in the first nine months of 2014, we expect to invest between $65 million and $85 million in Assembly Row in 2014, net of expected public funding.

18


Additionally, we entered into an agreement with Partners HealthCare to bring more than 700,000 square feet of office space and an additional 100,000 square feet of retail space to Assembly Row. Partners HealthCare commenced construction on this new building in September 2014 and plans to relocate over 4,500 employees to Assembly Row starting in 2016.
Our Pike & Rose project in Rockville, MD, a long-term multi-phased mixed-use project, currently has zoning entitlements to build 1.6 million square feet of commercial-use buildings and 1,605 residential units. Phase I of Pike & Rose involved demolition of roughly 25% of the existing gross leasable area at Mid-Pike Plaza (which was completed during the second quarter of 2012). The remainder of Mid-Pike Plaza was fully demolished in the third quarter of 2014. Construction on the 493 residential units, 151,000 square feet of retail space and 79,000 square feet of office space in Phase I is ongoing. In late June 2014, our 174 unit residential building opened. We expect a portion of the retail space in Phase I to open in 2014 and the remaining retail, office and 319 unit residential building to open in 2015. We expect Phase I to stabilize in 2015/2016. Total expected costs for Phase I of Pike & Rose range from $245 million to $255 million of which $201 million has been incurred to date. Including costs incurred in the first nine months of 2014, we expect to invest between $100 million and $120 million in 2014 related to Phase I.
Additionally, we are proceeding with development of Phase II of Pike & Rose and expect building construction to commence in the first half of 2015. Phase II will include approximately 185,000 square feet of retail space, a 177-room select-service hotel and 264 residential units. Total expected costs range from $195 million to $200 million and stabilization is expected in 2018/2019. The hotel will be owned and operated by a joint venture in which we will be a partner. Phase II will also include 104 for-sale condominium units with an expected cost of $50 million to $53 million.
The development of future phases of Assembly Row, Pike & Rose and Santana Row will be pursued opportunistically based on, among other things, market conditions, tenant demand, and our evaluation of whether those phases will generate an appropriate financial return.
We continue to review acquisition opportunities in our primary markets that complement our portfolio and provide long-term growth opportunities. Some of our acquisitions do not initially contribute significantly to earnings growth; however, we believe they provide long-term re-leasing growth, redevelopment opportunities, and other strategic opportunities. Any growth from acquisitions is contingent on our ability to find properties that meet our qualitative standards at prices that meet our financial hurdles. Changes in interest rates may affect our success in achieving earnings growth through acquisitions by affecting both the price that must be paid to acquire a property, as well as our ability to economically finance the property acquisition. Generally, our acquisitions are initially financed by available cash and/or borrowings under our revolving credit facility which may be repaid later with funds raised through the issuance of new equity or new long-term debt. We may also finance our acquisitions through the issuance of common shares, preferred shares, or downREIT units as well as through new or assumed mortgages.
At September 30, 2014, the leasable square feet in our properties was 94.7% occupied and 95.6% leased. The leased rate is higher than the occupied rate due to leased spaces that are being redeveloped or improved or that are awaiting permits and, therefore, are not yet ready to be occupied. Our occupancy and leased rates are subject to variability over time due to factors including acquisitions, the timing of the start and stabilization of our redevelopment projects, lease expirations and tenant bankruptcies.
Lease Rollovers
For the third quarter of 2014, we signed leases for a total of 434,000 square feet of retail space including 373,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 13% on a cash basis and 23% on a straight-line basis. New leases for comparable spaces were signed for 177,000 square feet at an average rental increase of 15% on a cash basis and 22% on a straight-line basis. Renewals for comparable spaces were signed for 196,000 square feet at an average rental increase of 12% on a cash basis and 25% on a straight-line basis. Tenant improvements and incentives for comparable spaces were $62.59 per square foot for new leases and $1.50 per square foot for renewals for the three months ended September 30, 2014.
For the nine months ended September 30, 2014, we signed leases for a total of 1,421,000 square feet of retail space including 1,238,000 square feet of comparable space leases (leases for which there was a prior tenant) at an average rental increase of 15% on a cash basis and 28% on a straight-line basis. New leases for comparable spaces were signed for 579,000 square feet at an average rental increase of 21% on a cash basis and 34% on a straight-line basis. Renewals for comparable spaces were signed for 659,000 square feet at an average rental increase of 12% on a cash basis and 24% on a straight-line basis. Tenant improvements and incentives for comparable spaces were $48.38 per square foot for new leases and $1.48 per square foot for renewals for the nine months ended September 30, 2014.

19


The rental increases associated with comparable spaces generally include all leases signed in arms-length transactions reflecting market leverage between landlords and tenants during the period. The comparison between average rent for expiring leases and new leases is determined by including minimum rent and percentage rent paid on the expiring lease and minimum rent and in some instances, projections of first lease year percentage rent, to be paid on the new lease. In atypical circumstances, management may exercise judgment as to how to most effectively reflect the comparability of spaces reported in this calculation. The change in rental income on comparable space leases is impacted by numerous factors including current market rates, location, individual tenant creditworthiness, use of space, market conditions when the expiring lease was signed, capital investment made in the space and the specific lease structure. Tenant improvements and incentives include the total dollars committed for the improvement (fit-out) of a space as it relates to a specific lease and, except for redevelopments, may also include base building costs (i.e. expansion, escalators or new entrances) which are required to make the space leasable. Incentives include amounts paid to tenants as an inducement to sign a lease that do not represent building improvements.
The leases signed in 2014 generally become effective over the following two years though some may not become effective until 2017 and beyond. Further, there is risk that some new tenants will not ultimately take possession of their space and that tenants for both new and renewal leases may not pay all of their contractual rent due to operating, financing or other matters. However, these increases do provide information about the tenant/landlord relationship and the potential increase we may achieve in rental income over time.
Historically, we have executed comparable space leases for 1.2 to 1.5 million square feet of retail space each year. We believe our leasing volume for 2014 will be at the high end or slightly above our historical averages with overall positive increases in rental income. However, changes in rental income associated with individual signed leases on comparable spaces may be positive or negative, and we can provide no assurance that the rents on new leases will continue to increase at the above disclosed levels, if at all.
Same-Center
Throughout this section, we have provided certain information on a “same-center” basis. Information provided on a same-center basis includes the results of properties that we owned and operated for the entirety of both periods being compared except for properties for which significant redevelopment or expansion occurred during either of the periods being compared. For the three and nine months ended September 30, 2014, all or a portion of 80 and 78 properties, respectively, were considered same-center and eleven and twelve properties, respectively, were considered redevelopment or expansion. For the nine months ended September 30, 2014, two properties were moved from same-center to redevelopment, one property was moved from redevelopment to same-center, and one property was removed from redevelopment as it was vacant and was demolished in 2014, when compared to the designations as of December 31, 2013. For the three months ended September 30, 2014, one property was moved from acquisitions to same-center. While there is judgment surrounding changes in designations, we typically move redevelopment properties to same-center once they have stabilized, which is typically considered 95% occupancy or when the growth expected from the redevelopment has been included in the comparable periods. We typically remove properties from same center when the redevelopment has or is expected to have a significant impact to property operating income within the calendar year. Acquisitions are moved to same-center once we have owned the property for the entirety of comparable periods and the property is not under significant redevelopment or expansion.

20


        
RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
 
 
 
 
 
 
Change
 
2014
 
2013
 
Dollars
 
%
 
(Dollar amounts in thousands)
Rental income
$
166,112

 
$
154,308

 
$
11,804

 
7.6
 %
Other property income
3,622

 
3,480

 
142

 
4.1
 %
Mortgage interest income
1,204

 
1,242

 
(38
)
 
(3.1
)%
Total property revenue
170,938

 
159,030

 
11,908

 
7.5
 %
Rental expenses
31,908

 
29,045

 
2,863

 
9.9
 %
Real estate taxes
20,374

 
18,400

 
1,974

 
10.7
 %
Total property expenses
52,282

 
47,445

 
4,837

 
10.2
 %
Property operating income
118,656

 
111,585

 
7,071

 
6.3
 %
Other interest income
2

 
70

 
(68
)
 
(97.1
)%
Income from real estate partnership
446

 
381

 
65

 
17.1
 %
Interest expense
(23,422
)
 
(25,762
)
 
2,340

 
(9.1
)%
General and administrative expense
(8,374
)
 
(7,543
)
 
(831
)
 
11.0
 %
Depreciation and amortization
(42,660
)
 
(39,341
)
 
(3,319
)
 
8.4
 %
Total other, net
(74,008
)
 
(72,195
)
 
(1,813
)
 
2.5
 %
Income from continuing operations
44,648

 
39,390

 
5,258

 
13.3
 %
Discontinued operations - income

 
115

 
(115
)
 
(100.0
)%
Discontinued operations - gain on sale of real estate

 
23,861

 
(23,861
)
 
(100.0
)%
Gain on sale of real estate in real estate partnership
4,401

 

 
4,401

 
100.0
 %
Net income
49,049

 
63,366

 
(14,317
)
 
(22.6
)%
Net income attributable to noncontrolling interests
(1,974
)
 
(1,268
)
 
(706
)
 
55.7
 %
Net income attributable to the Trust
$
47,075

 
$
62,098

 
$
(15,023
)
 
(24.2
)%

Property Revenues
Total property revenue increased $11.9 million, or 7.5%, to $170.9 million in the three months ended September 30, 2014 compared to $159.0 million in the three months ended September 30, 2013. The percentage occupied at our shopping centers increased to 94.7% at September 30, 2014 compared to 94.6% at September 30, 2013. Changes in the components of property revenue are discussed below.
Rental Income
Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent. Rental income increased $11.8 million, or 7.6%, to $166.1 million in the three months ended September 30, 2014 compared to $154.3 million in the three months ended September 30, 2013 due primarily to the following:
an increase of $4.2 million at same-center properties due primarily to higher rental rates of approximately $2.5 million and a $1.3 million increase in recovery income,
an increase of $3.8 million attributable to properties acquired in 2014 and 2013,
an increase of $2.3 million at redevelopment properties due primarily to the lease-up of our new 212 unit residential building at Santana Row and the net impact of our other redevelopment properties, and
an increase of $1.9 million from Assembly Row and Pike & Rose as portions of both projects opened in 2014.
Other Property Income
Other property income increased $0.1 million, or 4.1%, to $3.6 million in the three months ended September 30, 2014 compared to $3.5 million in the three months ended September 30, 2013. Included in other property income are items which, although recurring, inherently tend to fluctuate more than rental income from period to period, such as lease termination fees. This increase is primarily due to a increase in lease termination fees at same-center properties.

21


Property Expenses
Total property expenses increased $4.8 million, or 10.2%, to $52.3 million in the three months ended September 30, 2014 compared to $47.4 million in the three months ended September 30, 2013. Changes in the components of property expenses are discussed below.
Rental Expenses
Rental expenses increased $2.9 million, or 9.9%, to $31.9 million in the three months ended September 30, 2014 compared to $29.0 million in the three months ended September 30, 2013. This increase is primarily due to the following:
an increase of $1.7 million related to Assembly Row and Pike & Rose, as portions of these projects opened during 2014,
an increase of $0.6 million related to properties acquired in 2014, and
an increase of $0.3 million in bad debt expense at same-center properties.
As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income plus other property income increased to 18.8% in the three months ended September 30, 2014 from 18.4% in the three months ended September 30, 2013.
Real Estate Taxes
Real estate tax expense increased $2.0 million, or 10.7%, to $20.4 million in the three months ended September 30, 2014 compared to $18.4 million in the three months ended September 30, 2013 due primarily to higher assessments at our same-center and redevelopment properties and real estate taxes on properties acquired in 2014 and 2013.
Property Operating Income
Property operating income increased $7.1 million, or 6.3%, to $118.7 million in the three months ended September 30, 2014 compared to $111.6 million in the three months ended September 30, 2013. This increase is primarily due to growth in earnings at same-center properties, properties acquired in 2014 and 2013, and earnings from our redevelopment properties.
Other
Interest Expense
Interest expense decreased $2.3 million, or 9.1%, to $23.4 million in the three months ended September 30, 2014 compared to $25.8 million in the three months ended September 30, 2013. This decrease is due primarily to the following:
a decrease of $2.7 million due to a lower overall weighted average borrowing rate, and
an increase of $0.7 million in capitalized interest due primarily to our ongoing development projects at Assembly Row and Pike & Rose,
partially offset by
an increase of $0.9 million due to higher borrowings.
Gross interest costs were $28.4 million and $30.1 million in the three months ended September 30, 2014 and 2013, respectively. Capitalized interest was $5.0 million and $4.3 million in the three months ended September 30, 2014 and 2013, respectively.

General and Administrative Expense
General and administrative expenses increased $0.8 million, or 11.0%, to $8.4 million for the three months ended September 30, 2014, compared to $7.5 million in the three months ended September 30, 2013.  The increase is due to higher personnel related costs.

Depreciation and Amortization
Depreciation and amortization expense increased $3.3 million, or 8.4%, to $42.7 million in the three months ended September 30, 2014 from $39.3 million in the three months ended September 30, 2013. This increase is due primarily to 2014 acquisitions and redevelopment/development projects placed in service in 2014.

22


Discontinued Operations - Income
Income from discontinued operations represents the operating income of properties that were disposed prior to January 1, 2014, which were required to be reported separately from results of ongoing operations. The reported operating income of $0.1 million for the three months ended September 30, 2013 primarily represents the operating income for the period during which we owned properties sold in 2013.
Discontinued Operations-Gain on Sale of Real Estate
The $23.9 million gain on sale of real estate from discontinued operations for the three months ended September 30, 2013 is due to the sale of the fee interest in our final building at Fifth Avenue on July 22, 2013 and the sale of the fee interest in our building in Forest Hills on September 10, 2013.
Gain on Sale of Real Estate in Real Estate Partnership
The $4.4 million gain on sale of real estate in real estate partnership for the three months ended September 30, 2014 is due to our portion of the gain resulting from the Partnership's sale of the fee interest in Pleasant Shops in Weymouth, Massachusetts.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
 
 
 
 
 
Change
 
2014
 
2013
 
Dollars
 
%
 
(Dollar amounts in thousands)
Rental income
$
494,688

 
$
460,136

 
$
34,552

 
7.5
 %
Other property income
11,347

 
9,661

 
1,686

 
17.5
 %
Mortgage interest income
3,678

 
3,770

 
(92
)
 
(2.4
)%
Total property revenue
509,713

 
473,567

 
36,146

 
7.6
 %
Rental expenses
100,443

 
86,755

 
13,688

 
15.8
 %
Real estate taxes
58,238

 
53,604

 
4,634

 
8.6
 %
Total property expenses
158,681

 
140,359

 
18,322

 
13.1
 %
Property operating income
351,032

 
333,208

 
17,824

 
5.3
 %
Other interest income
45

 
165

 
(120
)
 
(72.7
)%
Income from real estate partnership
909

 
1,065

 
(156
)
 
(14.6
)%
Interest expense
(69,772
)
 
(80,314
)
 
10,542

 
(13.1
)%
Early extinguishment of debt

 
(3,399
)
 
3,399

 
(100.0
)%
General and administrative expense
(24,202
)
 
(22,902
)
 
(1,300
)
 
5.7
 %
Depreciation and amortization
(127,403
)
 
(119,615
)
 
(7,788
)
 
6.5
 %
Total other, net
(220,423
)
 
(225,000
)
 
4,577

 
(2.0
)%
Income from continuing operations
130,609

 
108,208

 
22,401

 
20.7
 %
Discontinued operations - income

 
942

 
(942
)
 
(100.0
)%
Discontinued operations - gain on sale of real estate

 
23,861

 
(23,861
)
 
(100.0
)%
Gain on sale of real estate

 
4,994

 
(4,994
)
 
(100.0
)%
Gain on sale of real estate in real estate partnership
4,401

 

 
4,401

 
100.0
 %
Net income
135,010

 
138,005

 
(2,995
)
 
(2.2
)%
Net income attributable to noncontrolling interests
(5,637
)
 
(3,780
)
 
(1,857
)
 
49.1
 %
Net income attributable to the Trust
$
129,373

 
$
134,225

 
$
(4,852
)
 
(3.6
)%
 
 
 
 
 
 
 
 

Property Revenues
Total property revenue increased $36.1 million, or 7.6%, to $509.7 million in the nine months ended September 30, 2014 compared to $473.6 million in the nine months ended September 30, 2013. The percentage occupied at our shopping centers increased to 94.7% at September 30, 2014 compared to 94.6% at September 30, 2013. Changes in the components of property revenue are discussed below.

23


Rental Income
Rental income consists primarily of minimum rent, cost reimbursements from tenants and percentage rent. Rental income increased $34.6 million, or 7.5%, to $494.7 million in the nine months ended September 30, 2014 compared to $460.1 million in the nine months ended September 30, 2013 due primarily to the following:
an increase of $16.4 million at same-center properties due primarily to an $8.9 million increase in recovery income (largely the result of reimbursements for higher snow removal costs) and higher rental rates of approximately $7.3 million,
an increase of $12.3 million attributable to properties acquired in 2014 and 2013,
an increase of $5.5 million at redevelopment properties due primarily to the lease-up of our new 212 unit residential building at Santana Row and the net impact of other redevelopment properties, and
an increase of $2.4 million from Assembly Row and Pike & Rose as portions of both projects opened in 2014,
partially offset by
a decrease of $1.5 million from Mid-Pike Plaza as the property was demolished in 2014 for the future development of Pike & Rose.
Other Property Income
Other property income increased $1.7 million, or 17.5%, to $11.3 million in the nine months ended September 30, 2014 compared to $9.7 million in the nine months ended September 30, 2013. Included in other property income are items which, although recurring, inherently tend to fluctuate more than rental income from period to period, such as lease termination fees. This increase is primarily due to an increase in lease termination fees at same-center properties.
Property Expenses
Total property expenses increased $18.3 million, or 13.1%, to $158.7 million in the nine months ended September 30, 2014 compared to $140.4 million in the nine months ended September 30, 2013. Changes in the components of property expenses are discussed below.
Rental Expenses
Rental expenses increased $13.7 million, or 15.8%, to $100.4 million in the nine months ended September 30, 2014 compared to $86.8 million in the nine months ended September 30, 2013. This increase is primarily due to the following:
an increase of $6.4 million in repairs and maintenance at same-center and redevelopment properties due primarily to higher snow removal costs,
an increase of $3.0 million related to Assembly Row and Pike & Rose, as portions of these projects opened in 2014,
an increase of $2.3 million related to properties acquired in 2014 and 2013,
an increase of $1.0 million in bad debt expense at same-center properties, and
an increase of $0.7 million in utilities at our same-center and redevelopment properties primarily due to higher electric costs and usage as a result of the harsh winter.
As a result of the changes in rental income and rental expenses as discussed above, rental expenses as a percentage of rental income plus other property income increased to 19.8% in the nine months ended September 30, 2014 from 18.5% in the nine months ended September 30, 2013.
Real Estate Taxes
Real estate tax expense increased $4.6 million, or 8.6%, to $58.2 million in the nine months ended September 30, 2014 compared to $53.6 million in the nine months ended September 30, 2013 due primarily to higher assessments and lower refunds at our same-center and redevelopment properties and real estate taxes on properties acquired in 2014 and 2013.

Property Operating Income
Property operating income increased $17.8 million, or 5.3%, to $351.0 million in the nine months ended September 30, 2014 compared to $333.2 million in the nine months ended September 30, 2013. This increase is primarily due to growth in earnings

24


at our same-center properties, properties acquired in 2014 and 2013, and earnings from our redevelopment properties, partially offset by a decline in earnings at Mid-Pike Plaza, which was demolished in 2014.
Other
Interest Expense
Interest expense decreased $10.5 million, or 13.1%, to $69.8 million in the nine months ended September 30, 2014 compared to $80.3 million in the nine months ended September 30, 2013. This decrease is due primarily to the following:
a decrease of $9.5 million due to a lower overall weighted average borrowing rate, and
an increase of $5.1 million in capitalized interest due primarily to our ongoing development projects at Assembly Row and Pike & Rose,
partially offset by
an increase of $3.9 million due to higher borrowings.
Gross interest costs were $85.7 million and $91.2 million in the nine months ended September 30, 2014 and 2013, respectively. Capitalized interest was $16.0 million and $10.9 million in the nine months ended September 30, 2014 and 2013, respectively.

General and Administrative Expense
General and administrative expenses increased $1.3 million, or 5.7%, to $24.2 million for the nine months ended September 30, 2014, compared to $22.9 million in the nine months ended September 30, 2013.  The increase is due to higher personnel related costs and higher acquisition costs from the 2014 acquisition of The Grove at Shrewsbury and Brook 35.
Early Extinguishment of Debt
The $3.4 million of early extinguishment of debt in the nine months ended September 30, 2013 relates to the make-whole premium paid as part of the early redemption of our 5.40% senior notes and the related write-off of unamortized debt fees.
Depreciation and Amortization
Depreciation and amortization expense increased $7.8 million, or 6.5%, to $127.4 million in the nine months ended September 30, 2014 from $119.6 million in the nine months ended September 30, 2013. This increase is due primarily to 2014 and 2013 acquisitions and redevelopment/development projects placed in service in 2014.
Discontinued Operations - Income
Income from discontinued operations represents the operating income of properties that were disposed prior to January 1, 2014, which were required to be reported separately from results of ongoing operations. The reported operating income of $0.9 million for the nine months ended September 30, 2013 primarily represents the operating income for the period during which we owned properties sold in 2013.
Discontinued Operations - Gain on Sale of Real Estate
The $23.9 million gain on sale of real estate from discontinued operations for the nine months ended September 30, 2013 is due to the sale of the fee interest in our final building at Fifth Avenue on July 22, 2013 and the sale of the fee interest in our building in Forest Hills on September 10, 2013.
Gain on Sale of Real Estate
The $5.0 million gain on sale of real estate for the nine months ended September 30, 2013 is primarily due to the sale of the fee interest in the land under an office building at our Village of Shirlington property in Arlington, Virginia, that was subject to a long term ground lease. The ground lease included an option for the tenant to purchase the fee interest.
Gain on Sale of Real Estate in Real Estate Partnership
The $4.4 million gain on sale of real estate in real estate partnership for the nine months ended September 30, 2014 is due to our portion of the gain resulting from the Partnership's sale of the fee interest in Pleasant Shops in Weymouth, Massachusetts.



25


Liquidity and Capital Resources
Due to the nature of our business and strategy, we typically generate significant amounts of cash from operations. The cash generated from operations is primarily paid to our common and preferred shareholders in the form of dividends. As a REIT, we must generally make annual distributions to shareholders of at least 90% of our taxable income.
Our short-term liquidity requirements consist primarily of normal recurring operating expenses, obligations under our capital and operating leases, regular debt service requirements (including debt service relating to additional or replacement debt, as well as scheduled debt maturities), recurring expenditures, non-recurring expenditures (such as tenant improvements and redevelopments) and dividends to common and preferred shareholders. Our long-term capital requirements consist primarily of maturities under our long-term debt agreements, development and redevelopment costs and potential acquisitions.
We intend to operate with and maintain a conservative capital structure that will allow us to maintain strong debt service coverage and fixed-charge coverage ratios as part of our commitment to investment-grade debt ratings. In the short and long term, we may seek to obtain funds through the issuance of additional equity, unsecured and/or secured debt financings, joint venture relationships relating to existing properties or new acquisitions, and property dispositions that are consistent with this conservative structure.
Cash and cash equivalents were $23.9 million at September 30, 2014. Additionally, we have a $600.0 million unsecured revolving credit facility which matures on April 21, 2017, subject to a one-year extension at our option, and had outstanding borrowings of $11.0 million at September 30, 2014. In addition, we have an option (subject to bank approval) to increase the credit facility through an accordion feature to $1.0 billion. Our $275.0 million unsecured term loan, which matures on November 21, 2018, subject to a one-year extension at our option, also has an option (subject to bank approval) to increase the term loan through an accordion feature to $350.0 million. As of September 30, 2014, we had the capacity to issue up to $146.3 million in common shares under our ATM equity program.
For the nine months ended September 30, 2014, the maximum amount of borrowings outstanding under our revolving credit facility was $58.5 million, the weighted average amount of borrowings outstanding was $9.5 million and the weighted average interest rate, before amortization of debt fees, was 1.07%. For the remainder of 2014, we have no additional debt maturing. We currently believe that cash flows from operations, cash on hand, our ATM equity program, our revolving credit facility and our general ability to access the capital markets will be sufficient to finance our operations and fund our debt service requirements (including maturities) and capital expenditures.
Our overall capital requirements for the remainder of 2014 will depend upon acquisition opportunities, the level of improvements and redevelopments on existing properties and the timing and cost of development of Assembly Row, Pike & Rose and future phases of Santana Row. While the amount of future expenditures will depend on numerous factors, we expect to continue to see higher levels of capital investments in our properties under development and redevelopment in 2014 which is the result of the continued construction of Phase I at both Assembly Row and Pike & Rose with openings of portions of both projects in 2014 and 2015, the commencement of construction on Phase II of Pike & Rose, and the current phase of Santana Row. With respect to other capital investments related to our existing properties, we expect to incur levels consistent with prior years. Our capital investments will be funded on a short-term basis with cash flow from operations, cash on hand and/or our revolving credit facility, and on a long-term basis with long-term debt or equity including shares issued under our ATM equity program. If necessary, we may access the debt or equity capital markets to finance significant acquisitions. Given our past ability to access the capital markets, we expect debt or equity to be available to us. Although there is no intent at this time, if market conditions deteriorate, we may also delay the timing of certain development and redevelopment projects as well as limit future acquisitions, reduce our operating expenditures, or re-evaluate our dividend policy.
In addition to conditions in the capital markets which could affect our ability to access those markets, the following factors could affect our ability to meet our liquidity requirements:
restrictions in our debt instruments or preferred shares may limit us from incurring debt or issuing equity at all, or on acceptable terms under then-prevailing market conditions; and
we may be unable to service additional or replacement debt due to increases in interest rates or a decline in our operating performance.

26


Summary of Cash Flows
 
Nine Months Ended September 30,
 
2014
 
2013
 
(In thousands)
Cash provided by operating activities
$
241,846

 
$
226,728

Cash used in investing activities
(280,924
)
 
(201,487
)
Cash (used in) provided by financing activities
(25,932
)
 
65,602

(Decrease) increase in cash and cash equivalents
(65,010
)
 
90,843

Cash and cash equivalents, beginning of year
88,927

 
36,988

Cash and cash equivalents, end of period
$
23,917

 
$
127,831


Net cash provided by operating activities increased $15.1 million to $241.8 million during the nine months ended September 30, 2014 from $226.7 million during the nine months ended September 30, 2013. The increase was primarily attributable to higher net income before certain non-cash items.
Net cash used in investing activities increased $79.4 million to $280.9 million during the nine months ended September 30, 2014 from $201.5 million during the nine months ended September 30, 2013. The increase was primarily attributable to:
$87.1 million increase in capital investments and leasing costs in 2014 primarily related to our development projects at Assembly Row and Pike & Rose,
$42.9 million in proceeds from the sale of real estate in 2013, and
$6.7 million contribution to our real estate partnership to repay the mortgage loans of two of its properties prior to their original maturity dates,
partially offset by
$42.9 million decrease in acquisitions of real estate due to the April 2013 Darien acquisition,
$10.4 million in distributions from our real estate partnership from the sale of Pleasant Shops in July 2014, and
$3.6 million received from the payoff of a mortgage loan receivable in July 2014.
Net cash used in financing activities increased $91.5 million to $25.9 million used during the nine months ended September 30, 2014 from $65.6 million provided during the nine months ended September 30, 2013. The increase was primarily attributable to:
$269.3 million in net proceeds from the issuance of 2.75% senior notes in May 2013, and
$14.5 million increase in dividends paid to shareholders due to an increase in the dividend rate and increased number of shares outstanding,
partially offset by
$135.0 million redemption of our 5.40% senior notes in June 2013,
$36.2 million increase in net proceeds from the issuance of common shares due primarily to the sale of 1.3 million shares under our ATM equity program at a weighted average price of $118.31 in the nine months ended September 30, 2014 compared to 1.1 million shares at a weighted average price of $110.00 in the nine months ended September 30, 2013,
$12.9 million increase in net borrowings under our revolving credit facility, and
$8.1 million decrease in repayment of mortgages, capital leases, and notes payable due to the payoff of one mortgage for $20.3 million in 2014, compared to two mortgages totaling $28.2 million in 2013.

27


Off-Balance Sheet Arrangements
We have a joint venture arrangement (the “Partnership”) with affiliates of a discretionary fund created and advised by ING Clarion Partners (“Clarion”). We own 30% of the equity in the Partnership and Clarion owns 70%. We hold a general partnership interest, however, Clarion also holds a general partnership interest and has substantive participating rights. We cannot make significant decisions without Clarion’s approval. Accordingly, we account for our interest in the Partnership using the equity method. As of September 30, 2014, the Partnership owned six retail real estate properties. We are the manager of the Partnership and its properties, earning fees for acquisitions, management, leasing and financing. We also have the opportunity to receive performance-based earnings through our Partnership interest. The Partnership is subject to a buy-sell provision which is customary in real estate joint venture agreements and the industry. Either partner may initiate this provision at any time, which could result in either the sale of our interest or the use of available cash or borrowings to acquire Clarion’s interest. Accounting policies for the Partnership are similar to accounting policies followed by the Trust. At September 30, 2014, our investment in the Partnership was $32.7 million and the Partnership had approximately $34.4 million of mortgages payable outstanding.



28



Debt Financing Arrangements
The following is a summary of our total debt outstanding as of September 30, 2014:

Description of Debt
Original
Debt
Issued
 
Principal Balance as of September 30, 2014
 
Stated Interest Rate as of September 30, 2014
 
Maturity Date
 
(Dollars in thousands)
 
 
 
 
Mortgages payable (1)
 
 
 
 
 
 
 
Secured fixed rate
 
 
 
 
 
 
 
THE AVENUE at White Marsh
Acquired

 
$
53,064

 
5.46
%
 
January 1, 2015
Barracks Road
44,300

 
36,265

 
7.95
%
 
November 1, 2015
Hauppauge
16,700

 
13,671

 
7.95
%